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ICT Advanced Thinking ICT AUTOMATISERING N.V.

ICT Automatisering N.V. Kopenhagen 92993 LL BarendrechtThe Netherlandst +31 180 - 646000f +31 180 - 646001i www.ict.nle [email protected]

ICT Embedded B.V. & ICT Solutions B.V.Vestigingen:Kopenhagen 92993 LL BarendrechtThe Netherlandst +31 180 - 646000f +31 180 - 646001

Munsterstraat 77418 EV DeventerThe Netherlandst +31 570 - 504800f +31 570 - 504801

Kadijk 79747 AT GroningenThe Netherlandst +31 50 - 8007200f +31 50 - 8007201

Science Park Eindhoven 50065692 EA SONThe Netherlandst +31 40 - 2669100f +31 40 - 2669101

ICT Embedded Software GmbHRote-Kreuz-Straße 885737 IsmaningGermanyt +49 89 99 52 96 79f +49 89 99 52 96 89

Rijnmond Distributie Services B.V. Seattleweg 15 3195 ND RotterdamThe Netherlandst +31 10 - 2992222 f +31 10 - 2992233

Xcc Software AGBahnhofplatz 876137 KarlsruheGermanyt +49 72 19 32 76 0f +49 72 19 32 76 76

InTraffic B.V. Iepenhoeve 11 3438 MR NieuwegeinThe Netherlandst +31 30 - 2653310 f +31 30 - 2653385

Rialtosoft B.V.Luchthavenweg 811445657 EA EindhovenThe Netherlandst +31 40 - 235 00 26f +31 40 - 235 01 55

Annual report 2005

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Profile of ICT 4

ICT in figures 6

Information on ICT’s shares 7

Members of the Supervisory Board and the Executive Board 10

Report of the Supervisory Board 11

Report of the Executive Board

Introduction 13

ICT Embedded 15

Branches ICT Embedded 17

ICT Solutions 21

Branches ICT Solutions 23

Organisation and Personnel 27

Financial Results 28

Corporate Governance 30

Strategy and Objectives 36

2005 financial statements

Consolidated balance sheet at 31 December 2005 38

Consolidated profit and loss account for 2005 39

Consolidated statement of changes in equity for 2004/2005 40

Consolidated cash flow statement for 2005 41

Notes to the consolidated financial statements 42

Notes to the consolidated balance sheet 50

Notes to the consolidated profit and loss account 59

Notes to the consolidated cash flow statement 68

Company balance sheet at 31 December 2005 69

Company profit and loss account for 2005 70

Notes to the company balance sheet 71

Other information 76

Auditors’ report 78

Five-year financial summary 80

Glossary of terms 81

Contents

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4

Company profile

ICT Group is an organisation that specialises in the development of advanced solutions. Every

day, the group’s 750 employees develop a very wide range of ICT applications, which means

that we currently rank as one of the largest independent Dutch software developers.

ICT Group consists of two divisions: ICT Embedded (embedded software forms part of and is

incorporated into products) and ICT Solutions (technical automation).

Since the group’s beginnings in 1978, our Embedded division has become a market leader in

the field of embedded software. But as a result of its extensive specialist knowledge of auto-

mated processes, our Solutions division also has a leading position in its market.

Our day-to-day work is defined by very innovative high-tech developments and we therefore

have a continuous presence in environments that are complex and dynamic. We have an

important objective in these environments: to add value to our clients’ processes. In addition,

we guarantee that this added value will be delivered on time and within budget. This is an

important objective that we are able to fulfil because we meet the highest project develop-

ment standards.

Our approach is specialised and specific

The ICT Group is a specialised organisation. Over time we have focused on a limited number

of market sectors, with the result that we now have a large number of professionals working

in these sectors.

We have therefore built up a wealth of know-how in these sectors, both of the market

and of the product, enabling us to serve our clients successfully in preparing projects, setting

up development environments and architectures, in carrying out preliminary studies and in

drawing up specifications.

ICT serves the following branches:

• Communications & Multimedia

• Defence

• Energy & Utilities

• Healthcare

• Logistics

• Manufacturing

• Traffic & Automotive

Profile of ICT*

* In case there are interpretation differences between the original Dutch annual report and the English translation, the Dutch annual

report prevails.


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Mission statement

ICT is a leading and innovative information and communication technology company, which

provides software-related services and whose know-how and services help clients to gain a

competitive advantage in their markets.

Relationships

ICT values its employees as highly as its clients and seeks to achieve mutual benefit, respect

and trust and stand by its agreements.

Markets

ICT is a Dutch company that supports its clients worldwide and has a visible presence in its

chosen markets.

Products and services

ICT provides high-quality products and services that require its employees to develop and

apply their know-how and skills to the maximum. ICT promotes training and education.


6

ICT in figures

KEY FIGURES 2005 2004

RESULTS (X € 1,000,000)

Revenue 1) 69.1 65.0

• ICT Embedded 36.0 36.1

• ICT Solutions 33.1 28.9

Added value (revenue 1) less cost of raw materials

and consumables and subcontracted work) 63.4 59.8

Operating profit 9.7 6.7

Profit before taxation 10.5 7.5

Profit for the year 7.2 5.3

Cash flow (profit for the year plus depreciation) 8.0 6.3

EMPLOYEES

At 31 December (head count) 743 747

Average during the year (in FTEs) 728 763

SELECTED BALANCE SHEET FIGURES (X € 1,000,000)

Shareholders’ equity 39.1 36.3

Total assets 52.8 47.5

RATIOS

Operating profit/revenue 1) 14% 10%

Profit for the year/revenue 1) 10% 8%

Profit for the year/average shareholders’ equity 19% 15%

Shareholders’ equity/total assets 74% 77%

DATA PER SHARE OF € 0.10

NOMINAL VALUE EACH (IN €)

Profit for the year 2) 0.88 0.64

Cash flow (profit for the year plus depreciation) 2) 0.97 0.76

Shareholders’ equity 3) 4.73 4.40

Proposed dividend 3) 0.64 0.54

1) Revenue consists of revenue and other income.

2) Based on the average number of ordinary shares outstanding.

3) Based on the number of ordinary shares outstanding at the year end. The figure for 2005 is based upon the proposed dividend.


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Shares

• Listing Euronext, Amsterdam

• Number of shares issued 8,452,927

• Number of shares repurchased to cover option obligations 187,483

• Number of shares in issue 8,265,444

Dividend policy

ICT Automatisering N.V. has a dividend policy of a 100% payout of earnings per share up to

and including € 0.48 and a 40% payout above this figure.

Majority shareholders

The latest information reported to ICT Automatisering N.V. in connection with the Disclosure

of Major Holdings in Listed Companies Act is:

• Quellhorst A.J.H., Minderhout 9.93%

• Delta Deelnemingen Fonds N.V. 7.09%

• Fidelity Low-Priced Stock Fund 5.31%

• Orange Deelnemingen Fund N.V. 5.15%

• Aviva plc. / Delta Lloyd Levensverzekering N.V. 5.04%

• Darlin N.V. 5.03%

• Navitas B.V. 5.02%

• Decico B.V. 5.01%

Information on ICT’s shares


8

Share information for 2005 (in €)

2005 2004 2003 2002

Highest price 14.83 13.05 11.90 17.80

Lowest price 12.16 8.65 5.56 6.63

Closing price on 31 December 14.83 11.90 11.30 6.80

Closing price on 9 March 2006

(comparative figure: 10 March 2005) 17.08 13.60 12.56 5.56

Dividend yield as a percentage of

closing price 4.32% 4.54% 3.98% 5.88%

Price-earnings ratio at year end 16.9 18.6 25.1 17.0

Liquidity providers

Rabo Securities N.V., ABN AMRO Bank N.V., Kempen & Co and SNS Securities act as liquidity

providers for ICT shares. According to a strict interpretation of Euronext criteria, ICT does not

need to appoint a liquidity provider for the stock. ICT nevertheless believes that a growing

and orderly trade in its shares is important for the company and its shareholders.

Investor relations

ICT attaches great importance to proactive open communications with investors and analysts

for explaining its strategy, financial results and current developments in clear terms. A large

number of presentations have been given to analysts and institutional investors in 2005 in

support of a balanced valuation of ICT’s shares and a wider spread of share ownership.

Extensive information on press releases and financial information can be obtained from the

company’s website, www.ict.nl. ICT aims to profile its activities and strategy in the clearest

and most transparent terms possible.

Internal rules on insider trading

ICT has adopted rules in connection with regulations on the disclosure of transactions in the

securities of ICT Automatisering N.V. These rules apply to ICT’s Supervisory Board, Executive

Board and other designated persons, including head office staff, company management

and a number of regular advisers. The Company Secretary has been appointed Compliance

Officer, with responsibility for monitoring compliance with the rules and for communications

with the Netherlands Authority for the Financial Markets (formerly the Securities Board of

the Netherlands).


9

Financial calendar

24 May 2006 Annual General Meeting of Shareholders

26 May 2006 Ex-dividend quotation

7 June 2006 Dividend payable

8 September 2006 Publication of 2006 half-year figures and analysts’ conference


10

Supervisory Board

Name: W. de Vlugt (1942), chairman

Principal other positions: Chairman of the Supervisory Board of Holland Venture B.V.

Chairman of the Supervisory Board of Koop Holding B.V.

Chairman of the Supervisory Board of Linx Telecom B.V.

Non-executive board member of Blagden Industries

Member of the Supervisory Board of INS SA

First appointed in: 1997

Current appointment expires: 2009

Name: H.A.D. van den Boogaard (1939)

Principal other positions: Chairman of the Supervisory Board of Grimaflor B.V.

Member of the Supervisory Board of Mourik Holding B.V.

Member of the Supervisory Committee of Toezicht Energie

onderzoek Centrum Nederland



Name: C. Kämper (1940)

Principal other positions: Chairman of the Supervisory Board of Freecom Technologies B.V.

Chairman of the Supervisory Board of Stainalloy Nederland B.V.

Member of the Supervisory Board of Holland Venture B.V.

Chairman of the Advisory Board of J.H. de Wit en Zonen B.V.

Chairman of the Advisory Board of Overwater Grondbeleid

Adviesbureau and Overwater Rentmeesterskantoor B.V.



Executive Board

Name: A. Schot (1962)

Position: Managing director

Members of the Supervisory Board and the Executive Board


11

The Supervisory Board is pleased to present the financial statements of ICT Automatisering

N.V. for 2005, which have been prepared by the Executive Board, for adoption. The finan-

cial statements have been audited by Ernst & Young Accountants and their auditors’ report

is included on page 78 of this report. The financial statements have been jointly signed

together with the Supervisory Board following consideration of the auditors’ report and a

verbal explanation by the auditors. The financial statements, the auditors’ report and the

report of the Executive Board were discussed in the presence of the external auditors.

In accordance with the statutory provisions, the Supervisory Board recommends that

the Annual General Meeting of Shareholders adopt the financial statements for 2005 in

accordance with the documents presented. Finally, the Supervisory Board recommends that

you separately endorse the management of the group by the Executive Board and the super-

vision of this management by the Supervisory Board.

The Supervisory Board supervised the management of the group by the Executive Board

both in and outside meetings. During 2005, the Supervisory Board met in the presence of

the Executive Board on five occasions in accordance with the pre-agreed timetable. Each of

these meetings was attended by all of the members of the Supervisory Board. Additionally

the Supervisory Board met one meeting without the attendance of the Executive Board.

Furthermore they had an annual consultation with the Work Council.

The matters regularly discussed during these meetings included the budget, the financial

position, ICT’s results, market trends, general trading and operations. Acquisitions and

internal risk management and control systems were also discussed. There was also regular

contact between members of the Supervisory Board and the Executive Board outside these

meetings.

