annual report 2014 | convista group

Annual Report 2014 | ConVista Group

Überschrift

CONVISTA GrOup MANAGeMeNT repOrT

CONSOLIDATeD FINANCIAL STATeMeNT

NOTeS TO CONSOLIDATeD STATeMeNTS

SuBSIDIArIeS

© ConVista Consulting Gruppe 20132

© ConVista Consulting Group 2015

SUBSIDIARIES CONVISTA GROUp MANAGEMENT REpORT

CONSOLIDATED FINANCIAL STATEMENT

NOTES TO CONSOLIDATED STATEMENTS

SUBSIDIARIES

3

CONTENTThe Board’s Report............................................................................. 4

Business Consulting…......................................................................... 7

Highlights in 2014.............................................................................11

Key Figures 2014............. ................................................................ 16

Supervisory Board’s Report................................................................. 20

Innovation Award – Employees with vision............................................ 22

Mobile Payment – The Smartphone is Your Wallet................................. 25

Anniversaries ConVista Group............................................................. 31

Group Management Report................................................................. 33

Consolidated financial statement.......................................................... 48

Notes to consolidated statements..........................................................54

Auditor´s Report................................................................................. 67

ConVista Group worldwide................................................................. 68

Imprint.............................................................................................. 70


Group ManaGeMent report

ConSoLIDateD FInanCIaL StateMent

noteS to ConSoLIDateD StateMentS

SuBSIDIarIeSCONVISTA

The Board’s Report

Dear customers, business partners and stockholders

We are pleased to announce that following a difficult financial year in 2013, when we had our first ever consolidated deficit, we achieved

a complete financial turnaround, which resulted in 2014 being one of the most successful business years in the history of the ConVista Consulting group, thanks to a substantial increase in turnover. Capital investments into new markets and new product areas started to pay off. Business is now more diversified and ConVista has succeeded in securing its first projects in technical and process consultancy. This process will lead to a gradual shift in the market’s perception of the group. The organization’s focus, however, remains on the insurance, banking and energy sectors.

Our customers experience business process change in many different ways. The drivers of such change are often the modified end customer behaviors brought about by digital networking in daily life. Digitalization not only changes people’s access to information, their communication capabilities and their purchasing behavior, but also breaks down a company’s existing struc-tures and changes its value chain. End customer related processes need to be designed to meet their require-ments more precisely. “Customer autonomy,” which has previously been a topic of much discussion, has reached a new dimension. Today’s end customer is more informed, more self-determined and places higher demands on companies, resulting in the need for companies to imple-ment appropriate solutions and diverse business models.

Digitalization does not just affect a few industries, it poses a challenge to the entire economy. All key players in the value chain need to adopt common standards in order to ensure relevant processes can be optimized and to secure the success of new business models. Electronic data exchange is replacing more manual processes than ever before. The concept of “paperless communica-tion” with end customers and other partners, has been discussed for years and is now finally becoming a reality.

The ConVista Consulting group supports companies in their endeavor to overcome these challenges. In doing so, we not only optimize our customers’ processes, but also implement the best, customized technology to meet their needs. Our portfolio of services includes solutions by SAP AG, the global leader in business software, Micro-soft and, for the insurance sector, JAVA-based solutions. The group’s platform-independent programming lan-guage JAVA capabilities are delivered by Faktor Zehn AG, whose business growth supports the fact that the group is on the right track. In addition, ConVista possesses advanced expertise in industry-oriented standards.

The majority of ConVista’s customers operate on a global level or interact with some of the largest industrial coun-tries. Consequently, in 2014, the group acquired several international projects, which were then resourced with members from various countries. Outside of Europe, Asia, Brazil and USA are some of the most important markets in which ConVista operates. Business in these regions has developed well and investment in the regions has started to produce returns. We, the executive board, are convinced that the positive effects of our internation-alization strategy will continue to grow in the future.


SUBSIDIARIES GRoUp MAnAGEMEnt REpoRt

ConSoLIDAtED FInAnCIAL StAtEMEnt

notES to ConSoLIDAtED StAtEMEntS

SUBSIDIARIESCONVISTA

Our core business continues to come from Germany, Austria and Switzerland. The German-speaking market is developing steadily, and it is from this market that the group generated the majority of turnover and profit. In order to acknowledge the prominence of this market the board has introduced structures and decision-making powers to enable the business to adapt to market chang-es very quickly. This also mirrors the group’s culture: high employee satisfaction is essential to maintain high pro-ductivity and performance, which ultimately leads to high customer satisfaction.

The board cordially expresses its thanks to all employees. The economic success of the ConVista Consulting group is the result of the commitment and the creativity of each individual, whether they contribute to the sales process, project work or other business function. This is the rea-son ConVista has experienced the levels of success seen to date and it is the key to securing a promising future.

Cologne, 24th June 2015

The Board







ConVista Germany

Germany

Successful project 2014

INTEGRATION OF SOlVENTOSMuNICh RE

Project term: 12 months

As Insurance firms across Europe prepare for the first round of reporting against the new Solvency II framework, German insurers are adopting integrated solutions to ensure that their reporting processes are joined up. To help them, ConVista and UBPartner have partnered to provide a fully compliant XBRL reporting system that provides everything from data preparation to formatting the final report. ConVista’s SolVentos system provides support for the complete process of collecting and preparing the relevant insurance data for submission to the local regulator, while UBPartner’s XBRL Reporting Toolkit provides a simple to use interface for converting the data to XBRL format, processing it against the validation rules and preparing the final file for submission.

Industry: Insurance

Service offering: SolVentos (SAP BW)

Jörg Westphal, Program Manager Munich Re

“We needed a simple solution for the new Solvency II reporting framework that our business users can understand and use. ConVista’s SolVentos system which incorporates UBPartner’s tools provides an Excel add-on integrated in the SAP BW reporting frontend, which we are familiar with.“

© ConVista Consulting Group 2015 7





Business Consulting means…… that ConVista provides technical and process-related consulting services

ConVista’s service lines include group services not directly related to an IT implementation. On a daily basis our Consultants advise on topics from a busi-

ness perspective. Consultants working in the insurance sector understand insurance related business processes inside out. Larger organizations from the energy sector look to ConVista to provide answers to business related questions in their field. These are just two examples of where ConVista can provide added value to customers.

Supererogation becomes visible The issue: The market does not perceive ConVista to be an expert in business consultancy – but this is the para-digm we need to challenge, and this perception needs to be changed, as we are already experts in this area. In 2014 we took the first step in this change process: in order to show the similarities between different activities it is important to give them a common name – in our case: Business Consulting. We asked ourselves what Business Consulting actually means? The following definition was provided by a working group last June: “Business Consulting is a technical and process-related consulting practice. These services are aimed at business depart-ments and the delivered outcomes of this service offer-ing include studies, decision templates and proof of con-cepts.”

This definition provides an important indication as to how ConVista’s service offering needs to be marketed. It defines Business Consulting as being an independent service offering, which can be clearly distinguished from consulting on IT-strategy.

The latter is closely relating to software solutions and technical architecture, whereas with Business Consulting, ConVista experts provide support for business related issues with the objective of determining requirements prior to the project implementation, so that the final decision can be made. Business Consulting is also about analyzing and evaluating new markets and customer requirements and providing added value for the customer.

Internal and external communicationThe next step is to integrate Business Consulting services into the group’s service offerings. Firstly, we need to establish the service line structure at ConVista AG. A “Business Consulting Council” will be set up and tasked with promoting the Business Consulting service offering and creating more visibility in the market. Communica-tion channels will also be established. Information shall flow internally to employees and externally to all current and potential customers. A central contact partner will co-ordinate internal and external communication and will be the representative for our Business Consulting service offering to customers. We believe in the concept: “one face to the customer”, although the responsibility for the services themselves remains in the individual service lines. Internally each service line will provide a “Co-ordi-nator SL Business Consulting”. This person will be the first contact person for Business Consulting and will also be a member of the “Business Consulting Council”.

Business Consulting





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The co-ordinator is responsible for encouraging the research and development of topics (together with the service lines) that will be highly relevant to the

market in the mid-term. They will also deliver input to the global Business Consulting marketing team including exchanging project experiences, preparing project out-comes, establishing references and presenting success stories. The co-ordinator will act as a speaker at specialist congresses.

This is an outline of how ConVista’s Business Consulting service offering will be presented to the market and how we plan to create visibility in the market of our capabili-ties in this segment by embedding it in a comprehensive marketing strategy.

It is very clear, however, that this change in perception will not take place overnight. The onus is on every single employee to use the opportunity they have to individually market ConVista’s capabilities in an appropriate manner. Our motto is: Let’s showcase our Business Consulting capabilities!






Faktor Zehn AG Germany

Faktor Zehn AG


GO-lIVE OF FAcTOR-IOS MüNChENER VEREIN

Project term: 9 Monate

Since September 2014 staff in the Direct Sales call centre at the Münchener Verein have been working with Faktor-IOS to offer additional dental products to their patients. The latest version was released in January 2015 and includes functionality for beauty care products. The new system landscape at the Münchener Verein also includes the BSI CRM system and great importance was placed on the ability of the Faktor Zehn experts to establish a seamless interface between Faktor-IOS and BSI CRM, and provide a consistent user interface, so the user does not notice that he is using two systems. By using standard software, it was possible to meet the conditions set out by the the Münchener Verein, which included a short implementation time scale and a high degree of certainty in the planning process. Following an uncomplicated go-live process, the staff at the Münchener Verein gave extremely positive feedback about the new system. With the success of this project the Münchener Verein has created a platform from which they can now expand their direct sales opportunities.

Industry: Insurance

Service offering: Sales & Service






ConVista & Faktor Zehn Austria

Österreich

VIGO ITAly ANd SlOVENIA WIENER STäDTISChE VERSIChERuNG AG, VIENNA

Project term: 6 months

The VIGO system was originally only used for customers in Austria; other countries had their own individual software systems. Faktor Zehn Austria was given the task of replacing the individual software programs with the corporate solution VIGO – the first phase covered life insurance departments in Italy and Slovenia. User interfaces were converted, as were all printed documents, whilst ensuring localized requirements were incorporated, and for both countries any necessary adjustments to the processes were implemented. Since the start of 2015 VIGO is successfully working in production in Italy and Slovenia.

Industry: Insurance

Service offering: Sales & Service







highlights in 2014

Highlights in 2014

Firstly we would like to mention our strong business relationship with SAP AG in Walldorf. The ConVista group achieved two more awards from the global

leading supplier of business software last year: The SAP Pinnacle Award and the award for SAP Recognized Exper-tise Partner.

Customer-oriented awardEvery year the SAP Pinnacle Award is granted to SAP-partners, who have shown outstand-ing success in developing their co-operation with the Walldorf group, and who have shown exceptional growth in their customer success. Winners are divided into five cat-egories: co-innovation, service delivery, sustainability, market expansion and SAP-partners nominated by customers. In SAP’s own words the award is to “showcase our commitment to a partner strategy that delivers unmatched value to customer”.

SAP Recognized Partners are regarded by customers as being particularly competent service providers in their respective specialisms. ConVista Germany was awarded this title in the field of financial management and land-scape transformation, thereby recognizing ConVista’s expertise in implementing SAP software solutions in financial management and optimizing system landscapes.

Successful data processingAt ConVista we also felt honored when, on November 19th, 2014, SAP decided to park their Big Data Truck in the Cologne ‘Rheinauhafen,’ directly in front of the ConVista office, for the entire day.

SAP and ConVista both showcased software solutions to facilitate the processing of big, complex and dynamic data. The presentations were predominately solutions for financial service providers and insurance providers. The “German Football Association Showcase” attracted par-ticular interest, as it demonstrates how SAP technology in the field of tactics and speed helped the national foot-ball team to become world champions in 2014. In all, the day was a great success and demonstrated the strength of collaboration between two global organizations, who share the same roots.

"Speaking as a SAP-partner we were very pleased about SAP’s proposition of positioning the Big Data Truck directly in front of our offices. We were able to provide our cus-tomers the exclusive opportunity of attending the expert presentations"Heiko Hülsebusch, Partner ConVista Consulting AG






Recognition as the best employerAnother highlight of 2014 was that, at the start of the year, ConVista was once again ranked in the top ten in the Great Place to Work® competition, “Germany’s best employer”. “The award is given to employers who promote an attrac-tive, employee-oriented working culture where manage-ment works together with employees in a credible, fair and respectful manner, and where the employees identify strongly with the business goals and demonstrate strong team spirit.” In February, ConVista attained fourth place in the industry-specific Great Place to Work® competition “Best Employers in the IT”.

Germany’s best business consultantsThe results of a survey conducted by the business maga-zine “Brand Eins,” in which employees and customers were asked about their satisfaction with their partnering consulting company, were presented in May. ConVista and Faktor Zehn were amongst the 276 companies (out of a total of 15,000), who made it onto the winners list.

Such achievements provided us with enough content to discuss at the Summer Event, ConVista’s annual event, where most ConVista employees gather together.

As it was the organization’s 15th anniversary the location for this event was Mallorca. 420 staff members and their partners and children from 16 subsidiaries were invited. Other topics discussed under the Mallorcan sun were the acquisitions and successful implementations completed in the first half of 2014.

One such success story was the introduction of a solution based on the ConVista CRM-package “Broker Manage-ment,” which supports the processes of internal broker managers at Öffentliche Versicherung Braunschweig. The prerequisite was a successful Proof of Concept (PoC) that ensured a regression-free integration of the ConVista package into an extensive SAP CRM-environment and helped to identify challenges. ConVista experts devel-oped a highly intuitive system within a very short space of time using the project accelerator “Broker Manage-ment”, which received very positive feedback from the users, who were quickly able to appreciate the benefits. The project was implemented in time and within budget.

Highlights in 2014






Integrated planningIn the second half of 2014 there were a number of exemplary projects that went live. One such project was the development of a remuneration system for Deutsche Kreditbank (DKB), which was developed on SAP, but was designed entirely by the ConVista team. It was titled: Sales Force 2Go (SF2Go). Following a short and simple test phase the first actual implementation of this solution was signed-off by DKB and went live. The system is inte-grated to the SAP personnel management module SAP Human Capital Management (SAP HCM). Customers and sales staff respond very positively to the new solution. Sf2Go is modular, has enough space for future applica-tions and can be embedded seamlessly into the existing IT-landscape.

Optimal connectionIn October ConVista successfully implemented the first installation of its in-house product SolVentos for the world’s largest reinsurance company, Munich Re. Sol-Ventos is an integrated database built in SAP Business Information Warehouse (SAP BW), to which difference source systems can connect. The solution can be used for mapping the reporting requirements for Solvency II. The EU-rules relating to insurance supervisory law have been transposed into German law and come into force in January 2016.

In November 2014 the FI CO-forum info days took place in Cologne, where industry members get together to hear about new software applications. ConVista had five speakers participating at the event, with one presentation on the topic of our ConVista Academy.

For the first time the Factor-IPS® user group took place at Faktor Zehn’s head office in Munich in 2014. Partici-pants, employees and customers of Faktor Zehn collected suggestions and exchanged ideas on how to enhance Faktor-IPS® (software for managing insurance products), in line with customers’ needs.

Global presenceThe highlights of 2014 ended with the setting up of our Singapore subsidiary. As well as having a strong base our home country, we are driving forward our global presence.

highlights in 2014

Highlights in 2014

“SF2Go enabled us to optimize the implementation of our new remuneration model and, thereby, increase our sales staff satisfaction. It took less than three months to implement from the very first workshop to the go-live."Peggy Gebhardt, Department Manager Products and Processes at DKB






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ConVista Switzerland

Switzerland


SWISS LIFE

Projektdauer: 1 Jahr

Swiss Life’s inventory system (Digis) is to be replaced and future collections and disbursements will be processed through FS-CD. Since the nineties special contracts of the pensions segment were managed the old legacy system. The majority of contracts were transferred to the new system Xplan, which ConVista already interfaced to SAP FS-CD. Some contracts remain on Digis, which also interfaces to FS-CD. The final step will then be to complete the overall, rather large, project which aimed to replace old legacy systems at Swiss Life.

Industry: Insurance

Service offering: The project is under the responsibility of Swiss Life. ConVista supports the implementation of SAP FS-CD and a shadow FI.






ConVista Italy

Italy


OpERATIONAl TREASuRyINDESIT COMPANy S.P.A.

Project duration: 14 months

ConVista provides design and implementation advice for the SAP Treasury modules BCM Money Market, in-house Cash and Cash Management to the INDESIT Company S.p.A. The service offering covers the co-ordination of the team, analyses, business blue-prints, functional program analyses, reports and data migration. ConVista also conducts component, integration, regression and user acceptability tests by means of user keys, conducts training and supports the go-live. As one of the European market leaders in the production and sales of large electrical appliances such as washing machines, dryers, dishwashers, fridges or ovens, INDESIT continuously focusses on the topics product de-sign, environmental responsibility and the development of simple, intelligent functionality.

“We have never experienced such an easy and trouble-free go-live. My compliments!” (Fabio Flaming, Manager INDESIT)

Industry: Retail trade

Service offering: BCM, Money Market, In-house Cash, Cash Management





Key figures 2014

IN EuR 2014 2013 DEVIATION

Results

Total Revenue 73,761,641 63,651,161 10,110,480

thereof Germany 43,040,843 34,313,268 8,727,575

thereof Austria/Switzerland 19,378,114 21,595,538 -2,217,424

thereof rest of Europe 4,669,458 2,816,764 1,852,694

thereof South Africa 1,826,012 2,614,716 -788,704

thereof North and South America 4,289,612 2,217,417 2,072,195

thereof Asia 557,601 93,458 464,143

EBIT pre goodwill 4,604,376 -1,693,100 6,297,476

EBIT margin 5.8% -3.5% 9.3%

Balance sheet

Total assets 24,773,374 21,173,954 3,599,420

Equity 9,346,805 5,981,127 3,365,678

Equity ratio 37.7% 28.2% 9.5%

Liquid assets 6,235,301 3,527,544 2,707,757

2014 2013 DEVIATION

Employees

Employees at the end of the year 569 570 -1

thereof Germany 357 354 3

thereof Austria/Switzerland 62 69 -7

thereof rest of Europe 87 85 2

thereof South Africa 41 41 0

thereof North and South America 16 19 -3

thereof Asia 6 2 4

SuBSIDIARIESCONVISTA

Key figures 2014






Turnover by companies Turnover by industry

Turnover and employee growth

Germany 58%

USA 6%South Africa

3%

rest of Europe6%

Austria/Switzerland

26%

Health Insurance 2%

Other industries 18%

Banking 4%

Utilities11%

Insurances 62%

Number of employeesTurnover in TEUR

Asia1%

Retail3%

Key figures 2014

SuBSIDIARIES






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ConVista hungary

Hungary


ImplEmENTATION OF A SupplIER INVOIcE mANAGEmENT ON ThE bASIS OF OpEN TExT FOR SAp-SOluTIONS EGIS GyóGySZERGyáR NyRT

Project duration: 1 year

ConVista’s solution supports customer’s requirements for scanning invoices, extracting invoicing data per optical character recognition (OCR), transferring data in SAP and checking the extracted content. If required, the data extracted by OCR may be corrected and modified. EGIS receives an electronic, workflow-based invoicing process, which includes a highly automated, complex, HR-organized and customer- specific approval process as well as an overview of the accounts pay-able posting steps.

This solution enables the customer to process invoices in one SAP-system by two different organizational units. A barcode system makes the specific allocation and clearing of invoices possible. Barcodes are printed with the help of an external, in-house-developed program, which interacts with the SAP-system.

Industry: Pharmacy






ConVista SpainSuccessful project 2014

OpTImIzATION OF bANk cONNEcTIVITy uSING SAp bcm-SwIFTTéCNICAS REuNIDAS


ConVista Spain implemented the SAP-solution Bank Connectivity and the ABAP-tools for electronic payment transfers and account statements (CGI ISO20022-format, N43, MZ940). For the management of status reports (ACK), the consultants carried out the integration using Swift BME Highway. Approval procedures were configured, as were the alerts for status changes in payment transfers, depending on the authentication of participants’ signatures.

A BCM-solution was implemented for HR payroll disbursements and ConVista also implemented the management and the handling of acknowledgment messages or rejected payments (SEPA Customer Payment Status Report) for host-to-host communication.

Industry: Engineering

Service offering: Treasury Management

Spain






Supervisory Board’s Report

Throughout 2014 the executive board updated the supervisory board on the company’s development and its current position. The supervisory board,

in turn, monitored management activities at ConVista. During this period, a total of three meetings were scheduled: 14th May 2014, 27th May 2014 (accounts meeting) and 27th November 2014.

The Management regularly updated the supervisory board on business activities both verbally and in written format. During the scheduled meetings these written reports were discussed alongside topics such as the company’s development. The most important topics raised and deci-sions made were:

Management provided further information on important issues relating to the future planning of the business as well as approaches on implementing these plans.

Auditors Warth & Klein Grant Thornton, Düsseldorf, is-sued an unqualified audit certificate, after examining the 2014 annual financial statement, the status report, the consolidated financial statement and the group manage-ment report.

The auditors discussed the reports with supervisory board, presented key results found in the audit and were available to provide any further information the board re-quested. The supervisory board approved the auditor’s result, considered the position and took note of the au-dit’s result, which it then considered as part of its own assessment.

The supervisory board then examined the above men-tioned reports, alongside the management’s proposal of what to do with the retained profit and, at the end of its assessment, concluded that it had no objections to the proposals made. The annual financial statement and the consolidated financial statement for 2014 prepared by the board and examined by the auditor were approved.

The supervisory board agreed with the board’s proposal on how to use the profit retained.


in-depth presentation of earnings and profit and company’s financial position,

planned business policy

liquidity and controlling

the proposition of a stock option program (discussed at the shareholders’ meeting)

other contractual issues concerning board members






Volker Meis Dr. Gerd h. Meyer Prof Dr. Fred Wagner

The supervisory board expressed its thanks to the mem-bers of the board and to all employees for their commit-ment in 2014 and the successful work performed.

Cologne, 27th May 2015

The supervisory board

(Volker Meis)Chairman of the Supervisory Board






ConVista encourages and rewards employees who develop new marketable products, functionality and services

ConVista is a progressive company. As a matter of fact, when translated into English, “ConVista” means “with vision”. In order to maintain this inno-

vative culture, ConVista relies on its employees to adopt a pioneering spirit and to develop cutting edge technology solutions. The company’s message to everyone at Con-Vista is not to be restricted by their job role, but to think outside the box, and to proactively develop new solutions and ideas for new products.

The Innovation Award recognizes such personal initiative and creativity, and is presented at the Summer Event. A budget is set aside for the successful innovation, which is then marketed to ensure there is high awareness of the product in the Global Board of the ConVista group. The winner also receives shares in the revenue created by the new product, once it has gone to market and is part of a service offering.

In 2015 there were, in fact, two winners of the Innova-tion Award 2015: one winning team had enhanced the commission management system SAP Financial Service Incentive and Commission Management (SAP FI-ICM) and the other team joined forces to improve the planning and consolidation software SAP Business Planning and Consolidation (SAP BPC).

The two runners up were the teams who developed TRM Fiori UI Applications and the S.O.S. Offer System. Other entries included crowd funding and a tool for managing an increasing number of SAP-interfaces (Generic Inter-face Processor).