Report of the Supervisory Board


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Mr W. de Vlugt retired as supervisory director by rotation in 2005. At the Annual General

Meeting of Shareholders on 25 May 2005 he was reappointed for a four-year term.

Finally, we would like to thank the management and staff of ICT for their contributions to

the good results for 2005.

Barendrecht, 13 April 2006

The Supervisory Board

W. de Vlugt, chairman

H.A.D. van den Boogaard

C. Kämper


13

Introduction

The markets in which ICT Group operates underwent a further recovery in 2005, with the

result that the Group had a satisfactory year. In spite of positive indicators in the various

markets, the recovery has yet to qualify as robust because the market is still subject to too

much uncertainty. Producers, for example, are much more optimistic about the future than

consumers.

Turnover rose by 6.4% from € 65 million to € 69.1 million in 2005. This growth in turnover

was entirely attributable to the ICT Solutions division, with particularly strong contributions

in the branches Communications & Multimedia and Traffic & Automotive. The turnover of

the ICT Embedded division remained constant, primarily as a result of the decline in activity

in the branch Communications & Multimedia due to changes in market conditions. In 2005,

rates increased slightly relative to the previous year and the capacity utilisation rate also

improved.

Net profit grew by about 38% relative to 2004. The net profit margin rose in line with this

from 8.1% to 10.5%. Apart from the increase in the capacity utilisation rate referred to above,

the continuation of cost containment also made a significant contribution to this growth.

Earnings per share rose from € 0.64 to € 0.88 and because ICT’s balance sheet continues to be

healthy, the company is able to pay a dividend of € 0.64 for 2005 in accordance with its stated

dividend policy. This represents a payout ratio of 73%.

In the second half of the year ICT realised its goal of strengthening its market share by

making selective acquisitions with interests being acquired in the Dutch company, Rialtosoft

(50%), and the German company Xcc (100%).

Since early 2004, ICT has had an office in Munich. The reasons for opening this office were

the potential of the German market and the importance of good client intimacy. As explained

previously, the principal challenge was the recruitment of staff for this office. Owing to

the fact that it took longer than anticipated for ICT to recruit staff, the decision was taken

to follow a different strategy. In the autumn of 2005, ICT went to India with the objective

of recruiting software engineers for the German office. In 2006, the first Indian colleagues

arrived in Germany and it is expected that the number will increase to between 20 and 25

employees in the next few months. Together with the acquisition of Xcc in Karlsruhe, this

is an important step in achieving a critical mass of ICT professionals in Germany. As a result,

ICT will be better able to serve its clients and to expand its activities in Germany.

Report of the Executive Board


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Following a study in 2004, it was decided that at the time there was no conclusive business

case for setting up a software lab in the Asia region. In 2005, ICT examined the options for a

software lab in Central/Eastern Europe; full analysis of the options has yet to be completed.

Based upon the information currently available, it seems likely that ICT will set up a software

lab in this region during 2006.

Clear positioning

In order to ensure that the ICT Group is clearly positioned, it has been decided that the names

of the markets on which the divisions are based will be harmonised where possible. These

changes will be made with effect from 2006 and the 2005 annual report already reflects the

changes. The changes are set out in the table below:

Branches 2006 Branches 2005

Communications & Multimedia • Home Entertainment (Embedded)

• Mobile Communications (Embedded)

• Telecommunications & Defence (Solutions)

Defence • Telecommunications & Defence (Solutions)

Energy & Utilities • Energy & Logistics (Solutions)

Healthcare • Medical (Embedded)

Logistics • Energy & Logistics (Solutions)

Manufacturing • Industry (Solutions)

• Semicon (Embedded)

Traffic & Automotive • Traffic & Transport (Solutions)

• Automotive (Embedded)


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Introduction

Turnover for 2005 was € 36.0 million, compared with € 36.1 million in 2004. The number of

employees in this division declined to 436 as at 31 December 2005 compared with 463 as at

the end of 2004, partly reflecting the fact that a number of professionals moved from

ICT Embedded to ICT Solutions.

ICT Embedded works with its clients to develop complex embedded systems. Clients benefit

from ICT’s extensive expertise in embedded software development. The solutions that ICT

delivers require know-how of, first, user-interface development and, second, communications

protocols and hardware software interfaces. ICT Embedded’s activities include the develop-

ment of mobile telephone software, linking groups of automotive systems to networks, and

the provision of DICOM interfaces for medical equipment. By developing software jointly

with ICT, or by outsourcing it to ICT, the client makes the development process more efficient

and at the same time increases the quality.

Market trends

In spite of an improvement in market conditions, pressure on rates continued in certain

sectors of the market in which ICT operates. This meant that average rates in 2005 only

increased slightly. Due to greater focus of its activities, on a specific number of market sectors

and clients, ICT Embedded maintained or strengthened its position, including through the

acquisition of new, potentially large, clients.

In 2005, particularly in the south of the country, secondment activities showed clear signs

of a recovery, benefiting the branch Manufacturing in particular. Price is proving to be

an increasingly important criterion in the selection of a subcontractor and as a result

ICT is experiencing increasing competition from low-cost sites. In order to be able to

compete successfully in this market in spite of this competition, ICT has set up partnerships

with companies from lower-cost sites. This applies in particular to the branch Traffic &

Automotive.

The main focus in 2005 was on expanding the client base. Although this expansion needs to

be continued in the coming year, a number of groups were able to expand their client base

significantly. The Traffic & Automotive branch is the most successful example and in order to

accelerate this expansion, the sales organisation was streamlined in 2005.

ICT is seeking to achieve a healthy mix of secondment and projects in each of its offices.

In order to achieve this, ICT has successfully looked for secondment sites in the north and

the east of the Netherlands. The client base will be expanded further in the north and east of

the Netherlands, particularly by the branches Manufacturing and the new Energy & Utilities.

ICT Embedded


16

Based upon market trends, decisions have also been taken regarding technology, with each

decision being translated into product-market combinations (PMCs). By investing specifically

in PMCs, ICT can offer solutions to its clients that enable them to respond successfully to the

market trend in question. Through PMCs, ICT’s highly trained professionals develop know-

how that prepares them for their future deployment.

Technological developments make it possible for the efficiency of the development processes

to continue to be raised. Together with ICT Solutions, ICT Embedded is investing in these new

development processes. The initial results of this co-operation can now be seen and one of

the results is that implementation of the Custodian® product has been simplified. Custodian®

is a framework that enables equipment diagnostics and maintenance to be carried out

re motely.

In 2005, ICT Embedded focused on the following branches:

• Communications & Multimedia (for both Telecommunications and Home Entertainment)

• Healthcare

• Manufacturing


In recent months, ICT has also been active in the Energy & Utilities market.


17

Communications & Multimedia

Telecom

This branch focuses on software development for all types of mobile communications – from

DECT to GSM, and from Bluetooth to UMTS. Its clients are primarily manufacturers of mobile

tele phones and their suppliers.

After strong growth in the years 2002 to 2004 inclusive, with a particular growth spurt in

the second half of 2004, the turnover of this branch declined. The reason was the difficult

market conditions faced by a number of ICT’s main clients in this branch; one of the results of

these conditions was that the activities of ICT’s largest client in this branch were transferred

to a third party by its parent company. The existing size of the branch and its expertise have

formed a good basis for responding to the trends in this market; ICT has responded to this

trend by, first, raising the efficiency of its in-house development and, second, by seeking to

collaborate with partners that have lower-cost sites.

The major new development in 2005 was the further rollout of third-generation mobile tele-

phones. This year, further developments are expected in multimedia applications for mobile

devices. Through these multimedia applications, ICT will be offering its clients integrated

(end-to-end) solutions, which will be offered jointly with the Solutions division. As a result of

this collaboration, we are one of the few market players to be able to cover the whole chain,

from the back office to the mobile telephone.

In ICT’s view, there have been two important technological developments in the third-

generation telephone market: IMS (IP Multimedia Subsystem) and mobile television. ICT can

play an important role in mobile telephony, in which the DVB-H protocol plays a prominent

role. We have a competitive advantage because of the expertise we have built up in the

Home Entertainment segment of the branch Communications & Multimedia. We shall be able

to build on the contacts made in the DVB consortium to expand our client base in 2006.

Together with the Solutions division, the Embedded division is currently investing in IMS.

This technology forms the basis for the end-to-end solutions that ICT will be offering. ICT

demonstrated the first products to potential clients at a major event, the 3GSM World

Congress, in February 2006.

Home Entertainment

This branch remained heavily focused on digital TV, set-top boxes and optical storage products,

with particular attention to supporting television reception through terrestrial digital signals.

A large number of projects were completed for Europe as well as for the USA to support

DVB-T and ATSC, the digital broadcasting standards for Europe and the USA, respectively.

In addition, consumer demand for digital recording equipment rose strongly with the old VHS

recorder being replaced by the personal video recorder with a DVD burner and hard disk.

Branches ICT Embedded


18

The branch also completed a number of projects relating to this trend. As in 2004, the

demand for LCD televisions was an important driver for innovative development in Europe.

In contrast, and as was the case with the development of DVD players, software development

for the familiar ‘tube’ television is now carried out in its entirety in Asia.

In addition to software development, work has started on a number of Software Process

Improvement projects for our clients. As a result, this branch has developed a better spread

of services.

Against expectations, turnover for this branch was maintained during 2005. This was in part

attributable to the very good client relationships that ICT has built up in this branch over

the years. In line with previous steps in this direction in 2005, this branch again worked with

clients to create alternative business models under which ICT’s revenue is partly dependent

upon the success of our client’s product. This approach will be continued in 2006.

In addition, we have seen Digital Right Management, i.e. the control of digital content and

television viewing via the Internet, receive considerable attention in the market. The know-

how acquired through DVB membership will be used to acquire new clients.

Healthcare

In 2005, the Medical branch was renamed Healthcare, because this is a better reflection of the

market ICT is targeting. This market comprises all of the businesses that develop, manufacture

and install equipment for the medical sector, as well as users of medical systems. ICT there-

fore monitors developments in the field of medical IT and healthcare specific information

systems.

In 2005, this branch recorded a fall in turnover because a number of long-term projects

that were completed in 2005 were not followed up immediately; for cash flow manage-

ment reasons, clients have been opting to launch these products on the market first before

continuing further product development.

Key trends in healthcare are the ever increasing functionality of medical systems and the

need to link systems to each other. The ability for all stakeholders in the healthcare chain,

from general practitioner to specialist, from pharmacy to healthcare institution, to access all

relevant patient data from any work station (through the electronic patient file / the EPF) is

becoming more and more important. The privacy and security of this data are also essential.


19

Medical expenditure will continue to grow in the future and a continuous flow of improve-

ments is lengthening human life expectancy. Combined with continuing growth in the world’s

population and the growth in healthcare in developing countries, it is being translated into

increasing demand for medical care.

In this changing market, in 2006, ICT will focus more on optimising information flows and the

integration of automation systems into healthcare. To achieve this, ICT has become a member

of the IHE (Integrating the Healthcare Enterprise) and has invested in a pilot project. In this

connection, we have benefited from the Enterprise computing know-how of our colleagues

from the Solutions division. In line with the trend outlined above, the branch will also be

concentrating on the health and wealth market.

The demand for DICOM expertise will continue to grow in 2006 and in order to be able to

meet this demand, ICT will continue to invest in this technology. One of the products that ICT

will be offering from early 2006 is an advanced DICOM test suite.

Manufacturing

The name of the branch Semicon was also changed in 2005. Its new name Manufacturing,

indicates first, the breadth of the market on which ICT focuses and second, indicates the

complementary activities of the branch in relation to the branch Industry of ICT Solutions.

In 2005, the demand for software capacity in this branch increased and owing to its extensive

market share and preferred suppliership status, ICT was able to benefit from this. In addition,

ICT obtained a number of new clients in this market.

The companies in the sector build production systems for industries such as the semiconductor,

printing and electronics industries. This relatively new sector is characterised by advanced

technology and extremely precise control. In addition, we are seeing an ever greater role

for software components as a result of the growing importance of scalability, expansion of

functionalities, productivity and quality requirements.

For 2006, the branch will focus more on engineering companies in the north of the Netherlands.

Preliminary research has shown that the combination of market demand and ICT’s local

presence in this region offers good potential.

ICT has responded to the trend for remote equipment diagnostics and maintenance by

developing its own framework, which is being sold under the name Custodian®. The market

started to show interest in Custodian® in 2005 and the opportunities for implementing

Custodian® in clients’ products are currently being discussed with a number of clients.


20

Traffic & Automotive

The growth phase that commenced at the end of 2004 in the branch Traffic & Automotive

continued in 2005, resulting in healthy growth in terms of both existing and new clients.

The highest growth was recorded in the Infotainment domain, but the other three domains,

Car Body, Powertrain, and Components, were also contributors.

The Automotive industry has continued to rationalise its supplier base and all of our clients

have drastically cut the number of their suppliers. By offering an attractive services port-

folio and a good track record, ICT has been able to benefit from this rationalisation process.

ICT has acquired new clients as well as continuing its existing preferred supplierships.

In 2005, our clients’ research and development budgets were again under pressure and the

resulting price pressure was clearly perceptible. One of the ways in which ICT expanded its

market share was by seeking to collaborate with partners with lower-cost sites.

In 2006, our clients in the Infotainment and Components domains will increasingly apply

Digital Signal Processing (DSP) technology. In order to be able to continue our growth, ICT will

be investing in DSP technology. The development of Car Body and Powertrain will continue

in collaboration with Rialtosoft (50% subsidiary of ICT Automatisering N.V.. A number of key

trends can already be seen in the field of system architecture, and standar disation via Autosar

and Flexray will continue to make a significant contribution to these trends in 2006. ICT will

invest in line with these trends.

The branch Traffic & Automotive is expected to continue to grow in 2006 based upon its

unique selling points: quality, security, reliability, and client intimacy.


21

Introduction

This division recorded turnover of € 33.1 million in 2005, compared with € 28.9 million in

2004, representing growth of 14.7%. The number of employees in this division increased to

307 as at 31 December 2005 compared with 284 as at the end of 2004, partly reflecting the

fact that a number of professionals moved from ICT Embedded to ICT Solutions.

Every ICT Solutions branch contributed to the growth in turnover in 2005, with particularly sub-

stantial growth being achieved by Traffic & Automotive and Communications & Multi media.

ICT Solutions develops complex technical automation solutions for managing and controlling

operating processes in different market segments. In ICT Solutions, advanced technical know-

how is linked to relevant domain or market know-how. It covers a wide range of applications,

with solutions varying from the development of software for a periscope or the automation

of industrial production processes, to the development of automated solutions for materials

handling.

During last year, ICT Solutions carried out a further process of professionalisation.

Market trends

Research has been conducted into the market and the technological trends that define the

requirements of ICT’s clients. In 2005, these trends were translated into product-market

combinations (PMCs). The enormous capital in terms of highly trained professionals with

in-depth technical know-how continued to form the basis for the specific solutions that ICT

is able to deliver and for specific roles that ICT can play in order to be able to meet client

demand.

The PMCs selected in ICT Solutions affect a very wide range of decisions, i.e. not only the

selection of clients, technology and investments, but also decisions relating to the career

planning and training of professionals. The matching of supply and demand in the short-

and medium-term based upon PMCs has resulted in additional training, the promotion of

professionals and triggers for staff recruitment. In 2005, based upon investment in new PMCs

successes were recorded in the case of a number of large clients.

In 2005, as in 2004, ICT collaborated increasingly with other suppliers and service providers

in the market in order to develop integrated total solutions. These solutions are increasingly

being developed using standard packages that are then customised.

ICT Solutions


22

In early 2005, a policy of achieving a more balanced client base was adopted by placing

greater emphasis on large clients. The very diverse nature of the client base at the end

of 2004 placed an excessive burden on sales resources and also meant that ICT Solutions

was required to maintain too broad a spectrum of technological knowledge. In 2005, new,

potentially large, clients were acquired and the relative share of turnover attributable to the

division’s existing large clients was increased further. As a result of this policy, the number of

small clients of ICT Solutions was substantially reduced.

In 2005, ICT Solutions focused on the following branches:

• Communications & Multimedia

• Defence

• Energy & Utilities

• Logistics

• Manufacturing



23

Communications & Multimedia

There has been an upturn in the telecommunications market and the turnover of ICT in

Communications & Multimedia increased substantially relative to the turnover for 2004.

One of the key trends seen has been the convergence of networks and services, for which

the Internet Protocol (IP) is the underlying technology. Telecommunications operators have

begun to prepare their networks for Voice over IP (VoIP) and multimedia applications. Cable

operators have also developed VoIP propositions. It is expected that this will be continued

and intensified in 2006. ICT Solutions has decided to concentrate on a limited number of

product-market combinations (PMCs) in this field.

The first PMC is IMS, (IP Multimedia Subsystem). IMS is actually the engine for a new totally

IP-based communications infrastructure. The decision has been taken to target the IMS market

by collaborating with partners. In 2005, ICT Solutions entered into partnerships with two

suppliers to develop IMS applications for fixed-line and mobile operators and in 2006 it aims

to expand these partnerships. Discussions have also been entered into with other potential

partners. ICT is valued by these parties as a partner because of its application development

know-how and the opportunities to develop software for mobile devices.

The second PMC is Multiple Play. Operators are offering consumers combined subscriptions

for telephony, digital television and the Internet. With regard to digital television (IPTV), ICT

is collaborating with partners to develop interactive television and telephony services. ICT

has also had discussions with potential partners on joint marketing. ICT is able to contribute

its application development know-how, but also its competences in the field of set-top boxes

and mobile devices.

ICT is also looking to develop telecommunications solutions in vertical market segments

with third parties. In 2005, it launched a product for the hospitality market with NEC Philips

Unified Solutions (formerly Philips Business Communications) based upon shared risks and

revenues. In 2006, ICT will take further steps in this direction and also develop products in

other market segments. With mobility as an important central theme, the amalgamation of

information and communications for clients in this branch is a priority.

The turnover of ICT Solutions in Communications & Multimedia grew strongly last year

relative to the results for 2004. As a result of the PMC-based strategy adopted by ICT, it is

expected that it will be possible to continue this growth in 2006.

Branches ICT Solutions


24

Defence

Last year, ICT maintained, and even strengthened its position slightly, in the Defence market.

ICT worked on solutions in the field of information and decision-support systems, such as

command and control systems for the Royal Netherlands Army and real-time control software

for optronic systems.

Energy & Utilities

The energy market was designated by ICT Solutions as a growth market at the end of 2004.

In 2005, the Energy group started to build up a client network and to tailor technical

automation solutions specifically to particular business and client issues, such as solutions that

support risk and imbalance management, real-time monitoring of the primary process

(including central and decentralised generation, trading, metering, network management),

data exchange, billing and asset management. 2005 saw the first modest successes in the case

of clients such as COGas and Gasunie. ICT will initially seek to achieve growth in 2006 with

gas and electricity companies through these issues. ICT’s unique selling point is total solutions

that include embedded software technology, i.e. the combination of ICT Embedded and

ICT Solutions.

In this market it is expected that mergers and acquisitions will take place on an international

level. Legislation and regulations play an important role in this connection. The aim of the

full liberalisation of the energy market as from 1 July 2004 was to promote competition. Plans

to split the energy companies into retail operations and network operations increase the

opportunities for acquisitions. Greater freedom of choice on the part of consumers and

businesses means that energy companies will be forced to organise themselves on a more

commercial basis. The focus will shift from ‘harmonisation’ to ‘client’. Cost containment in

this market is essential to the maintenance of profitability.

Logistics

The logistics market is also an important growth market for ICT Solutions and is affected by

international trends. Distribution and transport chains are generally cross border in nature.

International competition entails further emphasis on reliability (low risk of error, certain lead

time), speed and cost reduction (as a result of lower margins). Other important issues are the

effect of privatisation on business operations, chain integration and the security/safety of both

people and goods.

In 2005, ICT Solutions was successfully able to build upon its existing position in the logistics

market, with particular growth being recorded through projects in the Port of Rotterdam,


25

including in relation to EMO and activities connected with the building of the Euromax

container terminal in the Maasvlakte area. In addition to further expansion of the activities

at the mainports (seaports and airports), the focus in 2006 will be on further expansion of

services to other logistics segments, including auctions and logistics service providers.

Manufacturing

ICT’s clients in this sector are experiencing intense competition from low-cost sites, which is

placing ICT’s rates under pressure. ICT has responded to this by focusing on the less price-

sensitive segments.

In the industrial market, ICT Solutions therefore expanded its services (including production

and process automation and supply chain management) from the traditional compound feed

segment to food and luxury foods, the metal industry, the packaging sector, internal logistics

and engineering.

In spite of this intensification of competition in the traditional industrial sector, ICT recorded

limited growth and has, for example, completed orders for VanDerLande Industries, British

American Tobacco, Corus and ForFarmers.

The trend for industrial automation solutions to be provided using standard packages

that have then been customised continued in 2005. ICT Solutions has translated this trend

through technology choices into industrial PMCs and further focus on system integration.

One example of this is the collaboration with Quintiq, a supplier of advanced planning and

scheduling software.

In 2006, the expansion in the industrial market segments through the PMCs selected will be

continued. In a number of cases the shift from an organisation that is a provider of staffing

solutions to a business partner with profit accountability will be a critical success factor.

The foundations built in 2005 provide a good starting point for ICT Solutions to be able to

maintain and further expand its position in the branch Manufacturing in 2006.

Traffic & Automotive

In this branch, ICT is focusing in particular on the mobility of people and goods, with important

applications being traffic management, public transport and road traffic safety, travel infor-

m ation systems, the launch of the prepaid card for public transport, etc. In addition to its

involvement in primary process control systems, ICT is also involved in the development of

planning and administration systems for various major players in the field.


26

Most of ICT’s activities in this sector are through its subsidiary, InTraffic. InTraffic is a 50/50

joint venture between ICT and the engineering consultancy, Holland Railconsult. It was set

up in 2003 and has been successful in developing its role in the market in the last few years.

InTraffic’s proposition consists of the combination of in-depth domain know-how of the

engineering consultancy and the first-rate IT know-how of ICT Solutions.

Substantial growth was recorded for the overall activities of the group and the joint venture

InTraffic in 2005. In addition to the expansion of the activities for ProRail relating to process

and traffic management for rail, a number of non-railway-related projects were also

successfully carried out in 2005, including for the regional transport company BBA, Siemens

Railcom and Rijkswaterstaat.

Last year saw a continuation of the trend for major investment by public transport, both

in the case of rail transport and urban and regional transport, in the provision of up-to-

date travel information to the public. Important new themes that play a role in this are:

mobile applications for travel information, chain mobility and intelligent vehicle systems.

The application of state-of-the-art telecommunications technology, including through the

use of broad-band networks and VoIP systems is continuing to increase. As a result of their

combined know-how, ICT and InTraffic are well equipped to deliver such solutions.

One important theme over the next few years will be the introduction of the prepaid card for

public transport, an electronic means of payment for the public transport market. In this field,

ICT has the role of system integrator and project manager as well as that of consultant.