Challenges in practiceThe need to enhance SAP FS-ICM came from requests of customers who were already working with the module. One example of these customer requirements came about following legislation intended to reform life insur-ance law, which was enforced in two separate steps. The first changes came into force July 11th 2014 and the rest on January 1st, 2015. These changes meant that many in-surers (one of ConVista’s main customer bases) had to redesign their remuneration processes within their sales units. The same principles also apply to property and ac-cident insurers who need to adapt their processes quickly and align them with changes in the market, as remunera-tion is not set in stone for these organizations either.

Insurance companies need to know answers to questions such as: “What would be the impact on our total sales remuneration if we reduced the commission on a new policy, but increased the commission for Broker’s if they retain contracts in their portfolio?”, or “What would hap-pen if contract portfolios were transferred from one agent to another?” or in the area of liability: “What would be the impact of a longer liability period on the commission payments?” This last question relates to the fact that if a policy holder cancels a policy within a defined period after policy inception the Broker would need to pay back return at least a part of the commission earned.

In order to answer such questions a company would need to maintain a database and there is a lack of suitable tools on the market to provide the information companies need. SAP FS-ICM does not offer this functionality in the standard module.

Innovation Award – Employees with vision

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Innovation Award





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In a bid to close this gap in the market, and to cater for these requirements, one of the Innovation Award’s winning teams developed a prototype, which could

easily be extended and made into a ConVista product. With the help of the prototype analysis and the option to simulate remuneration models such questions can now be answered quite easily.

Currently, it is possible to have three SAP implementation versions: a replication of the relevant data from the SAP FS-ICM-application to a native SAP HANA-application, a replication using the platform SAP Business Warehouse/ Business Intelligence (SAP BW/BI) or an analysis and simulation on the basis of a replicated SAP FS-ICM-ap-plication. Each version has its advantages. The decision as to which version is used depends on the customer’s individual circumstances.

The cloud as leverageThe other winning entry was both remarkably simple yet contemporary: it is based on the planning software SAP BPC, but provides the user access to different hardware and software through an external data center. This flex-ible sales planning solution is user-friendly and provides the option to establish and adapt an individually designed planning process, which is aligned with the business model. In addition the team set up a cloud variant, there-by leveraging added value—“calculating in the cloud” pro-vides both a low-risk and quick access to the planning solution.

The user has access to the entire solution and it can be designed in line with individual requirements and inte-grated into existing business processes. This is the first time a solution allows continuous, almost real-time plan-ning. Key figures can be automatically integrated into the planning and based on the new data, targets can be up-dated at any time. The overall solution is also very flexible. The user has access to summarized or detailed figures on a customer, product or material basis. As all information can be reduced to its smallest unit of granularity, it is pos-sible to create customized reporting and as business de-cisions, based on such flexible and continuous planning processes are of high quality, this ConVista-innovation should have a high market potential.

Employees with visionThe group’s management will continue to reward employ-ees “with vision” for their commitment to exploring new concepts. It’s all about creating new products, functional-ity and services which are beneficial to our customers.

Innovation Award

SuBSIDIARIES





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ConVista Great Britain

pROjEcT SOcRATES


In 2014, ConVista supported the implementation of SAP FS-CD at one of the largest insurance brokers in Great Britain. Installment payment functionality has been streamlined at one of the most popular and reliable brands in the UK.

Industry: Insurance

Service offering: Payment transactions/ payment processing


CONVISTA

Great Britain





SUBSIDIARIES

Mobile Payment – The Smartphone is your Wallet

How will we pay for goods in the future? With our smartphones? Or perhaps by our watches or some other accessory we carry around with us?

Ralf Krollpfeifer, Managing Partner at ConVista Consulting AG, states, “The mobile payments domain is the gateway to a whole new market and it is an opportunity to op-timize existing processes in established markets.” After the so-called coup of electronic procedures over the last few years, which in fact had low market penetration, the market is now changing significantly (see also “E-billing made compulsory”).

An important impetus for such change had its origin in Silicon Valley in 2014. In September Apple launched the iPhone6 (plus), which incorporated the payment func-tionality ApplePay. The business famous for its apple logo has reported record turnover thanks to its latest offer-ing. To be able to use the payment function the user just needs to leave credit or debit card details in the apple app passbook, by simply taking a photo of the card with the build-in camera. From a technical perspective, Apple relies on near field communication (NFC). To pay the user calls the function on his iPhone6 and holds it close to the vendor’s NFC-device. The payment is confirmed by a fingerprint which is stored on the mobile phone. And it’s done!

Android Pay is said to be even easier, because it can be used without having to install an app. In June Google pre-sented its new mobile payment solution at its developer conference in San Francisco – thereby challenging Apple head-on. Like Apple Pay, Android Pay only works with valid debit or credit card details. However, with Android Pay, the user stores the card details in his own bank’s app, so only the bank has access to the card details.

To increase security of the payment procedures the industry developed the concept of tokenization. This means that card details are not directly stored in the com-pany’s own system, they are replaced by tokens. Tokens are numbers, which are used for authorizing payments without revealing any actual card or bank details.

Mobile payments are becoming increasingly popular. As confirmed in a survey conducted by KPMG and the “Köl-ner Institut für Handelsforschung (IFH)” (Cologne Institute for Commercial Research), consumers’ payment behavior is also changing radically in Germany. However, although only 15 percent of the customers currently use mobile payment methods, 42 percent say they would be pre-pared to use them in future. Those who are still undecid-ed are becoming more receptive to the possibility of using such payment methods particularly when these services become more commonplace and when the technology is made more user-friendly. Senior management across the business world shares the same opinions. “Whether it is IT, telecommunication, finance or trade, they are upgrad-ing across the board,” says Krollpfeiffer.

Germany’s banks have just established the joint venture “Gesellschaft für Internet und mobile Bezahlung (GIMB)” (Association for Internet and Mobile Payment). The own-ers consist of the co-operative financial group, other pri-vate banks and savings banks are joining the venture, too. Under the name “Pay Direct” the GIMB wants to intro-duce “a new online payment procedure across institutes” before the end of the year. In doing so, the credit institu-tions aim to offer an alternative to PayPal for e-commerce.

There is a whole new world of innovative payment methods currently evolving, but it is yet unknown which methods will survive the competition and become universal methods of payments and which ones will fall at the next hurdle. This is something not only affecting the financial and retail industries, but all indus-tries need to be aware of the developments in this area.

CONVISTA

Mobile Payment





SuBSIDIarIeS


According to the Federal Bank of Germany, the eBay subsidiary has 88% market share of all in-ternet payments. Enter “Pay Direct.” Initially the

system will be equipped with basic functions that users are familiar with from PayPal and later a mobile payment function will be added.

Retailers are noticing the effects of the impending change as intensively as the financial sector. Being so close to the customer, retailers are at the core of a multitude of new payment method possibilities. At the moment many of the new options are still being tested, but the first field trials have begun. For example, the first initiative “NFC City Berlin” started on April 15 – most probably another response to Apple’s NFC-able iPhone6 – and is a pilot project for payments by smartphone. Six large business groups and all mobile network operators in Germany are participating, so now in almost 500 stores in the capital customers can pay “on the go.”

Mobile payment methods are already quite common in the retail sector. It is possible to pay contactless by near field communication in all Aldi Nord stores since June. About two years ago the Edeka group stormed ahead with customers being able to pay with their mobile de-vice in all Netto stores, and around 300 Edeka stores. More recently, Netto started offering the option to pay by fingerprint identification using the iPhone and Netto started co-operating with Postpay, the German postal ser-vice’s payment method. To register with Postpay the user needs to store his name, address and bank details in the app. Postpay then sends two PINs – one to the mobile phone of the app user and one the actual account. As soon as both numbers are stored in the app the registra-tion is completed. Edeka has a very similar procedure, but rather than having a specifically generated user ID, a PIN is required at the point of payment, which only the user should know. The display shows a two-dimensional barcode (QR code), which is read in by the cashier.

Once done the payment is made! The money is debited from the customer’s account; discounts and coupons are factored in. The barcode expires as soon as the payment has been made.

The food industry relies heavily on IDs and barcodes, whilst in other non-food industries there is a variation of different technologies. Owners of boutiques and shops are increasingly upgrading their smartphone or tab-let PC with an app and a small separate device, which reads the customer’s credit or debit card. Virtually every smartphone acts like a cash desk. One supplier of such technology is iZettel. Some Paypal methods, which are popular in restaurants and cafés, can work without any card at all. If address details, bank details and type of passport photo are stored on the smartphone, it is suffi-cient to show the photo to the cashier. The photo appears in the cash display and, following a successful ID check, the payment is authorized.

Some of the larger shopping malls are experimenting with Beacon. This process works with little sensors, which work on Bluetooth with a range of approximately 10 me-ters. Using this technology, customers can navigate in-teractively through the shopping mall. For example, on entering the shopping center the customer switches his smartphone to Beacon-reception – if it’s not pre-installed. Once the smartphone comes into the transmitters’ range the following message appears on the smartphone’s screen: “Hello Peter, great to see you here. The trousers you’ve been looking for are available in the shop XY.” If the customer presses the shop’s name, directions are shown on the smartphone’s display. The map is updated when the customer reaches the next Beacon. As well as navigating the user to the desired product, other benefits are that location and situation related services can be placed or personalized coupons can be delivered when the customer enters the shop.

CONVISTA

Mobile Payment





SUBSIDIARIES

Another fascinating payment method is Mobile Wal-let. In addition to the payment functions other services are integrated into this smartphone NTC

based application. Tickets, coupons, loyalty cards, vouch-ers, etc. can be stored – just like in a real wallet. Mobile Wallet creates added value by bundling services, which is different to providing just mobile payment transactions, as makes people more willing to use their smartphones for payments.

All mobile network operators have Mobile Wallet solutions and all apps offer services such as Mobile Couponing and Mobile Loyalty and now Apple has followed with the passbook app, which will encourage even more people to make payments on their mobile device.

“The acceptance of mobile payment methods in Germany is still very low,” says mobile payment expert Krollpfeiffer. According to the study of KPMG and IFH (mentioned pre-viously), the reasons for this include a lack of information amongst the general population, which lead to security concerns. ID and barcodes, however, are generated once and expire after the payment has been made or time out after five minutes of non-use.

With near field communication the exchange of data is so fast and takes place over such a short distance that spying is almost impossible, particularly as the data is encoded before being transferred. The level of security built into this technology means that consumer concerns over po-tential data breaches is overstated.

For many consumers, data protection is extremely im-portant. There is a fear that – depenting on the payment method – too much personal data will be disclosed. Cash payments are transparent, the customer does not leave any trace of their personal data at all. When paying by card the trader only knows what items were bought and what quantity – he knows nothing of the person who is purchasing the goods. This is the same situation when paying by smartphone. In fact only a few of the trading apps e.g. Edeka and Netto reveal personal details about the consumer. The reason they do so is to be able to download the respective app the customer needs to reg-ister via the homepage of Edeka or Netto, which shows the consumer’s name and address.

CONVISTAMobile Payment





SuBSIDIarIeS


KPMG recommends that companies who would like to reuse their customer’s personal data to provide them with profile-related information, to refer to the

principle of the written informed consent. This enables the business and the individual to agree clearly which data may be used and for what purpose.

Mobile network operators’ wallets do not have access to any customer card details or any information relating to the purchase value or what was purchased. The data needed for the payment remains encoded in the secure element. The secure element is located inside the SIM card and this is where personal data is stored. The mobile provider, however, has no access to this data. The secure element is like a locker and only the card issuer can access what is kept in the locker.

The secure element can be integrated directly into the handset itself, rather than being part of the SIM card. In this case, the data is owned by the manufacturer of the device e.g. Apple or Samsung.