In 2006, InTraffic will take over the full sales role in this market from ICT and further growth,

including outside ProRail, is expected.


27

ICT implemented the planned organisational changes in the first half of the year under review.

The essence of the changes was that the responsibilities that had previously been allocated

to a number of disciplines were now allocated to one executive. Specifically this means that

whereas previously more than one person was responsible for the ICT professional and the

client, this responsibility now lies with one and the same person.

The current market calls for greater commitment and responsiveness and ICT has responded

to this by the organisational changes it has made.

A divisional director has been given ultimate responsibility for each division and is ultimately

responsible for operations and the implementation of human resources policy. The divisional

managers also carry overall responsibility.

In the year under review, the organisational changes were discussed with a sounding board

group of ICT professionals. The positive and negative effects of the organisational changes

were evaluated with this sounding board group. Following the reorganisation, a staff survey

was carried out. The findings were used to further tighten up the organisational processes

and controls in ICT.

In 2005, ICT’s commercial and technical strategies were presented in meetings for all of the

group’s employees. At the start of each year, the strategy is explained and at the end of the

year it is evaluated.

The changes to the organisational structure that have already been made and the related

staff changes have a major impact on the processes in ICT. For example, the reporting systems

and the way in which compliance with the procedures is monitored internally have changed.

A training programme is used to enable managers to develop the personal skills they need to

exercise their overall responsibility effectively. In 2005, considerable resources were invested

in streamlining the organisation in these respects and this will continue in 2006.

Absenteeism and staff turnover

Absenteeism fell slightly in 2005, from 3.2% to 3.1%. Although absenteeism already is on the

low side, the group’s policy continues to prevent absenteeism to achieving a further drop in

absenteeism.

Staff turnover for 2005 was slightly lower than in 2004, at 9.9% compared with 11%.

The number of employees fell slightly during the year under review, from 747 to 743 as at

31 December.

Organisation and Personnel


28

The financial statements for 2005 are the first accounts that the ICT Group has prepared

based upon IFRS. The comparative figures for 2004 have also been adjusted. As explained

above, the introduction of IFRS has had a very limited impact on ICT. The effect of IFRS is

particularly apparent from the more detailed notes to the balance sheet and the profit and

loss account.

In particular, the presentation of work in progress on the balance sheet has changed.

The items ‘advance sales invoiced’ and ‘time spent, but not yet invoiced’ can no longer be set

off and as a result this item appears as both trade and other receivables and current liabilities

on the balance sheet. The adoption of IFRS has not affected the figures in the profit and loss

account.

In 2005, turnover rose by 6.4% to € 69.1 million compared with € 65.0 million in 2004. In contrast

to previous years, rates increased slightly. The improvement in the capacity utilisation rate

also continued.

Operating profit rose by 44.9% to € 9.7 million, compared with € 6.7 million in 2004, and net

profit rose by 37.9%, from € 5.3 million to € 7.2 million.

The average number of employees in terms of FTEs fell from 763 to 728, a reduction of 4.6%.

The head count fell from 747 as at 1 January 2005 to 743 at the end of 2005. Staff costs were

marginally lower than in 2004, at € 38.5 million. The rise in salaries resulting from the regular

pay round was offset by the slight reduction in the number of staff in 2005.

Depreciation fell by 24.8% to € 0.8 million, while other operating expenses rose by 7.5% to

€ 14.5 million.

In spite of a further fall in short-term interest rates, net interest income rose slightly from

€ 547,000 in 2004 to € 575,000. The higher figure was due to an increase in cash at bank

during the financial year.

The tax charge rose to 30.8% in 2005, compared with 30.1% in 2004.

Shareholders’ equity as a percentage of total assets was 74.1%, compared with 76.5% in

2004. Higher profits in 2005 resulted in shareholders’ equity increasing to € 39.1 million.

In accordance with its dividend policy, ICT will pay a dividend of € 0.64 per share, which

represents an increase of 18.5% relative to the dividend of € 0.54 for 2004.

Financial Results


29

At 8,452,927, the total number of issued shares was unchanged as at 31 December 2005

relative to the number as at 31 December 2004. A further 187,483 shares were held by ICT to

cover share options granted.

The cash flow from operating activities was € 10.8 million. € 0.3 million was used for investing

activities and € 4.5 million for financing activities. This resulted in a positive net cash flow of

€ 6.0 million.


30

General

ICT Automatisering N.V. is a public limited company, which has its registered office in

Barendrecht. ICT is what is referred to as a two-tier-board company and has been listed on

Euronext Amsterdam since 1997. ICT’s Corporate Governance structure is described below.

ICT’s view of the provisions of the Dutch Corporate Governance Code (the “Code”) is also set

out below, together with the provisions on which ICT deviates from the Code and the reason

for the deviation.

Since its stock exchange listing, ICT has formulated a clear and transparent policy for investors

and other stakeholders in the company. The publication of the Code has shown that, by and

large, ICT’s existing practices already meet the requirements of corporate governance as set

out in the Code.

Executive Board

As a two-tier-board company, ICT is required to have a Supervisory Board as well as an

Executive Board. The Executive Board currently consists of one director and the Supervisory

Board has three members. In accordance with the company’s objects and Dutch law, the Exe-

cutive Board manages the company having regard to all of the stakeholders of the company

and its business. The Executive Board is accountable to the Supervisory Board and the Annual

General Meeting of Shareholders for the way in which it manages the company. Although

the Executive Board currently only has one member, the company has drawn up rules for the

Executive Board, which have been placed on its website in accordance with the provisions of

the Code.

Members of the Executive Board are appointed by the Supervisory Board. Before the

Supervisory Board makes an appointment, it notifies the Annual General Meeting and the

Works Council. Contrary to the Code, the current executive director has been appointed

for an indefinite period. This deviation is due to the fact that at the time of the member’s

appointment, the Code had not yet entered into effect and the agreement with the director

does not make provision for the Code. The Supervisory Board may suspend or dismiss

directors. The remuneration of the directors is decided by the Supervisory Board. ICT closely

follows the trends in remuneration of members of the Executive Boards of comparable

companies and the Supervisory Board has also commissioned a more detailed study of salary

structures in the ICT sector on several occasions. These measures have resulted in a balanced

remuneration structure.

Corporate Governance


31

Supervisory Board

The Supervisory Board monitors the company’s management and general affairs. It gives

advice to the directors. In accordance with the provisions of the Code, all of the members of

the Executive Board and the Supervisory Board are independent. The Supervisory Board acts

in the interests of the company and its business and in its activities has regard to the interests

of all of the company’s stakeholders. It is also responsible for supervising in particular:

a. the realisation of the company’s objects;

b. the strategy and the risks associated with the company’s activities;

c. the setup and operation of the internal risk management and control systems;

d. the financial reporting process; and

e. compliance with legislation and regulations.

The Executive Board gives the Supervisory Board all of the information that it requires in

order to carry out its activities in writing and does so in timely manner. The Supervisory Board

is informed in writing at least once a year of the principles of strategic policy, the general

financial risks and the company’s management and control systems. In view of the number of

members of the Supervisory Board, separate committees have not been set up and the board

as a whole is responsible for supervisory tasks. The Supervisory Board has adopted a set of

rules that govern decision making by and the functioning of the board, which have been

placed on the company’s website.

For further information on the specific activities of the Supervisory Board in 2005, please refer

to the report of the Supervisory Board.

Under the statutory provisions, members of the Supervisory Board are appointed by the

Annual General Meeting based upon nominations by the Supervisory Board. The nominations

are drawn up by the Supervisory Board once the Annual General Meeting and the Works

Council have been notified of the vacancy in question and have been given an opportunity

to recommend individuals for nomination. One supervisory director is recommended by the

Works Council based upon what is referred to as its enhanced right of recommendation.

Since the entire Supervisory Board will step down if the Annual General Meeting ceases to

have confidence in the Supervisory Board, the individual members of the Supervisory Board

can only be dismissed by the Enterprise Section of the Amsterdam Court of Appeal.

Details of the members of the Supervisory Board and of their principal other positions are

listed on the page preceding the report of the Supervisory Board.

No transactions took place during the financial year under review that involved executive

directors, supervisory directors or majority shareholders in a conflict of interests. The nature

of ICT’s activities means it is unlikely that such transactions would take place.


32

Risk management and internal controls

ICT has implemented risk management and control systems with a view to minimising the

company’s operating and financial risks. During 2005, the risk management and control

systems were brought in line with the internal organisational changes. ICT is seeking to

minimise the company’s operating and financial risks. ICT is confident that the combination

of the risk management and control measures that have been taken will make an important

contribution to this objective.

Key elements of the risk management and control system are the systems for budgeting,

project management and financial reporting, which monitor the progress and the actual

results of the company’s operations. ICT also uses a staff evaluation and appraisal system.

During the financial year, the requisite resources were dedicated to the further develop-

ment of the company’s internal risk management and control systems. This has provided

information concerning risks that are material and specific to the company. These risks are

detailed later in this section of the report. All of the activities relating to the internal risk

management and control systems are discussed with the Supervisory Board at set intervals.

ICT has identified that achievement of its objectives is subject to the following risks.

Economic trends

General economic conditions affect the trading of ICT’s clients; for example, decisions to

make investments and the size of research and development budgets may be deferred,

or the size of the investment or budget may be reduced, as a result of lower profits. Clearly,

this has an effect on the demand for ICT’s services.

Movements of activities to lower-cost sites

Ongoing globalisation means that multinationals are increasingly locating parts of their

production facilities outside Europe. In the wake of this, elements of software development

are also being moved to these regions.

Although this trend has been a fact since the mid-nineties, it appears to have accelerated

recently. ICT is not currently able to assess the degree to which this trend will affect its

activities and how far it will continue. ICT is, of course, monitoring these trends closely and is

also examining the possibility of setting up a software lab in a low-cost site.

Technological progress

Rapid technological progress, changing client requirements and evolving software standards

are all features of the software market. ICT’s success hinges on its ability to adapt to these

developments and to keep the know-how of its staff up-to-date.


33

By following the changes affecting its clients and in the market closely, ICT expects to be

able to maintain its position. These changes are taking place at a rapid pace, however, which

means that the company needs to be very alert.

Dependence on large clients

A relatively small number of clients account for a substantial proportion of ICT’s turnover,

reflecting the fact that large companies tend to operate in ICT’s markets. In addition, ICT

needs to be active on a certain scale for these larger companies in order to build up a good

relationship with them and to secure preferred suppliership status.

The loss of one of these larger clients for any reason, may therefore have a negative effect

on ICT. In the light of this, one of ICT’s priorities is to broaden its client base. It is self-evident

that in the current market conditions this policy is a question of corporate stamina.

The above overview of the principal risk areas for ICT is not exhaustive. It is also possible that

risks that have not currently been identified, or that are not regarded as material, will have a

significant adverse effect on ICT’s ability to achieve its objectives at a later date. ICT’s internal

risk management and control systems are geared to the timely identification of such risks.

Anti-takeover measures

In order to safeguard the Company and all of its stakeholders against a hostile takeover,

the Annual General Meeting of Shareholders has given the Company the power to issue

preference shares to Stichting Continuïteit ICT. The object of the Stichting is to safeguard the

interests of the Company and its business and all of the stakeholders. In the event of a hostile

takeover attempt, the Stichting can call the preference shares from the Company under the

option agreement entered into between the Company and the Stichting. The Stichting may

subscribe for a number of preference shares equal to the number of ordinary shares of the

Company that are in issue. In the event of a hostile takeover, the issue of preference shares will

enable the Executive Board and the Supervisory Board to decide their position relative to the

bidder, consider the bidder’s plans, examine alternatives, and safeguard the interests of the

Company and all of its stakeholders. The current members of the Board of the Stichting are

Messrs. M.W. Dekker, S.E. Beelaerts van Blokland, H.R. Okkens and P.F. Plaizier. The Stichting

is independent and complies with the Issuing and Listing Rules of Euronext Amsterdam.