All industries are being confronted with the move towards mobile payments, but it is still not clear which technology will triumph. However, Ralf Krollpfeiffer expects the near field communication, used for payments at the point of sale, will gain high market share quicker than the alterna-tives, not least because Apple and Google have commit-ted themselves to NFC. This would also suit the major-ity of consumers, as it is a simple solution, which can be used almost everywhere and for anything. So, in future, we will pay for our purchases with either our smartphone, watch, other accessories or mobile devices. However we pay it will be mobile.

E-BIllING MAdE CoMPulSoRY

Companies must align payment methods with their internal processes and the key to doing so is by billing i.e. trans-ferring billing data between a purchaser and vendor. From May 26th, 2014, public bodies and issuing agencies within the Eu are permitted to accept and process electronic invoices only (directive 2014/55/Eu). This forces European authorities to adopt standardized formats for e-invoicing.

In Germany, a standardized format for electronic bills already exist and it is called “Zentrale user Group Forum elektronische Rechnung deutschland (ZuGFeRd)” (Central user Group Forum Electronic Billing Germany). The format was created by “Forum elektronische Rechnung deutschland (FeRd)” (Forum Electronic Billing Germany) in June 2014 and it was developed by a consortium including organizations from various business sectors and public entities. The basic structure was then further developed and translated into industry-specific solutions by IT compa-nies. It is fundamentally important that the formats can be used on an international basis, so that ZuGFeRd can also be used outside of Germany – in any international context. The German cabinet supports this format in a key issue paper, so it looks as if the end of paper-based billing has been bestowed upon us.

For further information please see www.ferd-net.de

CONVISTA

Mobile Payment





SUBSIDIARIES

2

ConVista IsraelReview 2014 & outlook 2015

2014 has been an exciting year for ConVista Israel. The merger with SAP ASAP Ltd. conducted in July enabled accelerated growth of the subsidiary. The customer base was extended and added with some very interesting new names. ConVista Israel also started working with different coopetition partners and pro-vided services to other subsidiaries to gradually increase the service offering (PI and ABAP) and to export capabilities.

The post-merger activities required dual focus both internally and externally. The guideline was that the new customers and the new employees must experience the benefits of working with a global company such as ConVista. From a sales perspective, the two major wins for 2014 were the SAP-hR / SuccessFactors integration at Amdocs and a high-Level Blueprint for Creditors Payments Manage-ment (SAP FS-CD) successfully conducted during December at Menora Insurance.

Looking forward to 2015 Israeli subsidiary will be focused on scaling up and maintaining the growth momentum. We will maintain and extend our excellent SAP Technology (PI and ABAP) service offering, while increasing our footprint in core insurance implementations.

CONVISTA

Israel




SuBSIDIarIeS

ConVista Singapore

Following the incorporation of the Asian subsidiary, business in Singapore has grown consistently. There are currently five colleagues in Singapore and eleven in Taipei and together this team is spearheading ConVista’s success in this region.

Our customers value ConVista and regard us as an experienced, honest and very competent business partner. ConVista has built a valuable partnership with SAP APJ, with whom we plan on undertak-ing common sales activities and initiatives in future. We are pleased that we currently have a high volume of resource requests coming in and we expect this to strengthen our market position in Asia to enable us to achieve a high rate of growth in this part of the world in 2015.

Review 2014 & outlook 2015

CONVISTA

Singapore





SUBSIDIARIES

10th Anniversary Faktor Zehnon december 12, 2014 Faktor Zehn celebrated its 10th anniversary

Faktor Zehn was incorporated in Munich in 2004 and for the last 10 years the company has been offering innovative Java based software solutions to the insurance industry. Over this period the company has built a great reputation with large European insurers and their services and products, developed by more than 60 Java experts and insurance specialists in Munich, Vienna and Cologne, are highly regarded.

In 2014 the company celebrated its tenth anniversary. This first decade has been characterized by many great events and shared experiences. 2014 itself was a landmark year, as Faktor Zehn and ConVista moved into a new office in Munich together. Our motto was: “new premises, new perspectives”, with colleagues working together on lots of diverse and fascinating projects. Faktor Zehn won the Innovation Award for the core product Faktor-IPS® in the open source category, and thanks to the quality of the software solution and hard work on client projects, we were able to convince several new clients of the benefits of our solution.

We would like to express our heartfelt thanks to all colleagues and look forward to the next ten years!

CONVISTA

Anniversary Faktor Zehn





SuBSIDIarIeS

15th Anniversary ConVistaon october 1, 2014 ConVista Consulting AG celebrated its 15th company anniversary

In 1999 ConVista opened its first office in Cologne with a total of six employees.

In 2014 ConVista had more than 570 employees in 14 countries across four continents. On our 15th anniversary we were able to look back on many eventful and enjoyable years, with 2014 being one of the most successful years both within the organization and externally, with regards to business activity. This success is the result of a collaborative effort and high performance of which every individual can be proud. We are delighted with this progress!

CONVISTA

Anniversary ConVista

SUBSIDIARIES

CONTENT1. Economic Report.................................................................................................34

1.1 Corporate structure and business operations...........................................................34

1.1.1 Corporate structure................................................................................34

1.1.2 Organization of management and supervision........................................... 35

1.1.3 Business activities, objectives and strategies............................................... 35

1.1.4 Employees...........................................................................................35

1.2 Business Performance and General Conditions.................................................... 36

1.2.1 General Macroeconomic development..................................................... 36

1.2.2 Industry development............................................................................. 36

1.2.3 Business development............................................................................ 36

1.2.4 Assets and financial situation................................................................... 42

2. Risk and opportunity report................................................................................... 45

2.1 Risk and opportunity management at ConVista.................................................... 45

2.2 Risk and opportunity position at ConVista........................................................... 45

3. Forecast Report................................................................................................... 46

3.1 Macroeconomic development.......................................................................... 46

3.2 Sector development........................................................................................ 46

3.3 Business development of the ConVista Group...................................................... 46

4. Supplementary report...........................................................................................47

Group Management Report


CONVISTA CONSOLIDATED FINANCIAL STATEMENT


SUBSIDIARIESGROuP MANAGEMENT REPORT

1. Economic Report1.1 Corporate structure and business operations

Selected managers of ConVista Consulting AG have positions at the subsidiaries in Management and/or their Supervisory Board.

In consequence of the contributions in kind in the business year 2014, ConVista Israel Ltd. has taken over 100% of the shares in SAP ASAP Ltd. The subscribed capital was increased from 100 ILS to 147 ILS. In the course of that, ConVista’s shareholding quota in ConVista Israel Ltd. decreased from 76% to 51%.

In the business year 2014, the ConVista Consulting Pte Ltd. in Singapore was founded. The company is a wholly-owned subsidiary of ConVista Consulting AG.

The ConVista Consulting Corporation, USA, participated in the foundation of the joint venture Comnserv, Inc., USA, in the business year 2014. The company holds 50% of the shares in Comnserv, Inc.

FaktorZehn Consulting GmbH, Munich, was merged with FaktorZehn AG, Munich, as at 1 January 2014.

CoNVISTA CoNSulTING AG

1.1.1 Corporate structure

At the balance sheet date, the ConVista Group in addition to the parent company ConVista Consulting AG, Cologne, as the biggest operative company, consisted of 17

subsidiaries in fourteen countries that are represented at 20 different locations:

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SUBSIDIARIES CONVISTA CONSOLIDATED FINANCIAL STATEMENT



1.1.2 Organization of management and supervision

The shareholders are involved in decisions such as amendment of statuses, use of accumulated profit, in-crease of capital stock, as well as fundamental structural changes. ConVista Consulting AG has only one type of shares, with each share certifying the same voting right.

The Executive Board creates an integrated corporate planning product and organizes the reporting structures within the framework of its business developments in this year for its subsidiaries. The Executive Board reports to the Supervisory Board regularly, comprehensively and in a timely manner, regarding all of the material aspects for the company, the development of the business and, important business transactions, and current profitabil-ity. The Executive Board manages the company under its own responsibility. At the date of reporting, the Executive Board consists of four members.

The Supervisory Board advises and supervises the Executive Board in its management of the company and approves its planning. It appoints executive board mem-bers and determines their remuneration. For fundamental business transactions of the Executive Board, the approv-al of the Supervisory Board is obtained first. The Super-visory Board is briefed by the appointed auditor on the processes as well as the fundamental findings of the audit of the financial statements. At the date of reporting, the Supervisory Board consists of three members.

1.1.3 Business activities, objectives and strategies

The ConVista Group is an internationally operating group. The focus of whose activities is on the system integration as well as software development.

The ConVista Group focuses primarily on the financial services and utilities sectors. From a technological stand-point the core competencies lay mostly in the products from SAP AG as well as JAVA-Technology.

The objective of the group remains the national as well as the international expansion of the range of service with the highest quality.

Since the founding of ConVista Consulting AG in Ger-many in the year 1999, the geographic development has been consistently internationally oriented. Currently, the group has 20 branch offices in fourteen countries. Among them are three internationally geared Delivery Centers in Belgrade, Budapest, and Passau. The internationaliza-tion of the group serves simultaneously to penetrate new markets as well as to get access to flexible Delivery Models to be able to cover local and global project requirements.

1.1.4 Employees

In 2014 the number of employees remained with 569 employees stable compared to the previous year (570 employees).

The qualification and termination of the employees played the vital role in the success of ConVista Group. That is the reason why we offer all employees the participation in comprehensive training. The training components in-clude internal as well as external trainings with the aim not only to gain expert knowledge but also soft skills.




SUBSIDIARIES

1.2.1 General macroeconomic development

In the year 2014, the global economy has still not developed very dynamically. This conclusion can be drawn from a press release of the Federal Ministry of Economics. According to the International Monetary Fund, the worldwide growth amounts to 3.3% in the year 2014. Consequently, the growth is at the previous year’s level. Particularly in the emerging countries, the growth remains comparatively low.

Russia suffers from a deep recession. According to the International Monetary Fund, the growth for 2014 only amounts to 0.6%. The only industrial countries that provide reliable impetuses are the USA and the United Kingdom.

According to the Federal Ministry of Economics, the recovery remains a hesitant one in the euro area as well. The International Monetary Fund calculates a growth of 0.8% for the euro area in the year 2014.

According to the Federal Statistical Office, the German economy has proven to be generally stable in the annual average of 2014. In comparison to the previous year, the gross domestic product has increased by 1.5%. Conse-quently, the growth exceeds the average of the past ten years. According to the Federal Statistical Office, the eco-nomic situation has stabilized at the end of the year after a flying start to the year and the following weak phase in the summer. Among the building and the production in-dustry, the service industry has developed positively, too.

As in the year 2013, in Austria the growth amounts to 0.3% for the year 2014. Also in Switzerland the growth is on the previous year’s level and amounts to 2.0%.

All in all, there is a positive development in the main sales countries (Germany, Switzerland, Austria) of the ConVista group.

1.2.2 Industry development

According to the Federal Association of Business Consultants (BDU e.V.), the turnover in the business consultants industry increased by 6.4%, compared to the previous year. Consulting services with the value of 25.2 billion (2013: 23.7 billion Euro) were generated. Initially, the turnover was expected to increase by 5.5%.

According to the BDU, a paradigm shift takes place in industry and economy. This paradigm shift leans towards digital interconnectivity. Particularly financial service providers and energy suppliers face big challenges. Also banks and insurance companies have been concerned by the digitalization in a highly intensive manner.

1.2.3 Business development

In 2014 the ConVista group could partake disproportion-ately in the economic situation of the main sales markets and has undergone a positive business development. After a restrained start in the first quarter, the average utiliza-tion could be consistently maintained at a high level and consequently, after the difficult business year 2013, a con-solidated net profit could be made.

At the group level, the consolidated turnover could be increased by 16%, compared to the previous year. The increase in turnover primarily results from a greater demand and thus a higher average utilization of the em-ployees whose number turns out to be stable considering the whole year.

Increases in the consolidated turnover could be achieved in Germany (25.5%); Great Britain (68.1%); Israel (>100%); in the USA (82.1%); Brazil (>100%); Spain (46.2%); Italy (75.0%); Austria (3.0%) and Russia (>100%). In contrast there were decreases in turnover at the subsidiaries in Switzerland (-23.9%); South Africa (-30.2%) and Hungary (-17.1%).

1.2 Business Performance and General Conditions

GROuP MANAGEMENT REPORT





Most of the subsidiaries of the ConVista group have undergone a positive business development in the year 2014. Apart from a few exceptions (South Africa, Israel, Singapore, Russia), annual net profits were generated. In comparison to the previous year, there is a considerable recovery within the ConVista group.

The increase in turnover by more than 10% and the return on sales of nearly 6% forecasted with regard to the EBIT in the previous year could be achieved. All in all, there is a considerable improvement after the difficult course of business in the year 2013 as it was predicted.

IN EuR 2014 % 2013 %

Turnover 73,761,641 100.0% 63,651,161 100.0%

Reduction in stocks of unfinished services 1,500,732 2.0% 371,205 0.6%

Other operating income 491,250 0.7% 642,771 1.0%

Costs of material -11,984,532 -16.2% -9,385,987 -14.7%

Personnel expenses -44,678,547 -60.6% -41,716,419 -65.5%

Other operating expenses -13,681,914 -18.5% -14,422,229 -22.7%

Depreciation -1,136,677 -1.5% -1,382,766 -2.2%

Earnings before interest and taxes (EBIT) 4,271,952 5.8% -2,242,265 -3.5%

Net financial income -261,680 -0.4% -167,146 -0.3%

Earnings before taxes (EBT) 4,010,272 5.4% -2,409,412 3.8%

Taxes -966,045 -1.3% -317,263 -0.5%

Earnings after taxes (EAT) 3,044,227 4.1% -2,726,675 -4.3%

thereof attributed to other subsidiaries -9,425 0.0% 130,421 0.2%

thereof attributed to ConVista Consulting AG shareholders (Group Report)

3,034,802 4.1% -2,596,254 -4.1%

Par value 2.88 -2.48

Group Profit and Loss Statement of the German commercial Code hGB (abbreviated version):




GROuP MANAGEMENT REPORT

Turnover

The ConVista Group recorded group sales revenue for the fiscal year 2014 of € 73.761 million (2013: € 63.651 million). Sales were buoyed mainly by Payment Trans- actions, Financial Accounting, Utilities, Sales Force Management and Policy Management.

The turnover breakdown by all subsidiaries is as follows:

IN EuR 2014 % 2013 %

Overall Turnover

Compound Turnover

Group Turnover

Overall Turnover

Compound Turnover

Group Turnover

ConVista Germany 45,664,808 5,255,657 40,409,151 54.8% 40,420,558 7,980,966 32,439,592 51.0%

Faktor Zehn AG Germany 5,332,353 2,700,661 2,631,691 3.6% 4,482,395 2,636,554 1,845,841 2.9%

Faktor Zehn Consulting n/a n/a n/a n/a 32,596 4,760 27,836 0.0%

ConVista Switzerland 9,359,058 1,258,597 8,100,461 11.0% 11,236,115 588,999 10,647,117 16.7%

ConVista Singapore 66,607 66,607 0 0.0% n/a n/a n/a n/a

ConVista Great Britain 1,330,288 389,915 940,373 1.3% 783,100 223,639 559,462 0.9%

ConVista Israel 573,371 15,770 557,601 0.8% 93,458 0 93,458 0.1%

ConVista uSA 2,431,817 550,110 1,881,707 2.6% 1,665,449 632,210 1,033,240 1.6%

ConVista Brazil 2,407,905 0 2,407,905 3.3% 1,184,177 0 1,184,177 1.9%

ConVista Spain 5,445,278 3,174,670 2,270,608 3.1% 4,438,619 2,885,013 1,553,606 2.4%

ConVista Italy 640,188 169,456 470,732 0.6% 525,627 256,691 268,936 0.4%

ConVista Serbia 766,200 766,200 0 0.0% 700,652 700,652 0 0.0%

ConVista Austria 6,584,224 6,510,662 73,562 0.1% 5,476,316 5,422,325 53,991 0.1%

Faktor Zehn Gmbh Austria 11,537,788 333,697 11,204,091 15.2% 11,029,567 135,138 10,894,430 17.1%

ConVista Russia 883,733 10,899 872,833 1.2% 461,862 165,781 296,081 0.5%

ConVista South Africa 2,276,226 450,213 1,826,012 2.5% 3,126,507 511,791 2,614,716 4.1%

ConVista hungary 697,512 582,601 114,911 0.2% 536,055 397,375 138,680 0.2%

Turnover total 95,997,357 22,235,716 73,761,641 100.0% 86,193,054 22,541,893 63,651,161 100.0%

SuBSIDIARIES





Broken down by region, Germany accounted for 57.3 % (2013: 53.3 %) of consolidated sales followed by Austria with 16.4 % (2013: 18.2 %) and Switzerland with 9.4 % (Vj. 16.2 %).

Other important key markets included Brazil with 2.9 % (2013: 2.0 %), South Africa with 2.2 % (2013: 4.0 %), USA and Canada with combined 2,5 % (2013: 1.1 %).

2014 2013

Cost of material

The cost of material for the past fiscal year amounted to € 11.985 million (2013: € 9.386 million). Around € 11.874 million (2013: € 9.295 million) of this figure was attributable to the compenzation of freelancing consultants and € 0.111 million (2013: € 0.091 million) for the purchase of material and supplies as well as SAP-Licenses.

The expenses for external services amounted to € 8.872 million (2013: € 8.454 million) inland and € 3,002 million (2013: € 0,899 million) abroad.

Germany

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Brazil

France

USA/Canada

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Austria

Switzerland

Brazil

USA/Canada

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Spain/Portugal

Great Britain

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Others

SuBSIDIARIES





Personnel expenses

The personnel expenses amounted to € 44.679 million (2013: € 41.716 million) in the year 2014, which cor-responds to a personnel expense ratio of 60.5 % (2013: 65.3 %). This consists of salaries in the amount € 38.625 million (2013: € 35.899 million) and social security expenses of € 6.054 million (2013: € 5.817 million). The customer demand has increased, compared to the previous year. Basically, the increased demand could be covered by means of the existing employee base so that the increase of the personnel costs was lower than the increase of the sales revenue.

Other operating expenses

Other operating expenses amounted to € 13.682 million (2013: € 14.422 million). This consists mainly of travel expenses, cost of office premises and vehicle expenses.

IN EuR 2014 % 2013 %

Vehicle expenses 1,879,192 13.7% 1,018,503 7.1%

Travel expenses 4,782,160 35.0% 5,175,502 35.9%

Occupancy costs 1,921,021 14.0% 2,065,799 14.3%

Marketing and distribution costs 602,470 4.4% 664,877 4.6%

Remaining other operational expenses 4,497,071 32.9% 5,497,549 38.1%

other operational expenses 13,681,914 100.0% 14,422,229 100.0%

Depreciation

In the past fiscal year, the depreciations amounted to € 1.137 million (2013: € 1.383 million) and relate to sched-uled depreciation and amortization of property, plant, equipment of € 0.504 million (2013: € 0,595 million) as well as intangible assets of € 0.633 million (2013: € 0.788 million).

At the subsidiaries in USA, Russia, Hungary, Israel and Faktor Zehn AG a scheduled depreciation of Goodwill was conducted in the amount of € 0.332 million (2013: € 0.385 million).





Earnings before interest and taxes (EBIT)

The Groups-EBIT amounted to € 4.272 million (2013: € -2.242 million) and can be deprived from the subsidiariesas follows:

IN EuR 2014 2013

EBIT of not consolidated statements 4,018,457 -1,729,551

Group adjustments (to hB II) 585,919 36,451

EBIT before Goodwill 4,604,376 -1,693,100

Goodwill Depreciation -332,424 -549,166

Group-EBIT 4,271,952 -2,242,265

Financial result -261,680 -167,146

Taxable income subsidiaries 3,756,778 -1,896,697

In the business year 2014 nearly all subsidiaries of the ConVista group could contribute to the corporate EBIT with positive margins. Exceptions are ConVista Singa-pore, ConVista Israel, ConVista Russia and ConVista South Africa. These subsidiaries have influenced the corporate EBIT with negative margins.

In total, the ConVista group achieves a profit margin of 5.8 % with regard to the corporate EBIT.

Taxes

The taxes amounted to a total of € 0.966 million (2013: € 0.317 million) out of which € 0.920 million (2013: € 0.169 million) was from income and earnings which compared to the taxable sum of the subsidiaries mounts up to 22.9 % (2013: -8.9 %).

The tax rate of the business yar 2013 is negative because total taxable results of the regional companies are nega-tive, even though tax payments must be made in some countries due to positive taxable income for 2014.

Deferred taxes totaled € 0.029 million (2013: € 0.045 million) and other taxes € 0.046 million (2013: € 0.103 million).

Consolidated net earnings

After deducting the profit attributable to minority interests in the amount of € 0.009 million (2013: loss of € 0.130 million), there is a consolidated net profit after minority interests in the amount of € 3.035 million (2013: consolidated net loss: € -2.596 million) and earn-ings per share of € 2.88 (2013: € -2.48).





Financial ManagementThe ConVista Group follows a well-balanced financial policy. Goal of this policy is to ensure the short term liquidity and the insurance of financial means for middle and long term investment projects. The Bank balances as well as the financial situation of all subsidiaries are part of standard procedure at the quarterly reporting.

Off-balance sheet financing instruments for example leasing, are only used in a small scale for example for leasing of company vehicles or office furniture. Factoring and other forms of sale of receivables are not implemented.

The financing of the group was ensured throughout the fiscal year 2014. The credit lines of the group have increased by € 0.900 million to € 6.520 million.

IN EuR 2014 2013

Long term assets 2,408,780 3,139,258

Current assets 22,299,392 17,760,142

Accruals and deferred income 65,202 274,554

Total assets 24,773,374 21,173,954

Equity 9,346,805 5,981,127

Borrowing 15,340,692 15,044,151

Accruals and deferred income 37,570 80,652

Deferred tax liabilities 48,307 68,024

Total capital 24,773,374 21,173,954

1.2.4 Assets and financial situation

Balance sheet of the ConVista Group HGB (abbreviated version):





Long term assets

The long term assets have decreased from € 3.139 million in the previous year to € 2.409 million.

IN EuR 2014 2013

Intangible assets 1,342,874 1,954,257

Tangible assets 1,016,159 1,137,591

Financial assets 49,747 47,410

long-term assets 2,408,780 3,139,258

IN EuR 2014 2013

Inventory 1,953,071 792,749

Receivables and other assets 14,111,020 13,439,848

Cash and cash equivalents 6,235,301 3,527,544

Current assets 22,299,392 17,760,142

Short Term Assets

The short term assets increased from € 17.760 million in the previous year to € 22.299 million. This is mostly due to an increase of cash, cash equivalents and receivables, other assets and inventories.

Cash and cash equivalents increased by € 2.708 million to € 6.235 million.





Shareholders equity

The shareholders equity increased by € 3.366 million compared to the previous year from € 5.981 million to € 9.347 million. The equity-to-asset ratio increased from 28.2 % in the previous year to 37.8 %.

Capital stock

The capital stock increased from € 15.044 million to € 15.341 million. This is due to an increase of accruals amounting to € 1.156 million accompanied by a reduction of liabilities in the amout of € 0.860 million.