34

Overview of corporate governance provisions

ICT complies with the provisions of the Dutch Corporate Governance Code, apart from those

listed below:

Executive Board

Best practice provision II.1.1

An executive director will be appointed for a maximum of four years. An executive director

may also be reappointed for a maximum of four years. The current executive director has

been appointed contractually and under the Articles of Association for an indefinite term. In

view of the fact that this involves existing contractual relationships, the company will deviate

from this provision until legislation and regulations are amended accordingly.


This recommendation will not be adopted because the existing rules are regarded as adequate.


The existing contractual obligations will be respected, but the Supervisory Board reserves the

right to deviate from this in the future if this rule proves to be unreasonable in the circum-

stances.

Supervisory Board

Best practice provision III.3.5

ICT will treat the reference date for this recommendation as June 1997, when the company

was listed.

Best practice provision III.7.3

This recommendation will not be adopted because the existing rules are considered to be

adequate.

Shareholders

Best practice provision IV.3.1

ICT provides any information that is important for shareholders in press releases and places

handouts of presentations on the website.


35

External auditors

Best practice provision V.2.1

ICT is of the opinion that the presence of the external auditors at the Annual General Meeting

of Shareholders does not add any value. The report issued by the auditors clearly states all of

the relevant information.

ICT’s corporate governance policy was discussed at the 2004 Annual General Meeting of

Shareholders. No comments were made on this policy by shareholders.


36

ICT’s strategy is to further expand its position in its selected markets with the aim of becoming

one of the leading players in these markets. Critical mass is needed to achieve this objective.

In addition to organic growth, ICT is considering acquisitions that can make a valuable

contribution to achieving these objectives.

For ICT Solutions, the focus will be on the Netherlands, whereas for ICT Embedded acquisitions

specifically outside the Netherlands will also be considered. Since ICT now has a second office

in Germany, as a result of the acquisition of Xcc, ICT will be turning its attention to opening

a third office in Northern Germany or in the London region of the UK. This office is not

expected to open before the end of 2006 or early 2007.

As mentioned above, ICT is considering opening an office in a lower-cost country; a definitive

decision will be taken during 2006. The countries being considered by ICT are in Central and

Eastern Europe.

A number of trends can be discerned in the field of system development. For example,

products are becoming technically more complex, and increasing functionality means that a

higher performance and higher availability are required and they have to be delivered in a

shorter time. In order to steer this trend in the right direction, matters such as requirement

management, architecture, quality assurance, configuration management and testing will

require additional attention. ICT has identified opportunities to offer these services, with a

high added value, in the form of consultancy and training services and is currently considering

ways to pursue these opportunities.

Prospects

Although there has as yet been no broad-based and sustained recovery in the markets in

which ICT operates, there are signs that the upturn in market conditions that started in 2005

will continue. Combined with a clear strategic focus and ongoing cost control, ICT expects to

be able to achieve a further increase in turnover and net profit in 2006.


The Executive Board

Strategy and Objectives


3737

Financial Statements


3838

(x € 1,000) Note 2005 2004

ASSETS

NON CURRENT ASSETS

Property, plant and equipment 6) 1,191 1,618

Financial assets 7) 30 30

1,221 1,648

CURRENT ASSETS

Trade and other receivables 8) 21,558 21,835

Cash and cash equivalents 9) 29,981 24,001

51,539 45,836

Total assets 52,760 47,484

EQUITY AND LIABILITIES

GROUP EQUITY*) 10)

Issued capital 845 845

Share premium 8,476 8,476

Treasury shares (3,644) (3,620)

Other reserves 26,173 25,383

Profit for the year 7,243 5,253

39,093 36,337

CURRENT LIABILITIES 12) 13,667 11,147

Total group equity and liabilities 52,760 47,484

*) Total group equity for the year is attributable to equity holders of the parent.

Consolidated balance sheet at 31 December 2005 (Before profit appropriation)


3939

(x € 1,000) Note 2005 2004

Revenue 15) 68,152 64,310

Other income 16) 960 648

69,112 64,958

Raw materials & consumables,

and subcontracted work 5,686 5,167

Employee benefit expenses 17) 38,454 38,583

Depreciation 763 1,014

Other operating expenses 22) 14,506 13,497

TOTAL OPERATING EXPENSES 59,409 58,261

9,703 6,697

Share of profit of other

participating interests 23) 188 265

Finance revenue 621 577

Finance costs (46) (30)

763 812

PROFIT FOR THE YEAR ON

ORDINARY ACTIVITIES

BEFORE TAXATION 10,466 7,509

Income tax expense 24) 3,223 2,256

PROFIT FOR THE YEAR *) 7,243 5,253

Basic earnings per

ordinary share in € € 0.88 € 0.64

Fully diluted earnings per

ordinary share in € € 0.87 € 0.64

*) Total profit for the year is attributable to equity holders of the parent.

Consolidated profit and loss account for 2005


4040

(x € 1,000)

Issued

capital

Share

premium

Treasury

shares

Other

reserves

Profit for

the year

Total

At 1 January 2004 845 8,476 (3,620) 25,342 3,758 34,801

Profit for the year - - - - 5,253 5,253

Total income and expense

for the year - - - - 5,253 5,253

Addition of profit of 2003

to other reserves - - - 41 (41) -

Dividend paid in 2003 - - - - (3,717) (3,717)

At 31 December 2004 845 8,476 (3,620) 25,383 5,253 36,337

(x € 1,000)

Issued

capital

Share

premium

Treasury

shares

Other

reserves

Profit for

the year

Total

At 1 January 2005 845 8,476 (3,620) 25,383 5,253 36,337

Profit for the year - - - - 7,243 7,243

Total income and expense

for the year - - - - 7,243 7,243

Addition of profit of 2004

to other reserves - - - 790 (790) -

Dividend paid in 2004 - - - - (4,463) (4,463)

Exercise of option rights - - 624 - - 624

Treasury shares ICT

Automatisering N.V - - (648) - - (648)

At 31 December 2005 845 8,476 (3,644) 26,173 7,243 39,093

Consolidated statement of changes in equityfor 2004/2005


4141

Under the direct method

(x € 1,000) 2005 2004

CASH FLOWS FROM OPERATING ACTIVITIES

Receipts from customers 80,764 70,643

Payments to suppliers and employees (67,630) (70,827)

13,134 (184)

Dividend received 188 265

Interest received 595 468

Interest paid (46) (30)

Income tax paid (3,067) (1,625)

(2,330) (922)

Net cash flows from operating activities 10,804 (1,106)

CASH FLOWS FROM INVESTING ACTIVITIES

Net addition to property, plant and

equipment (337) (597)

Net cash flows used in investing activities (337) (597)

CASH FLOWS FROM FINANCING ACTIVITIES

Exercise of options 624 -

Treasury shares (648) -

Dividend paid (4,463) (3,717)

Net cash flows used in financing activities (4,487) (3,717)

Net cash flows 5,980 (5,420)

Cash and cash equivalents at 31 December 29,981 24,001

Cash and cash equivalents at 1 January 24,001 29,421

Net increase/(decrease) in cash and

cash equivalents 5,980 (5,420)

Consolidated cash flow statement for 2005


4242

1) Corporate Information

ICT Automatisering N.V. is a public limited liability company incorporated and established in

The Netherlands. The address of ICT Automatisering is:

Kopenhagen 9

2993 LL Barendrecht

Telephone 0180 – 646000

Fax 0180 – 646001

The consolidated financial statements of ICT Automatisering N.V., Barendrecht for the year

ended 31 December 2005 were prepared by the Executive Board, and jointly signed together

with the Supervisory Board and presented to the General Meeting of Shareholders scheduled

on 24 May 2006 for adoption.

The ICT Group is an organisation which focuses on the inventing of advanced solutions.

750 employees every day invent distinctive applications for a diversity of ict purposes, which

makes ICT one of the largest, independent Dutch software developers for the moment.

The ICT Group consists of two divisions: ICT Embedded (Embedded Software is software which

is part of and built into products) and ICT Solutions (technical automation). The business

operations of ICT Automatisering N.V. are described in the annual report.

The company’s parent-only income statement has been prepared in accordance with section

2:402 of the Dutch Civil Code.

Statement of compliance

The consolidated financial statements of ICT Automatisering N.V. and all its consolidated sub-

sidiaries have been prepared in accordance with International Financial Reporting Standards

(IFRSs), as adopted by the European Union. The notes required for first-time adoption of IFRSs

are disclosed in note 26.

2) Basis of consolidation

Basis of consolidation

The consolidated financial statements comprise the financial information of ICT Automatisering

N.V. and all its group companies (hereafter indicated as ‘the ICT Group’) in accordance with

the method of full consolidation. Group companies are those enterprises in which the Group

exercises control.

Notes to the consolidated financial statements


4343

The financial information of joint ventures is included in the consolidation in accordance

with the proportional consolidation method. A joint venture is defined as a company in

which ICT Automatisering N.V., by virtue of shareholders agreement exercises joint control.

The assets and liabilities, and the income and expenses of a joint venture are included in the

consolidation in proportion to the interest held in the company.

Profits or losses of participating interests are included in the consolidation from the date of

acquisition or incorporation.

Changes in accounting policies

The financial statements of ICT Automatisering N.V. for 2004 were prepared under the generally

accepted accounting principles in the Netherlands (“Dutch GAAP”). As from 1 January 2005

ICT Automatisering N.V. reports on the basis of IFRS. This transition resulted in changes in

account ing policies. The most important effect of these changes on the consolidated financial

statements is attributable to the application of IAS 19, ‘Employee Benefits’ and IFRS 2 ‘Share-

based Payments’. As a result, additional notes will be given concerning the developments in

plan assets and the pension benefit obligation related to the defined benefit plan as well as

the underlying assumptions of these plans.

The ICT Group has applied the transitional conditions of IFRS 2 in respect of equity settled

payments. As a result the ICT Group has applied IFRS 2 only to the equity settled payments

granted after 7 November 2002 which had not yet vested on 1 January 2005. The change in

accounting policy has had no effect on the consolidated profit and equity for the current and

previous year.

Significant accounting judgements and estimates

The key assumptions concerning estimation uncertainty at the balance sheet date, that have

a significant risk of causing a material adjustment to the carrying amounts of assets and

liabilities within the next financial year are discussed below.

Valuation of fixed price projects

Due to the unique character and the high degree of uncertainty related to the fixed price

projects, it is not possible for ICT Automatisering N.V. to determine the future costs and

interim project results on a reliable basis. Consequently, the results on the fixed price projects

are accounted for by ICT Automatisering N.V. on completion of the projects.


4444

3) Summary of significant accounting policies

Other financial assets and liabilities

A financial asset is derecognised when the rights to receive cash flows from the asset

have expired and the risks and benefits resulting from the asset are no longer retained by

ICT Automatisering N.V. A financial liability is derecognised when the obligation under

the liability is discharged or cancelled or expired. ICT Automatisering N.V. assesses at

each balance sheet date whether a financial asset or group of financial assets is impaired.

ICT Automatisering N.V. has no available-for-sale financial assets or liabilities, held-to- maturity

investments or loans other than debtors, creditors and other receivables and payables. Nor

has ICT Automatisering N.V. acquired any financial assets for the purpose of selling them in

the near future. When financial assets are recognised initially, they are measured at the fair

value plus direct attributable trans action costs. The ICT Group determines the classification of

its financial assets after initial recognition and, when allowed and appropriate, re-evaluates

this designation at each financial year-end.