IN EuR 2014 2013

Cash flows from operating activities 5,456,886 -1,811,411

Cash flows from investing activities -331,899 -1,224,541

Cash flows from financing activities -2,500,545 2,507,744

Changes in inventories of Cash and Cash equivalents

2,624,443 -528,208

Cash Flow ConVista Group (abbreviated version):

IN EuR 2014 2013

Tax provisions 360,138 417,170

Personnel provisions 4,135,027 3,127,300

Other provisions 1,069,429 864,012

Provisions 5,564,594 4,408,482

Amounts owed to credit institutions 2,440,582 4,265,668

Advance payments received on account of orders 1,300,474 1,041,601

Accounts payable trade 2,203,171 1,816,306

Other liabilities 3,831,871 3,512,093

liabilities 9,776,098 10,635,669

Cash Flow

In total results from the precending financial year an increase in cash and cash equivalents in the amount of € 2.624 million. The difference in the development of liquid assets (Increase of € 2.708 million) result from cur-rency effects in the amount of € 0.083 million.





2. Risk and opportunity Report

2.1 Risk and opportunity Report at ConVista

To be able to react as close as possible to changing conditions with direct or indirect influence of asset financing and earnings of the ConVista Consulting AG, a mandatory quarterly reporting was implemented for all subsidiaries. As the group faces new challenges, it is con-tinuingly adjusted and further developed. This is how it is possible for ConVista Consulting AG to identify risks early and supervise and regulate.

2.2 Risk and opportunity position of ConVista

The ConVista Group is exposed to the general risks of theconsultancy sector especially to the economic and socialdevelopment. Risks consist mainly in view of adjustmentsto the fee, reduction of projects as well as budget cuts.

To minimize risks, the sales activities are being continu-ously expanded in order to both win new projects and to expand existing business. Measures to optimize costs and to increase efficiency are continuously being imple-mented in equal measure.

Default of receivables for the ConVista Group are expected to occur only in a very small range, this is due to the fact that our clients are mostly from the insurance and energy sector which are both financially strong sectors that have been proven to have a strong payment history.

The ConVista Group has very limited exposure to cur-rency exchange fluctuations, due to the largest business is conducted in either Euro or in the currency the subsidi-ary is located.

In the opinion of the board of directors, the current politi-cal situation in Russia will not have a negative impact on the business there.

Opportunities are identified and analyzed in the company.Just like risk management, opportunity management is geared towards systematically and continuously increas-ing the value of the company. A quantification of the op-portunities cannot be implemented because, as a gen-eral rule, external parameters and influencing factors are relevant to the exploitation of opportunities and these can only be influenced by ConVista Consulting AG to a limited extent. We are permanently observing our markets and can therefore identify market opportunities which arise. Furthermore, we are in continuous dialogue with clients in order to identify trends and developments at an early stage.

Opportunities exist in the acquisition of new business due to marketing activities, as well as in the continuous further development of our employees and the associated expansion of our portfolio.

A key factor of ConVista Group’s success, are motivated employees. To ensure a long-term employer-employee relationship, the ConVista Group positions itself as top employer. Attractive compensation packages, individual career modules, further education, and an interesting work environment are only a few personnel measures taken by the ConVista Group.





3. Forecast Report

3.1 Macroeconomic development

The International Monetary Fund (IWF) assumes a world-wide economic growth of 3.5 % in 2015. Therefore the growth will probably stay at the same level as in previous years. For the Euro zone a lower growth rate of 1.2 % is predicted while the growth in emerging markets will be stable with 4.3 %. An exception to this will be the Russian market. Due to the low price of oil and geopolitical ten-sions an decline of 3 % is expected for 2015. In Brazil the growth remains with 0.1 % rather modest.

3.2 Sector development

The BDU predicts a growth of 7.4 % for the year 2015 in the IT-sector. The major market players with sales of more than € 45 million a year assume a growth of 6.5 %. According to the BDU there will especially be impulses from industries like engineering, financial services, energy and water suppliers.

The ConVista Consulting AG assumes to profit from a rising demand for consulting in Germany, Switzerland and Italy as well as in economic stronger regions like USA, Brazil and Israel.

3.3 Business development of the ConVista Group

The first quarter in 2014 started with a revenue growth of10 %. Compared to the fiscal year 2014 the utilization increased as well. For 2015 we expect an increase of turnover of 2 % compared to 2014. In terms of EBIT we are assuming a slight increase of return on sales for the entire fiscal year 2015.

The liquidity of the group increased considerable in 2014. For 2015, we expect the capital requirements remain covered by the credit lines without taking completely ad-vantage of those.

To summarize, the executive board estimates a positive business trend for the fiscal year 2014 and a further growth of the market position.





4. Supplementary report

Wolfgang Albers Oliver Kewes

Thomas MöllerMartin Hinz

Other activities of special interest have not occurred after the closing of the fiscal year.

Cologne, April 14th 2015

Consolidated financial statement /Notes to consolidated statements

CONTENT1. Consolidated financial statement............................................................................49

1.1 Group balance sheet.............................................................................. 49

1.2 Consolidated statements of income............................................................ 51

1.3 Consolidated statements of comprehensive income....................................... 52

1.4 Consolidated cash flow statement............................................................. 53

2. Notes to consolidated statements........................................................................... 54

2.1. General information............................................................................... 54

2.2. Information about consolidation basis........................................................54

2.3. Information about consolidation methods................................................... 55

2.4. Information about accounting and valuation methods................................... 58

2.4.1 Accounting methods.................................................................. 58

2.4.2 Valuation methods.....................................................................58

2.5. Information about consolidated balance sheet............................................ 60

2.5.1 Fixed assets............................................................................. 60

2.5.2 Equity..................................................................................... 62

2.5.3 Provisions................................................................................ 63

2.5.4 Payables to credit institutions....................................................... 63

2.5.5 Deferred taxes......................................................................... 63

2.5.6 Other financial obligations......................................................... 63

2.6. Information about consolidated P&L.......................................................... 64

2.7. Other information.................................................................................. 64


CONVISTA NOTES TO CONSOLIDATED STATEMENTS



1.1 Group balance sheet as at december 31st 2014

IN EuR 2014 2013

A. Non-current assets 2,408,780 3,139,258

I. Intangible assets 1,342,874 1,954,257

1. Purchased concessions, industrial property rights and similar rights and assets as well as licenses in such rights and assets

578,582 849,695

2. Goodwill 764,292 1,104,562

II. Tangible assets 1,016,159 1,137,591

Office equipment 1,016,159 1,137,591

III. Financial assets 49,747 47,410

1. Investments 26,148 5,557

2. Other securities 15,786 34,985

3. Other loans 7,812 6,868

B. Current assets 22,299,392 17,760,142

I. Inventory 1,953,071 792,749

1. unfinished services 1,877,569 646,204

2. Products 0.00 140,000

3. Payments in advance 65,502 6,545

II. Receivables and other assets 14,111,020 13,439,848

1. Trade accounts receivables 12,942,481 11,687,602

2. Other assets thereof with a maturity of more than one year 272.602

1,168,539484,354

1,752,246

III. Cash in hand and deposits at federal banks Bank deposits and checks

6,235,301 3,527,544

C. Prepaid expenses 65,202 274,554

A S S E T S 24,733,374 21,173,954

ASSETS

1. Consolidated financial statement




SuBSIDIArIeSCONSOLIDATED FINANCIAL STATEMENT

50

lIABIlITIES

IN EuR 2014 2013

A. Equity 9,346,805 5,981,127

I. Share capital 1,097,937 1,097,937

Nominal value of treasury shares -44,472 -52,309

II. Capital reserve 1,919,032 1,850,919

III. Retained earnings 2,241,986 2,241,986

1. Statutory reserve 25,000 25,000

2. Other reserves 2,216,986 2,216,986

IV. Currency differences 11,701 -73,001

V. Consolidated net profit 4,000,540 810,160

VI. Shares third party 120,080 105,434

B. Provisions 5,564,594 4,408,482

1. Tax provisions 360,138 417,170

2. Other provisions 5,204,456 3,991,312

C. liabilities 9,776,098 10,635,669

1. Liabilities to credit institutions 2.440.582 2,440,582 4,243,266 4,265,668

2. Received prepayments for orders thereof with a maturity up to one year 1.300.474

1,300,474

1,041,601

1,041,601

3. Trade account payables thereof with a maturity up to one year 2.203.171

2,203,171

1,816,306

1,816,306

4. Other payables thereof taxes thereof related to social security thereof with a maturity up to one year

2.862.213

252.622 3.732.173

3,831,871 1,980,108

251,919 3,512,093

3,512,093

d. deferred income 37,570 80,652

E. deferred tax liabilities 48,307 68,024

l I A B I l I T I E S 24,773,374 21,173,954

SuBSIDIARIES

1.1 Group balance sheet as at december 31st 2014

1. Consolidated financial statement




SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENT

51

1.2 Consolidated statements of income January 1st – december 31st 2014

IN EuR 2014 2013

1. Turnover 73,761,641 63,651,161

2. Increase in stock of unfinished services 1,500,732 371,205

3. other operating income 491,250 642,771

4. Costs of material -11,984,532 -9,385,987

a) Expenses for raw materials and supplies, operating materials and sourced goods

-110,873 -90,586

b) Expenses for purchased services -11,873,659 -9,295,401

5. Personnel expenses -44,678,547 -41,716,419

a) Wages and salaries -38,625,041 -35,899,047

b) Social security and other pension costs thereof for retirement -366,808

-6,053,507

-449,897

-5,817,372

6. depreciation of intangible assets of non-current assets and fixed assets

-1,136,677 -1,382,766

7. other operating expenses -13,681,914 -14,422,229

8. Income from other investment securities and from long-term loans

700 3,597

thereof from affiliated companies 0 0

9. other interests and similar income 21,148 46,101

thereof from affiliated companies 0 0

10. depreciation of financial assets and of securities held as current assets

0.00 -26

11. Interests and similar expenses -283,527 -216,727

12. Result from ordinary activities 4,010,272 -2,409,412

13. Income taxes -919,560 -214,579

thereof increase of deferred taxes 28,888 45,323

14. other taxes -46,485 -102,684

15. Consolidated net income/Consolidated net loss 3,044,227 -2,726,675

16. Minority interests in consolidated net income -9,425 130,421

17. Retained earnings 810,160 4,294,631

18. Statutory reserves 155,578 -916,909

19. Reversal of revenue reserves after offsetting against the acquired fixed assets

-155,578 916,909

20. offsetting against the difference for the repurchase of our own shares

155,578 -916,909

21. Release of profit reserves 0.00 28,692

22. Consolidated net profit 4,000,540 810,160

SuBSIDIARIES




SuBSIDIArIeSCONSOLIDATED FINANCIAL STATEMENT

1.3 Consolidated statements of comprehensive income

IN EuR 2014 % 2013 %

Turnover 73,761,641 100.0% 63,651,161 100.0%

Reduction in stocks of unfinished services 1,500,732 2.0% 371,205 0.6%

Other operating income 491,250 0.7% 642,771 1.0%

Costs of material -11,984,532 -16.2% -9,385,987 -14.7%

Personnel expenses -44,678,547 -60.6% -41,716,419 -65.5%

Other operating expenses -13,681,914 -18.5% -14,422,229 -22.7%

Depreciation -1,136,677 -1.5% -1,382,766 -2.2%

Earnings before interest and taxes (EBIT) 4,271,952 5.8% -2,242,265 -3.5%

Interest income 21,848 0.0% 49,607 0.1%

Interest expenses -283,528 -0.4% -216,753 -0.3%

Net financial income -261,680 -0.4% -167,146 -0.3%

Earnings before taxes (EBT) 4,010,272 5.4% -2,409,412 -3.8%

Income taxes -919,560 -1.2% -214,579 -0.3%

Other taxes -46,485 -0.1% -102,684 -0.2%

Consolidated net income/Consolidated net loss 3,044,227 4.1% -2,726,675 -4.3%

thereof attributed to other shareholders -9,425 0.0% 130,421 0.2%

thereof attributed to ConVista Consulting AGshareholders (Group Report)