Foreign currency translation

The consolidated financial statements are presented in euros. Assets and liabilities denominated

in foreign currencies are translated into euros at the rates of exchange ruling at the balance

sheet date. Transactions in foreign currencies are translated at the rate of exchange ruling at

the date of transaction. Exchange gains and losses are taken to the profit and loss account.

Financial instruments

ICT Automatisering N.V. does not use derivative financial instruments.

Property, plant and equipment

Property, plant and equipment is carried at cost net of straight-line depreciation, based

on the expected useful economic lives of the assets concerned not taking into account any

expected residual value. The annual depreciation rates are as follows:

Computer equipment 331/3%

Fixtures and fittings 20%

When applicable, assets are carried at the lower recoverable market amount.

At each financial year end, the assets’ useful lives and valuation methods are assessed and

adjusted when applicable.

Financial assets

Participating interests in which the company does not exercise any significant influence are

carried at cost, being the fair value, when necessary allowing for value impairment.


4545

Trade and other receivables

The trade receivables are carried at original invoice amount net of an allowance for any

uncollectible amounts. The uncollectible amounts are written off when identified. The other

receivables are carried at cost, being the fair value of the returned performance at the time

of invoicing.

Included in the other receivables and other liabilities are the receivables and liabilities related

to the fixed price projects.

The fixed price projects are carried at the cost of the direct hours spent on projects in progress

and the goods and services purchased in relation to the projects up to the balance sheet

date. The hours spent are carried at the direct and indirect costs per employee per hour.

The direct costs are based on the salary and social security expenses and other costs of the

employees involved directly attributable to the project. Goods and services from third parties

are carried at the price paid. Amounts already invoiced on projects are deducted from the

capitalized costs of these projects. Losses, if any, are deducted from the capitalized costs

and taken to the profit and loss account as soon as they are foreseen. An estimation of the

expected projects cost is necessary to foresee any of these losses. Positive net contracts are

included under sales to be invoiced and negative net projects are included under current

liabilities. The progress of the projects is measured by the hours spent, amounts invoiced and

internal management information.

Cash and cash equivalents

Cash and cash equivalents comprise cash at banks.

Treasury shares

Equity instruments which are reacquired (treasury shares) are deducted from equity. No gain

or loss is recognised in the profit or loss account on the purchase, sale, issue or cancellation

of ICT Automatisering N.V.’s equity instruments.

Current liabilities

The current liabilities are carried at cost, being the fair value at the time the liability arises.


4646

Pensions

ICT Automatisering N.V. transferred the staff pension plan to Stichting Pensioenfonds ICT on

1 January 2003. The fund has reinsured the accrued pension entitlements under the defined

benefit plan with an insurance company.

ICT Automatisering N.V. has concluded a financing agreement with the fund. Under this agree-

ment, ICT Automatisering N.V.’s annual contribution to the fund is identical to the annual

pension contributions charged by the insurance company to the fund. The contributions

charged by the insurance company to the fund are calculated actuarially, using a discount

rate of 4%. The investment risk is for the account of the fund and cannot be charged based

on contributions calculated actuarially. ICT Automatisering N.V. has no rights what so ever

to the fund’s plan assets and has no obligations vis-à-vis the fund other than payment of

the amount granted under the financing agreement. Stichting Pensioenfonds ICT bears all

investment and actuarial risks. The pension obligations have been reinsured with the pension

insurance company for the term of the agreement.

The gross pension obligation is carried at the present value of the portion of projected

pensions attributable to past service, taken into account expected future salary increases

until retirement. The discount rate used to calculate the gross obligation is based on the

market rate of interest relating to the term of the obligation. Investments are carried at

fair value, taking into account an expected return. The net defined benefit liability is the

aggregate of the present value of the gross obligation and actuarial gains and losses not

recognised reduced by the fair value of plan assets out of which the obligations are to be

settled directly. This net obligation or investment surplus is only recognised in the balance

sheet of ICT Automatisering N.V. if the net obligation is due to commitments made under

the financing agreement with the fund. Actuarial gains and losses are recognised as income

or expense when the net cumulative unrecognised actuarial gains and losses at the end of

the previous financial year exceeded 10% of the higher of the gross obligation and the fair

value of plan assets at that date. These gains and losses are allocated to the expected average

remaining working lives of the employees participating in the plan. A net investment surplus

is not recognised in the balance sheet of ICT Automatisering N.V. There is no entitlement

to the fund’s investment surpluses, nor any obligation if an investment deficit arises. In the

case of an investment surplus, any actuarial losses not accounted for are taken direct to the

unrecognised investment surplus.

4) Accounting policies for result

Revenues

Revenues include goods and services supplied to third parties in the year under review,

net of discounts and value-added taxes. Profits on fixed-price projects are recognised upon

completion of the project. Losses are recognised as soon as they are foreseen.


4747

Operating expenses

Expenses arising from the company’s business operations are accounted for as operating

expenses.

Depreciation

Depreciation of property, plant and equipment is computed on a straight-line basis over the

expected useful economic lives of the assets concerned.

Leases

Operating lease payments are accounted for as an expense in the income statement on a

straight line basis over the lease term.

Tax

Tax is calculated over the profit or loss in the financial statements based on the tax rates in

force, taking into account tax relief facilities.

ICT Automatisering N.V. forms a fiscal unity with its group companies in the Netherlands, with

exception of Rijnmond Distributie Services B.V. Tax is calculated as if the group companies

were autonomous tax payers. The differences between the tax thus computed and the tax

actually due is included in ICT Automatisering N.V.’s company financial statements.

Share-based payments plans

Under the terms of a share option plan for employees, the Executive Board and the Super-

visory Board, rights were granted to the foundation Stichting Administratiekantoor ICT and

the foundation Stichting Personeelsoptieplan ICT to issue depositary receipts in exchange for

ordinary shares in ICT Automatisering N.V. administered by them in connection with options

exercised. Under IFRS, all options granted by ICT Automatisering N.V. are considered equity-

settled transactions.

An option represents the right to a depositary receipt from Stichting Administratiekantoor ICT

or Stichting Personeelsoptieplan ICT. A term of five years from the date an option is granted

applies to all the option schemes. An option is strictly personal and cannot be transferred

or traded. Under almost all the option schemes, options lapse when leaving the company.

Options can be exercised during the five-year term at the stipulated exercise price, which

equals the share price at the time the options were granted. The optionholder is not entitled

to dispose of the depositary receipts obtained as a result of exercising options within a period

of two years of the start of the corresponding option period. After this period of two years,

the optionholder has the opportunity at least twice a year – or as many times as determined

by the boards of the foundations, to give instructions to sell the depositary receipts. In the

third, fourth and fifth year after the start of the relevant option period, one third of the

depositary receipts may be sold each year. The parts which are not sold accumulate and may

be sold in any subsequent year.


4848

The granted options of ICT Automatisering N.V. are carried at their fair value and meet the

requirements for equity-settled transactions under IFRS. Accordingly, the fair value of the

option is expensed as an operating cost, based on the estimated numbers of options that will

vest over the vesting period.

The options have been granted to employees, including Executive Board and Supervisory

Board members of ICT Automatisering N.V. as remuneration in the form of rights to purchase

depositary receipts for shares of ICT. In some cases, employees are required to achieve a

specific performance in order to obtain unconditional rights to depositary receipts for shares.

The costs of options granted are recognised, together with a corresponding increase in

equity, over the period in which the performance conditions are fulfilled, ending on the date

on which the relevant employees obtain the full right entitled to the grant (“vesting date”).

The cumulative expense for granted options recognised at each reporting date until the

vesting date reflects the expected number of options that will ultimately vest. No expense is

recognised for grants that do not ultimately vest. If vesting depends on a market condition,

they are treated as vesting irrespective of whether the market condition is satisfied, provided

that all other performance conditions are satisfied.

If the terms of a share option granted are modified, at least an expense is recognised as if

the terms had not been modified. In addition, an expense is recognised for any increase in

the fair value of the transaction as a result of the modification, as measured at the date of

modification.

If a share option granted is cancelled or settled it is treated as if it has vested at an accelerated

pace, and any expense not yet recognised for the right granted is recognised immediately.

However, if a new right is substituted for the cancelled right, and designated as a replace-

ment right on the date it is granted, the cancelled and new rights are treated as if they were

a modification of the original right, as described in the previous paragraph.

The dilutive effect of outstanding options not covered by treasury shares is reflected as share

dilution in the computation of earnings per share.


4949

5) Interest in a joint venture

ICT Automatisering N.V. has a 50% interest in InTraffic B.V., a jointly controlled entity by ICT

Automatisering N.V. and Holland Railconsult B.V. since 2003. InTraffic B.V. is an IT consultant

providing services for public transportation companies, infra-providers, system suppliers and

government organisations. The share (50%) of the assets, liabilities, income and expenses of

the jointly controlled entity at 31 December included in the consolidated financial statements,

is as follows:

(x € 1,000) 2005 2004

Non-current assets 6 1

Current assets 2,501 1,986

2,507 1,987

Current liabilities (1,528) (1,445)

Equity 979 542

Revenue 8,266 6,464

Profit for the year (after taxation) 437 347


5050

6) Property, plant and equipment

The following table shows the movement of property, plant and equipment during 2005

and 2004:

(x € 1,000)

Computer

equipment

Other

fixed

assets

Total Total

2005 2004

Total cost at 1 January 7,696 4,127 11,823 11,228

Accumulated depreciation at 1 January (6,984) (3,221) (10,205) (9,193)

Net book value at 1 January 712 906 1,618 2,035

Movements in cost

Additions 260 76 336 597

Disposals - - - (2)

Total movement in cost 260 76 336 595

Movement in depreciation

Disposals - - - 2

Depreciation (403) (360) (763) (1,014)

Total movement in depreciation (403) (360) (763) (1,012)

Net book value at 31 December 569 622 1,191 1,618

Total cost at 31 December 7,956 4,203 12,159 11,823

Accumulated depreciation at 31 December (7,387) (3,581) (10,968) (10,205)

Net book value at 31 December 569 622 1,191 1,618

Notes to the consolidated balance sheet


5151

7) Financial assets

The financial assets include an investment in other participating interest.

The movement in the financial assets is as follows:

(x € 1,000) 2005 2004

Balance at 1 January 30 30

Movement - -

Balance at 31 December 30 30

The other participating interests includes a 50% interest in Start Automation Ltd. at Malacky,

Slovakia. Since the ICT Group has no significant influence, this investment is carried at cost.

8) Trade and other receivables

The composition of trade and other receivables is as follows:

(x € 1,000) 2005 2004

Trade receivable 10,447 10,392

Revenue to be invoiced 6,972 7,460

Other receivables 1,550 1,529

Prepayments and accrued income 2,589 2,454

21,558 21,835

In general the trade receivable is non-interest bearing and has a payment term of 30–90 days.

Other receivables include governmental subsidies amounting to € 0.6 million. The govern mental

subsidies are subsidies granted by the European Subsidies Funds (ESF), to cover employee

educational training hours and costs. These subsidies are included in other income in the

profit and loss account. The prepayments and accrued income mainly relate to prepayments

made to suppliers. All items fall due within one year.


5252

9) Cash and cash equivalents

The balances included in this item are at the free disposal of the group companies. The cash and

cash equivalents consist of bank balances bearing interest in line with market interest.

10) Equity

Issued Capital

The Company’s authorized share capital amounts to € 3,750,000, divided into 18,700,000

ordinary shares and 18,800,000 cumulative preference shares, all of € 0.10 nominal value each.