3,034,802 4.1% -2,596,254 -4.1%

Consolidated comprehensive income 3,034,802 4.1% -2,596,254 -4.1%

Par value 2.88 -2.48




SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENT

1.4 Consolidated cash flow statement

2014 2013

1. Cash flow from operating activities 5,456,886 -1,811,411

Net income/Net loss 3,044,227 -2,726,675

Amortization, depreciation, write-up to fixed assets 1,136,677 1,382,766

Increase/decrease of provisions 1,156,112 -261,139

Other non-cash expenses/income 854,344 -9,190

Profits and losses from the sale of fixed assets 0 -16,650

Increase/decrease of inventory, trade account receivables as well asother assets not referable to investing or financing activities

-1,622,141 -55,334

Increase/decrease of trade account payables as well asother liabilites not referable to investing or financing activities

887,667 -125,190

2. Cash flow from investing activities -331,899 -1,224,541

Cash inflow from disposals of tangible fixed assets 1,204 28,238

Cash inflow from disposals of intangible fixed assets 24,428 2,478

Cash outflow for investments in tangible assets -350,376 -497,646

Cash outflow for investments in intangible assets -19,411 -738,700

Cash inflow from disposals of financial assets 20,761 15,720

Cash outflow for investments in financial assets -8,504 -28,503

Cash in-/outflow from aquisition and disposition of consolidated companiesand other business units 0 -6,127

3. Cash flow from financing activities -2,500,545 2,507,744

Cash in-/outflow from sale and the acquisition of own shares -675,458 -484,026

Payments for issuing bonds and raising financial loans 78,401 3,100,764

Repayment of bonds and financial loans -1,903,487 -108,994

Changes in cash and cash equivalents 2,624,443 -528,208

Cash and cash equivalents at the beginning of the period 3,527,544 4,250,226

Changes of cash and cash equivalents due toexchange rates at the beginning of the period

83,314 -194,474

Cash and cash equivalents at the end of the period 6,235,301 3,527,544




SuBSIDIArIeSNOTES TO CONSOLIDATED STATEMENTS

2. Notes to consolidated statements

The consolidated annual financial statements and the group management report for the business year 2015 have been created in accordance to the structure account-ing and valuation principles of German GAAP (HGB) and German Stock corporation law (AktG).

The balance sheet is structured according to § 266 German GAAP (HGB). The profit and loss statement is structured in accordance with § 275 Para. 2 German GAAP(HGB), complemented by § 158 German Stock corpora-tion law (AktG).

Name of subsidiary Registered office Percentage of participation

Faktor Zehn AG Munich, Germany 100%

ConVista Consulting AG dübendorf, Switzerland 100%

ConVista Consulting Pte ltd. Singaporr 100%

ConVista Consulting ltd. Nottingham, Great Britain 100%

ConVista Israel ltd. Haifa, Israel 51%

ConVista Consulting Corporation Pennsylvania, uSA 100%

ConVista do Brasil Consultoria em Informática ltda. Sáo Paulo, Brazil 76%

ConVista Consulting & Advisors S.l. Barcelona, Spain 100%

ConVista Consulting S.R.l. Milan, Italy 100%

ConVista Consulting d.o.o. Belgrade, Serbia 100%

ConVista Consulting GmbH Vienna, Austria 100%

Faktor Zehn GmbH Vienna, Austria 100%

l.l.S. ConVista Consulting Moscow, Russia 99%

ConVista Consulting (Pty) ltd. Cape Town, South Africa 67%

ConVista Consulting Kft. Budapest, Hungary 100%

2.1 General Information

2.2 Information about consolidation basis

The following mentioned subsidiaries as well as ConVista Consulting AG, Cologne were included in the consolidated financial statements within the full consolidation, in accord-ance with §§ 300 German GAAP (HGB) et seqq.




SUBSIDIARIESNOTES TO CONSOLIDATED STATEMENTS

In consequence of the contributions in kind in the business year 2014, ConVista Israel Ltd. has taken over 100 % of the shares in SAP ASAP Ltd. The subscribed capital was increased from 100 ILS to 147 ILS. In the course of that, ConVista Consulting AG shareholding quota in ConVista Israel Ltd. decreased from 76 % to 51 %. In the scope of a full consolidation, SAP ASAP Ltd., Israel, was factored into the consolidated financial state-ment.

In the business year 2014, the ConVista Consulting Pte Ltd. in Singapore was founded. The company is a wholly-owned subsidiary of ConVista Consulting AG, Cologne, and was factored into the consolidated financial state-ment in the scope of a full consolidation.

FaktorZehn Consulting GmbH, Munich, was merged with FaktorZehn AG, Munich, as at 1 January 2014.

All subsidiaries included in the consolidation process have uniformly prepared their annual financial statementsas at December 31st 2014.

The ConVista Consulting Corporation, USA, participated in the foundation of the joint venture Comnserv, Inc., USA in the business year 2014. The company holds 50 % of the shares in Comnserv, Inc.

Comnserv Inc. is an associated company since ConVista Consulting AG has a significant, though indirect, influ-ence via ConVista Consulting Corporation on it. The exemption provision included in section 311 para. 2 of the German Commercial Code (HGB) is made use of because the subsidiary is of subordinate importance for providing a true and fair view of the net assets, the financial position and the results of operations. The share in Comnserv Inc. is evaluated at acquisition costs and recognized as investment.

ConVista Consulting AG has a share in AIP GmbH, Cologne, in the amount of 22.2 %. The share capital of AIP GmbH amount to € 25,000. When preparing the consolidated financial statement, a financial statement of AIP GmbH did not exist yet.

2.3 Information about consolidation methods

The consolidated financial statements are based on the domestic financial statements in accordance with the principles of German GAAP (HGB).

The included financial statements of foreign subsidiarieshave been generally adjusted to be in line with German GAAP (HGB) as far as differences to German GAAP (HGB) have occurred.

The translation of annual financial statements in foreign currency has been performed in accordance with the modified reporting date method (§ 308a German GAAP [HGB]). On the balance sheet—except for the equity—thetranslation has been performed according to the mean spot exchange rate as at December 31st 2014 and for the profit and loss statement according to the average spot exchange rate of 2014.

The exchange rates are based on the exchange rate statistics of the German federal Bank. The development of the equity is based on historical exchange rates.





During the fiscal year the following depreciation has beenperformed:

Goodwill 12/31/2014 12/31/2013

ConVista Consulting Corporation, uSA 269,320 355,646

L.L.S. ConVista Consulting, Russia 65,169 156,012

Faktor Zehn AG, Germany 372,766 508,317

ConVista Consulting Kft., hungary 52,646 78,969

ConVista Israel Ltd., haifa 4,391 5,617

Total 764,292 1,104,561

Goodwill Depreciation

ConVista Consulting Corporation, uSA 123,064

L.L.S. ConVista Consulting, Russia 46,261

Faktor Zehn AG, Germany 135,551

ConVista Consulting Kft., hungary 26,323

ConVista Israel Ltd., Israel 1,225

Total 332,424

The differences resulting from currency translation have been classified as equity without affecting the income statement. The capital consolidation is performed in ac-cordance with § 301 German GAAP (HGB) by the revalu-ation method by offsetting the acquisition value of the investment with the percentage of equity of consolidated

subsidiaries held be the group, valued at the time of the first inclusion.

Goodwills from capital consolidation are indicated in thefollowing:

2.3 Information about consolidation methods





Company 2014 2013

ConVista Consulting AG, Switzerland 1,006,184 1,006,184

ConVista Ltd., Great Britain 75,829 75,829

ConVista Consulting & Advisors S.L., Spain 473,670 473,670

ConVista Consulting S.R.L., Italy 30,462 30,462

ConVista Consulting d.o.o., Serbia 90,489 90,489

ConVista Consulting Gmbh, Austria 46,338 46,338

ConVista Consulting (Pty) Ltd., South Africa 493,998 493,998

ConVista Consulting Kft., hungary 0 0

Total 2,216,970 2,216,970

Within the scope of the first time consolidation there arebadwills resulting from retained earnings by subsidiariesand have been allocated to retained earnings without

affecting the income statement. The badwill splits up asfollows:

Within the scope of the debt consolidation all payables and receivables that exist between the subsidiaries which are included in the consolidation have been settled. By the expense and income consolidation all intercompany expenses and income have been settled.

Interim results do not exist.

For determination of deferred taxes within the first time consolidation the individual tax rate of the particular country in a range between 25 % and 43 % has been applied. The deferred taxes are resulting due to group adjustments.





2.4.1 Valuation methods

All assets, provisions, payables, accruals, expenses and income are included in the financial statements as long as nothing else is imposed by law.

The items on the asset side have not been netted with the items on the liability side. The same applies for ex-penses and income. The current- and non-current assets, equity, provisions and payables as well as accruals are shown separately in the balance sheet and are detailed sufficiently.

The non-current assets only show items that are intended to permanently serve the business. Accruals have been recognized in accordance with § 250 German GAAP (HGB) only.

2.4.2 Valuation methods

Each asset and liability has been valued separately.

The valuation has been done in a prudent fashion. In particular all predictable risks and losses, which have occurred at the closing date have been taken into account, even if they emerged between the closing date and the date of compilation of the annual statements. Profit has only been taken into account, if it has been realized by the closing date. Regardless of the time of payment expenses and income of the financial year havebeen taken into account.

Single items have been valued as follows:

Purchased intangible assets have been recorded at acquisition costs and have been depreciated according to schedule if they had been subject to wear and tear.

Fixed assets have been valued with acquisition costs deducted by scheduled depreciation.

The basis of depreciation was the predictable useful life of the particular asset. The depreciation has been carried out in straight line.

Low value fixed assets up to EUR 410 have been subject to immediate write-off.

Investments in affiliated companies have been valued at acquisition costs.

The development of the fixed assets results from the fixed asset schedule.

2.4 Information about accounting and valuation methods





The inventory includes unfinished services, which are valued at production costs. In addition to the direct costs, the manufacturing and material costs as well as depreciation of fixed assets are included in production costs.

Receivables and other assets are stated at their nominal value. The general credit risk in receivables from deliveries and services was recognized by a general allowance.

Provisions were made according to the anticipated needs. All identifiable risks and uncertain obligations were taken into account.

Payables are recognized at the settlement amount.

The items included in the financial statements, based on amounts that are denominated in the currency or originally denominated in foreign currency have been valued at the exchange rate of the day of business transaction. Losses from exchange rate changes up to the balance sheet date are always taken into account. Profits from exchange rate changes are taken into account if maturities of one year or less apply.