The number of shares issued and fully paid up at 31 December 2005 amounted to 8,452,927

ordinary shares (2004: 8,452,927). During the financial year there were no movements in the

share capital.

Stichting Continuïteit ICT and preference shares

Stichting Continuïteit ICT was formed in 1997. The object of Stichting Continuïteit ICT is to

promote the interests of ICT Automatisering N.V. and its associated companies in such a way

that the interests of ICT Automatisering N.V. and its associated companies and all concerned

with them are safeguarded as far as possible and that influences which could adversely affect

the independence and/or the continuity and/or the identity of ICT Automatisering N.V. and

its associated companies, and which could be in conflict with those interests, are averted to

the maximum extent.

The board of the ‘Stichting Continuïteit ICT’ consists of four boardmembers, all of whom are

independent within the meaning of Appendix X of the Listing and Issuing Rules of Euronext

Amsterdam Stock Market.

The preference shares in the capital of ICT Automatisering N.V. are a defence against

hostile take-over bids. No preference shares had been issued at 31 December 2005. Stichting

Continuïteit ICT has entered into an option agreement with ICT Automatisering N.V., under

which ICT Automatisering N.V. is entitled to issue preference shares to Stichting Continuïteit

ICT with a nominal value up to 100% of the nominal value of ordinary shares issued to third

parties, less the nominal value of one ordinary share. The option agreement also entitles

Stichting Continuïteit ICT to require ICT Automatisering N.V. to issue preference shares to it

to the same maximum nominal value. Preference shares may only be issued under the option

agreement for the purpose of serving aforementioned object of Stichting Continuïteit ICT.


5353

Treasury shares

To meet the obligations arising from options granted, treasury shares are held. The move-

ment of the treasury shares held is as follows:

2005 2004

Balance at 1 January 192,446 192,446

Treasury shares issued under the terms of options exercised (56,498) -

Treasury shares re-acquired to cover options outstanding 51,535 -

Balance at 31 December 187,483 192,446

The re-acquirement rates of the 2005 treasury shares varied from € 12.24 to € 14.35.

Other reserves

The other reserves comprise of retained earnings. It is proposed to the General Meeting of

Shareholders on 24 May 2006, to declare a cash dividend of € 0.64 per share of € 0.10 nominal

value. The proposed dividend amounts to € 5,290,000 (2004: € 4,461,000).

11) Pensions

ICT Automatisering N.V. has insured the retirement pension, disability and surviving depen-

d ants’ pension plans for all participants with Stichting Pensioenfonds ICT. The retirement

pension is based on accrued pension benefits. The retirement pension is calculated on the

basis of 70% of the last-earned salary, depending on the number of years of service, until the

age of 60. From the age of 60, salary increases are no longer included in the accrual based

on past service. The disability and surviving dependants’ pension plans are insured on a risk

basis with a pension reinsurance company.

A summary of the breakdown of the cost of the pension plan, as well as the financing and

defined benefit obligations under IFRS is shown in the following table:


5454

2005 2004

PENSION COSTS

Current service cost 1,054 926

Interest cost on benefit obligation 871 772

Expected return on plan assets (1,655) (1,306)

Additional risk premiums and other charges 486 462

Movement during the year of investment surplus (2,707) (606)

Actuarial gain/(loss) 3,825 1,423

1,874 1,671

Paid premiums for disability insurance (272) (252)

Pension costs of defined contribution plans 107 104

Employer contributions (953) (964)

Pension cost 756 559

SPECIFICATION OF BENEFIT ASSET/(LIABILITY):

Present value of pension obligation, 31 December 24,280 18,295

Fair value of plan assets, 31 December 25,189 21,782

Net investment surplus 909 3,487

Adjustment to net investment surplus (909) (3,487)

Liability/(asset) recognised in balance sheet - -

MOVEMENT IN PRESENT VALUE OF PENSION OBLIGATION:

Present value of pension obligation, 1 January 18,295 13,772

Interest cost 871 772

Current service cost 1,054 926

Actuarial gain/(loss) 4,060 2,825

Present value of pension obligation, 31 December 24,280 18,295

MOVEMENT IN THE FAIR VALUE OF THE PLAN ASSETS:

Fair value of plan assets, 1 January 21,911 17,865

Expected return on plan assets 1,655 1,306

Employer contributions 1,874 1,671

Additional risk premiums and other charges (486) (462)

Actuarial gain on assets 235 1,402

Fair value of plan assets, 31 December 25,189 21,782


5555

The contribution to ICT Automatisering N.V.’s pension plan depends on the financing agree-

ment between ICT Automatisering N.V. and the pension fund. According to the agreement,

ICT Automatisering N.V.’s annual contribution to the fund is identical to the annual pension

contributions charged by the insurance company to the fund. It is expected that the 2006

pension contributions of ICT Automatisering N.V. will be similar to the contributions for the

current year.

The assets of the pension fund are invested in full in the insurer’s own funds. Investments

are made in business and fixed interest values for 20% and 80% respectively using a range

of 5%.

The principle actuarial assumptions used in determining pension benefit obligations at

31 December are as follows:

Valuation Valuation

(x € 1,000) in 2005 in 2004

Discount rate 4.0% 4.5%

Salary increase percentage used 1.7%-5% 1.7%-5%

Expected rate of return on assets 7.2% 6.8%

Mortality table, using a 1-year downward age adjustment GBM/V 1990-1995 GBM/V 1990-1995

Assumptions relating to future salary increases are based on consistent estimates made

depending on age levels and irrespective of price inflation. The terms and conditions of the

pension plan do not include any commitments made in relation to price inflation.


5656

12) Current liabilities

Current liabilities can be broken down as follows:

(x € 1,000) 2005 2004

Trade payables 2,259 3,170

Tax and social security contributions 2,171 2,095

Corporate tax payable 489 24

Pension liabilities 810 496

Other liabilities 4,377 4,017

Accruals and deferred income 3,561 1,345

13,667 11,147

The other liabilities relate to accrued expenses payable to suppliers and employees. Trade

creditors and other liabilities are non interest bearing and in general have a payment term

of 14-60 days.

The accruals and deferred income mainly relate to income from a long term rental contract

of which € 1.6 million is long term in nature. Furthermore the account includes sales invoices

in advance.

13) Commitments not disclosed in the balance sheet

Credit facility

Rabobank has granted a credit facility of up to € 1.8 million comprising guarantees for the

benefits of clients (2004: € 1.8 million).

Guarantees

At balance sheet date, guarantees outstanding amounted to € 1.1 million (2004: € 1.5 million).

These guarantees were provided in connection with current rental commitments and clients.

Rental commitments

This item relates to liabilities on the rental commitments for offices. The rental commitments

are long-term in nature with a maximum term of 10 years. Total rental commitments for 2006

amount to some € 2.1 million (2005: some € 2.0 million).


5757

Lease commitments

This item relates to liabilities on operating leases for cars for employees, each lease having

a term of four years. Total lease commitments for 2006 amount to some € 7.3 million (2005:

some € 6.9 million).

Legal proceedings

The company is involved in a number of legal proceedings in connection with the group’s

business activities. In the opinion of the Executive Board, these will have no material effect

on the financial position of the group.

Financial instruments

Financial instruments on the balance sheet concern trade and other receivables, cash at bank

and in hand, trade payables and other current liabilities. The fair value of these financial

instruments approximates the book value. The financial instruments disclosed in the balance

sheet of ICT Automatisering N.V. are not subject to any specific contractual provisions, apart

from the guarantees and credit facilities provided by Rabobank. Neither ICT Automatisering

N.V. nor any of its group companies hold derivatives for trading purposes nor do they issue

them. The ICT Automatisering N.V. policy aims to minimize interest rate risk, currency risk,

liquidity risk and credit risk.

Interest rate risk

ICT assesses the interest rate risks to which it is exposed as minimal because the company does

not have any interest-bearing debt.

Currency risk

ICT assesses the currency risks to which it is exposed as minimal because its contracts and

obligations are denominated mainly in euros.

Credit risk

ICT assesses the credit risks to which it is exposed as low because of the good reputation and

the creditworthiness of its clients.

Liquidity risk

ICT assesses the liquidity risks to which it is exposed as minimal because the liquidities are all

bankbalances.

Fiscal unity

ICT Automatisering N.V. forms a fiscal unit for corporate tax purposes with ICT Embedded

B.V., ICT Solutions B.V., RDS Holding B.V. and Megalogic B.V.


5858

14) Related parties

ICT Automatisering N.V. is a company incorporated and established in the Netherlands.

The following group companies are included in the consolidation (the interests group com-

panies and the joint venture included in the consolidation equals the included equity interest

of 2004):

Group companies:

ICT Embedded B.V. Barendrecht 100%

ICT Solutions B.V. Barendrecht 100%

Megalogic B.V. Rotterdam 100%

RDS Holding B.V. Rotterdam 100%

Rijnmond Distributie Services B.V. Rotterdam (via RDS Holding B.V.) 100%

ICT Embedded Software GmbH (Germany) Ismaning 100%

Joint venture companies:

InTraffic B.V. Utrecht 50%

Other participating interest:

The other participating interest includes a 50% interest in Start Automation Ltd. at Malacky,

Slovakia and is recorded under the financial assets.

Since the ICT Group has no significant influence, the other participating interest is not con-

solidated, however, the participating interest is recorded as financial assets on the balance

sheet of 31 December 2005. Between the ICT Group and the other participating interest no

transactions, receivables or liabilities exist.

The transactions during the year under review between InTraffic and the company, based on

50%, can be broken down as follows:

(x € 1,000) 2005 2004

Sales to related parties 3,578 2,816

Purchases from related parties - -

Payables from related parties 365 325

Payables to related parties - -

The transactions relate mainly to the outsourcing of personnel. The transactions are carried

at arms length rate in line with the market. The liabilities from related parties include trade

creditors related to these transactions. For the remuneration of the key employees of the group

we refer to note 18, 19 and 20.


5959

15) Revenues

Segmentation

The composition of the revenues and other income, contribution, net book value of assets,

additions, liabilities, depreciation and average number of employees in the various divisions

is as follows:

Embedded 2005 2004

Revenue and other income 35,977 36,064

Contribution 1) 12,302 11,165

Total net book value of assets 30,116 28,728

Additions to property, plant and equipment 197 372

Liabilities 2) 7,824 6,599

Depreciation 509 766

Average number of employees 434 475

Solutions 2005 2004





Liabilities 2) 5,354 4,524

Depreciation 254 248


Notes to the consolidated profit and loss account


6060

ICT Total 2005 2004





Liabilities 2) 13,178 11,123

Depreciation 763 1,014


1) A segment’s contribution consists of revenue and other income less the materials used, subcontracted work and staff costs

2) A segment’s liability consists of current liabilities less corporate income tax liabilities.

As a primary segmentation basis, ICT recognises the business segments Embedded and

Solutions. The total figures for ICT Automatisering N.V. are allocated to the segments in

proportion to their average number of employees.

The secondary segmentation basis of ICT Automatisering N.V. is as follows:

Netherlands Germany Total

2005

Revenue and other income 68,254 858 69,112

Contribution 1) 24,950 22 24,972

Total net book value of assets 52,087 673 52,760

Additions to property, plant and equipment 332 4 336

Liabilities 2) 12,165 1,013 13,178

Depreciation 763 0 763

Average number of employees 720 8 728

2004

Revenue and other income 64,823 135 64,958

Contribution 1) 21,301 -93 21,208

Total net book value of assets 47,355 129 47,484

Additions to property, plant and equipment 595 2 597

Liabilities 2) 10,872 251 11,123

Depreciation 1,014 0 1,014

Average number of employees 760 3 763

1) A segment’s contribution consists of revenue and other income less the materials used, subcontracted work and staff costs

2) A segment’s liability consists of current liabilities less corporate income tax liabilities.