IN EuR Opening balance 2014 (historical)

Currencyeffects

Additions due to changes in the consolidation scope Additions Disposals Depreciation

(cummulative)Bookvalue

12/31/2014Bookvalue

12/31/2013Depreciation

2014

Intangbile assets 3,611,191 -16,325 0 29,398 -25,457 -2,255,934 1,342,874 1,954,256 -632,986

Purchased concessions, industrial property rights and similar rights and assets as well as licenses in such rights and assets

1,750,298 217 0 29,398 -25,457 -1,175,875 578,582 849,695 -300,562

Goodwill 1,860,894 -16,542 0 0 0 -1,080,059 764,292 1,104,561 -332,424

Fixed assets 3,569,283 6,341 0 394,995 -432,722 -2,521,738 1,016,159 1,137,591 -503,691

Other equipment, operating officeequipment

3,569,283 6,341 0 394,995 -432,722 -2,521,738 1,016,159 1,137,591 -503,691

Financial assets 47,436 825 0 21,562 -20,076 0 49,747 47,410 0

Investments 5,557 0 0 20,591 26,148 5,557 0

Other securities 35,011 566 0 285 -20,076 15,786 34,985 0

Other loans 6,868 259 0 686 7,812 6,868 0

Total fixed assets 7,227,911 -9,159 0 445,955 -478,254 -4,777,672 2,408,780 3,139,258 -1,136,677

2.5.1 Fixed Assets

2.5 Information about consolidated balance sheet





SUBSIDIARIES

IN EuR Opening balance 2014 (historical)

Currencyeffects

Additions due to changes in the consolidation scope Additions Disposals Depreciation

(cummulative)Bookvalue

12/31/2014Bookvalue

12/31/2013Depreciation

2014

Intangbile assets 3,611,191 -16,325 0 29,398 -25,457 -2,255,934 1,342,874 1,954,256 -632,986

Purchased concessions, industrial property rights and similar rights and assets as well as licenses in such rights and assets

1,750,298 217 0 29,398 -25,457 -1,175,875 578,582 849,695 -300,562

Goodwill 1,860,894 -16,542 0 0 0 -1,080,059 764,292 1,104,561 -332,424

Fixed assets 3,569,283 6,341 0 394,995 -432,722 -2,521,738 1,016,159 1,137,591 -503,691

Other equipment, operating officeequipment

3,569,283 6,341 0 394,995 -432,722 -2,521,738 1,016,159 1,137,591 -503,691

Financial assets 47,436 825 0 21,562 -20,076 0 49,747 47,410 0

Investments 5,557 0 0 20,591 26,148 5,557 0

Other securities 35,011 566 0 285 -20,076 15,786 34,985 0

Other loans 6,868 259 0 686 7,812 6,868 0

Total fixed assets 7,227,911 -9,159 0 445,955 -478,254 -4,777,672 2,408,780 3,139,258 -1,136,677

KONZERNANhANG





Subscribed Capital

The subscribed capital of the Company in the amount of € 1,097,937 is denominated in 1,097,937 registered shares with a nominal value of EUR 1.00 each, which are fully paid.

The nominal value of treasury shares by the amount of € 44,472 is disclosed from the subscribed capital according to the requirements.

2.5.2 Equity

IN TEuR Sharecapital

Capitalreserve

Statutoryreserve

Retainedearnings

Netprofit

Currencydifferences Total Shares

third partyGroupequity

Equity 12/31/2013 1,045 1,851 25 2,218 810 -73 5,876 105 5,981

Capital increase 0 0

Dividend distribution 0 0

Final results 3,035 3,035 10 3,045

Exchange rate differences 84 84 5 89

Purchase/sale of treasury shares 8 8 8

Transfer of reserves 68 156 224 224

Other movements 0 0

Equity 12/31/2014 1,053 1,919 25 2,218 4,001 11 9,227 120 9,347

Development of treasury shares:

In EuR Number ofunits

Share capitalEuR

Share Capital%

Purchase/sellingprice

Stock 01/01/2014 52,309 52,309 4.7643

Acquisition through a share buyback 34,438 34,438 3.1366 1,052,585

Sale 42,275 42,275 3.8504 1,282,300

Stock 12/31/2014 44,472 44,472 4.0505

Changes in equity





Capital reserve

The profit from the sale of treasury shares amounting to € 68,113 has been allocated to the capital reserve.

Statutory reserve

The legal reserve which is reported in retained earnings amounts to € 25,000. The remaining amount of € 75,000 is covered by the existing capital reserve.

Authorized Capital

Due to the resolution of the Annual General Meeting on 01/20/2013 the executive board is authorized until 12/31/2014 to increase the share capital uniquely or multiple wise under exclusion of the purchase right of the original shareholders with approval of the supervisory board by issuing new shares against noncash or cash contributions to increase up to € 240,000 single shares at the nominal amount of € 1,00. (authorized capital). Authorized share capital is still € 142,063.

2.5.3 Provisions

The provisions shown in the balance sheet contain basically provisions related to personnel (€ 4,135,027 2013: € 3,127,300) and warranty provisions (€ 341,957 2013: € 277,517), outstanding invoices received (€ 322,311 2013: € 116,153) and accounting and auditing costs (€ 111,154 2013: € 97,796).

2.5.4 Payables to credit institutionsThe assurance for the payables due to financial institutions results in € 2,030,278 within the scope of global assign-ments of ConVista Consulting AG, Cologne and Faktor Zehn AG, Munich.

2.5.5 Deferred taxes

We refer to the explanations regarding the consolidationmeasures in Section 3.

2.5.6 Other financial obligations

At the year-end there were other financial obligations from rental and lease agreements in the amount of € 7,151,261 as well as from other contractual obligations of stock repurchases in the amout of € 1,117,075.





Name and registered office of entity Status as at12/31/2014 year average Status as at

12/31/2013 year average

ConVista Consulting AG, Cologne 320 324 315 301

Faktor Zehn AG, Munich 37 42 39 34

Faktor Zehn Consulting Gmbh, Munich 0 0 0 1

ConVista Consulting AG, Dübendorf 20 20 24 22

ConVista Consulting Pte Ltd., Singapore 4 4 0 0

ConVista Consulting Ltd., Nottingham 9 9 9 9

ConVista Israel Ltd., haifa 2 2 2 2

ConVista Consulting Corporation, Pennsylvania 12 13 14 12

ConVista do Brasil Consultoria em Informática Ltda., Sáo Paulo

4 3 5 5

ConVista Consulting & Advisors S.L., Barcelona 49 43 46 46

ConVista Consulting S.R.L., Milan 5 4 3 4

ConVista Consulting d.o.o., Belgrade 7 7 9 9

ConVista Consulting Gmbh, Vienna 9 9 11 11

Faktor Zehn Gmbh, Vienna 33 33 34 31

L.L.S. ConVista Consulting, Moscow 10 9 8 8

ConVista Consulting (Pty) Ltd., Cape Town 41 40 41 41

ConVista Consulting Kft., Budapest 7 8 10 1ß

Total 569 580 570 546

2.6 Information about consolidated P&l

2.7 other information

Of the total turnover of € 73,761,641 (previous year: € 63,651,161), € 42,044,135 (previous year: € 33,085,454) (57 %; 2013: 52.0 %) were achieved in Germany.

Other operating income includes € 21,136 from currency conversion. Other operating expenditure includes € 53,360 from currency conversion.

Remuneration of the management body

In 2014 the members of the executive board received remuneration totalling € 1,176,258.

Employees

The annual average of employees was 570 people, whoare divided as follows among the each company:





Members ofcorporate bodies

Executive Board: Wolfgang Albers, diplom-Kaufmann (Chairman) Martin dietz, diplom-Kaufmann (until 12/31/2014)

Martin Hinz, Softwareentwickler

Heiko Hülsebusch, diplom-Ökonom (until 12/31/2014)

oliver Kewes, diplom-Betriebswirt (FH)

Thomas Möller, diplom-Wirtschaftsingenieur

Directorate: Volker Meis, unternehmensberater (Chairman)

Prof. dr. Fred Wagner, Professor der Versicherungsbetriebslehre (Vice Chairman)

dr. Gerd Meyer, diplom-Betriebswirt





Auditor's Fees

The calculated fee by the auditor regarding the fiscal year 2014 for the corporate group amounts to EUR 40,900 for auditing.

Cologne, April 14th 2015

Wolfgang Albers Oliver Kewes

Thomas MöllerMartin Hinz





SUBSIDIARIES

Auditor´s report

We have audited the consolidated financial statements—comprising the balance sheet, income statement, notes to the financial statements, cash flow statement and state-ment of changes in equity—and the group management report for the financial year from January 1 to December 31, 2014. The preparation of the consolidated financial statements and group management report in accordance with German commercial law are the responsibility of the group’s legal representatives. Our responsibility is to express an opinion on the consolidated financial state-ments and group management report based on our audit.

We conducted our audit of the consolidated financial statements in accordance with section 317 HGB ("Han-delsgesetzbuch": "German Commercial Code") and Ger-man generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschafts-prüfer [Institute of Public Auditors in Germany] (IDW). These standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the consolidated financial state-ments in accordance with [German] principles of proper accounting and in the group management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal envi-ronment of the group and expectations as to possible misstatements are taken into account in the determi-nation of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the consolidated financial statements and the group management report are examined primarily on a test basis within the frame-work of the audit.

The audit includes assessing the propriety of the annual financial statements of the companies included in the consolidated financial statements, of the definition of the scope of consolidation, of the principles of consolidation applied and of the significant estimates made by manage-ment as well as evaluating the overall presentation of the consolidated financial statements and group manage-ment report. We believe that our audit provides a reason-able basis for our opinion.

Our audit has not led to any reservations.

In our opinion, based on the findings of our audit, the consolidated financial statements of ConVista Consulting AG, Cologne, Germany, for the financial year from Janu-ary 1 to December 31, 2014, comply with the legal re-quirements and give a true and fair view of the net assets, financial position and results of operations of the group in accordance with German principles of proper accounting. The group management report is consistent with the con-solidated financial statements and, as a whole, provides a suitable view of the group's position and suitably presents the opportunities and risks of future development.

Düsseldorf, May 19, 2015

Warth & Klein Grant Thornton AGWirtschaftsprüfungsgesellschaft

Häger SinneWirtschaftsprüfer Wirtschaftsprüfer





SuBSIDIARIES

ConVista Group worldwide

ConVista CologneIm Zollhafen 15/1750678 Köln-RheinauhafenGermany

Phone: +49 221 88826-0Email: [email protected]

ConVista WalldorfIndustriestraße 4169190 WalldorfGermany


ConVista/Faktor Zehn MunichFriedenheimer Brücke 21 80639 Munich Germany

Phone: +49 89 520311-0 Email: [email protected]

ConVista/Faktor Zehn ViennaErnst-Melchior-Gasse 201020 ViennaAustria


ConVista BarcelonaAv. Diagonal, 6708019 BarcelonaSpain


ConVista MadridPlaza de Castilla 3, planta 14, oficina E228046 MadridSpain

Phone: +34 913 142 857Email: [email protected]

ConVista PassauDr.-Emil-Brichta-Straße 594036 PassauGermany


ConVista ZurichStettbachstrasse 108600 DübendorfSwitzerland


ConVista JohannesburgThe Braides Office Park2nd Floor, North Wing, Block D, 113 Bowling Avenue, Gallo Manor, Sandton, 2052Johannesburg, South Africa

Phone: +49 89 520311-0 Email: [email protected]

ConVista Cape Town1 Northbank Lane, Century City, 7441 Cape TownSouth Africa

Phone: +27 21 5519294Email: [email protected]





SuBSIDIARIESSuBSIDIARIES

ConVista Nottingham2 King StreetNottingham NG1 2ASGreat Britain


ConVista MilanVia Soperga n. 39 – scala A20127 MilanItaly


ConVista Israelha'Arad 9, Ramat haChayalTel Aviv 61580 Israel

Phone: +972 (54) 2091819Email: [email protected]

ConVista Moscow

Baumanskaya str. bld 11 107005 MoscowRussia

Phone: +7 4957970870Email: [email protected]

ConVista New York59 East 54th Street, Suite 84New york, Ny 10022uSA


ConVista São PauloRua helena 285, Cj 8404252-050 São Paulo-SPBrazil


ConVista BelgradeKraljevica Marka 911000 BelgradeSerbia


ConVista Budapesthermina út 17.1146 Budapesthungary


ConVista Singapore137 Market Street 048943 SingaporeSingapore

Phone: +65 9465 4110


Imprint

Publication:ConVista Consulting AGIm Zollhafen 15/1750678 Köln

Concept, design, setting:ConVista Consulting AG

Photograph:© www.fotolia.de, © www.shutterstock.de, © Manuel Gomez Dardenne Fotografie

Print:Medienrausch Gmbh & Co. KG, Köln

Überschrift




SuBSIDIArIeS

www.ConVista.com

annual report 2014 | convista group

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