6161

16) Other income

The other income consists of subsidy income.

17) Employee benefits

Employee benefits can be broken down as follows:

(x € 1,000) 2005 2004

Salaries 33,182 33,243

Social security charges 4,516 4,781

Pension expenses 756 559

38,454 38,583

18) Outstanding options held by members of the Supervisory Board, current and

former members of the Executive Board and employees

Options for

the benefit of:

Exercise

price in

euros

Out-

standing

options at

31 December

2004

Lapsed,

unexercised

options

Exercised

options in

2005

Out-

standing

options at

31 December

2005

Maximum

remaining

execution

time (in

years)

(former) members of

the Executive Board:

Option tranches dated:

17 December 2001 11.33 80,000 - 40,000 40,000 1.0

10 September 2004 10.05 40,000 - - 40,000 3.7

120,000 - 40,000 80,000

Supervisory Board:

Option tranche dated:

17 December 2001 11.33 18,000 - - 18,000 1.0

18,000 - - 18,000


6262

Options employees:

Option tranches dated:

11 December 2000 41.80 26,478 26,478 - - -

17 December 2001 11.33 90,188 7,500 12,698 69,990 1.0

9 December 2002 7.10 68,592 4,699 3,800 60,093 1.9

8 December 2003 11.40 39,999 2,100 - 37,899 2.9

16 December 2004 *) 11.25 25,000 - - 25,000 4.0

250,257 40,777 16,498 192,982

Total options 388,257 40,777 56,498 290,982

*) The options dated 16 December 2004 were granted subject to the achievement of targets.

In 2005 no options were granted and no earlier granted options have become uncondi-

tional.

19) Remuneration of members of the Supervisory Board and current and

former members of the Executive Board

As in 2004 each supervisory director received remuneration of € 15,000 in 2005, and the total

remuneration of the supervisory directors in 2005 and 2004 was € 45,000.

The joint total remuneration of the current member of the Executive Board for 2005 was

€ 574,000 (2004: € 473,000) which can be broken down as follows:

Regular Salary Bonus Pension costs Total

2004

A. Schot 300,000 150,000 23,000 473,000

Total 300,000 150,000 23,000 473,000

2005

A. Schot 355,000 150,000 69,000 574,000

Total 355,000 150,000 69,000 574,000

Options for

the benefit of:

Exercise

price in

euros

Out-

standing

options at

31 December

2004

Lapsed,

unexercised

options

Exercised

options in

2005

Out-

standing

options at

31 December

2005

Maximum

remaining

execution

time (in

years)


6363

The bonus depends on the increase in earnings per share relative to the previous year and is

equal to at least 25% and a maximum of 50% of the executive director’s salary.

20) Shares held by members of the Supervisory Board and the Executive Board

At 31 December 2005, ICT shares held by the Supervisory Board and the Executive Board can

be broken down as follows:

Number held at

31.12.2005

Number held at

31.12.2004

Executive director

A. Schot 9,549 9,549

Supervisory directors

W. de Vlugt 3,000 3,000

H.A.D. van den Boogaard 310 310

C. Kämper - -

3,310 3,310

Outstanding options held by members of the Supervisory Board and the former

and current Executive Board

At 31 December 2005, the outstanding ICT share options held by the Supervisory Board and

the Executive Board can be broken down as follows:


6464

Outstanding

options at

31.12.2004

Lapsed

exercised

options

Exercised

options

Granted in

2005

Outstanding

options at

31.12.2005

(former)

Executive director

A. Schot 80,000 - - - 80,000

Former executive director 40,000 - 40,000 - -

120,000 - 40,000 - 80,000

Supervisory directors

W. de Vlugt 6,000 - - - 6,000

H.A.D. van den Boogaard 6,000 - - - 6,000

C. Kämper 6,000 - - - 6,000

18,000 - - - 18,000

More information on exercise prices and terms is provided in the section on options.

21) Loans to members of the Supervisory Board and the Executive Board

At the balance sheet date there were no loans to the executive director or the supervisory

directors.

22) Other operating expenses

Other operating expenses can be broken down as follows:

(x € 1,000) 2005 2004

Automotive expenses 6,743 6,737

Premises 3,039 2,704

Other expenses 4,724 4,056

14,506 13,497


6565

23) Share of profit of other participating interests

The result from other participating interests includes the received dividend of Start Automa-

tion at Malacky, Slovakia.

24) Income tax expense

The tax expense can be broken down as follows:

2005 2004

Profit on ordinary activities before taxation 10,466 7,509

Profit subject to the participation exemption (188) (265)

Items deductible for tax purposes (training allowance, wage value of

option plan, etc.) - (690)

Basis for computation of corporate income tax at the appropriate rate 10,278 6,554

Tax 3,223 2,256

Effective tax charge 31% 30%

25) Earnings per share

The following table reflects the income and share data used in the basic and diluted earnings

per share computations:

2005 2004

Weighted average number of ordinary shares for basic earnings per shares 8,262,962 8,260,481

Effect of dilution due to granted share options not covered by

treasury shares 25,093 7,555

Weighted average number of ordinary shares adjusted for the effect

of dilution 8,288,055 8,268,036

Profit for the year attributable to ordinary equity holders of the parent € 7,243,000 € 5,253,000


6666

Between the reporting date and the date of the draw up of these financial statements,

options amounting to 29,561 shares have been exercised. Furthermore the Stichting ICT

Continuïteit reacquired 100,000 shares to cover other option rights.

2005 2004

Basic earnings per ordinary share € € 0.88 € 0.64

Fully diluted earnings per ordinary share € € 0.87 € 0.64

The dilution is caused by the uncovered outstanding options (we refer to notes 10 and 18).

26) First time adoption of International Financial Reporting Standards

The current year is the first year ICT Automatisering N.V. presents her financial statements

under the International Financial Reporting (IFRS) The following mandatory notes are

applicable in the year of transition from Dutch GAAP to IFRS. The last financial statements

of 31 December 2004, were drawn up without application of IFRS. Therefore the date of

transition to IFRS is 1 January 2004, as the figures should be adjusted retroactively to ensure

that the comparative figures are based on IFRS.

The equity as per 1 January 2004 in accordance with Dutch GAAP and IFRS is as follows:

(x € 1,000)

Equity according to Dutch GAAP at 1 January 2004 34,801

Equity according to IFRS at 1 January 2004 34,801


6767

No valuation differences between the equity based on Dutch GAAP and IFRS existed at

1 January 2004. There is a classification difference related to the fixed price projects. The

difference is due to the fact that Dutch GAAP records it as work in progress and IFRS records

the positive and negative contracts separately under trade and other receivables and current

liabilities, respectively. The reclassifications can be broken down as follows:

(x € 1,000)

2004

IFRS

2004

Dutch GAAP

Work in progress - 67

Trade receivables 21,835 21,363

Current liabilities (11,147) (10,742)

10,688 10,688

Reconciliation of profit for 2004 based on Dutch GAAP and IFRS:

(x € 1,000)

Profit for 2004 based on Dutch GAAP 5,253

Profit for 2004 based on IFRS 5,253


6868

General policies

The cash flow statement is drawn up using the direct method. Receipts and expenses related

to interest, received dividend and corporate income tax are included in the cash flows from

operating activities. Paid dividends are included in the cash flows from financing activities.

Notes to the consolidated cash flow statement


6969

(x € 1,000) Note 2005 2004

ASSETS

NON CURRENT ASSETS

Property, plant and equipment 2) 896 1,090

Financial assets 3) 10,895 9,091

11,791 10,181

CURRENT ASSETS

Trade and other receivables 4) 8,198 10,847

Cash and cash equivalents 23,203 16,969

31,401 27,816

43,192 37,997

EQUITY AND LIABILITIES

SHAREHOLDERS’ EQUITY

Issued capital 5) 845 845

Share premium 5) 8,476 8,476

Other reserves 5) 22,529 21,763

Profit for the year 5) 7,243 5,253

39,093 36,337

CURRENT LIABILITIES 8) 4,099 1,660

Total equity and liabilities 43,192 37,997

Company balance sheet at 31 December 2005(before profit appropriation)


7070

(x € 1,000) 2005 2004

Profit of participation interests after taxation 6,304 4,460

Other income and expenses after taxation 939 793

Profit for the year 7,243 5,253

Company profit and loss account for 2005


7171

1) General

The company financial statements of ICT Automatisering N.V. have been prepared in

accordance with Dutch GAAP and the financial reporting requirements included in Part 9

of Book 2 of the Dutch Civil Code. Investments in group companies are carried at net asset

value. Subsidiaries which are not consolidated are carried at cost since the company has no

significant influence.

In accordance with the adoption of IFRS as of 1 January 2005 for the preparation of the

consolidated financial statements, ICT Automatisering N.V. decided to change its accounting

policies for preparing the company´s financial statements. As of 1 January 2004 (date of

transition), the company’s financial statements are prepared in accordance with financial

reporting requirements included in Part 9 of Book 2 of the Netherlands Civil Code while apply-

ing the same IFRS-based accounting principles used in the preparation of the consolidated

financial statements. There are no effects of the change in accounting policy on equity or

profit.

The company’s parent-only income statement has been prepared in accordance with section

2:402 of the Dutch Civil Code.

For the information on group companies of ICT Automatisering N.V. please refer to note 14

of the consolidated financial statements.

Financial assets

Investments in group companies are carried at net asset value, calculated according to

the group policies. Non consolidated participating interests where the company has got no

significant influence are carried at cost less any impairment losses.

Notes to the company balance sheet


7272

2) Property, plant and equipment

Movements during 2005 were as follows:

(x € 1,000)

Computer

equipment

Other

fixed assets Total

Accumulated cost at 1 January 1,303 1,168 2,471

Accumulated depreciation at 1 January (593) (788) (1,381)

Net book value at 1 January 710 380 1,090

Movements in cost

Additions 260 69 329

Disposals - - -

Total movements in cost 260 69 329

Movements in depreciation

Disposals - - -

Depreciations (402) (121) (523)

Total movements in depreciation (402) (121) (523)

Net book value at 31 December 568 328 896

Accumulated cost at 31 December 1,563 1,237 2,800

Accumulated depreciation at 31 December (995) (909) (1,904)

Net book value at 31 December 568 328 896

3) Financial assets

The financial assets consist solely of participating interests in group companies and the 50%

participation interest in Start Automation Ltd., Malacky, Slovakia.


7373

Movement in the net asset value was as follows:

(x € 1,000) 2005 2004

Balance at 1 January 9,091 9,131

Additions - -

Share of profit of participating interests 6,304 4,460

Dividend received (4,500) (4,500)


4) Trade and other receivables

Trade and other receivables can be broken down as follows:

(x € 1,000) 2005 2004

Trade receivables 76 26

Group companies 3,662 7,464

Other receivables 1,187 1,005

Prepayments and accrued income 3,273 2,352


Other receivables include governmental subsidies amounting to € 0.6 million. The governmen-

tal subsidies are subsidies granted by the European Subsidies Funds (ESF), to cover employee

educational training hours and costs. These subsidies are included under other income in the

profit and loss account. The prepayments and accrued income mainly relate to prepayments

made to suppliers. All items fall due within one year.


7474

5) Issued capital

The authorised share capital amounts to € 3,750,000 divided into 18,700,000 ordinary shares

of € 0.10 nominal value each and 18,800,000 cumulative preference shares of € 0.10 nominal

value each.

The number of shares issued and paid up at 31 December 2005 amounted to 8,452,927 (2004:

8,452,927).

For the movement schedule of issued capital, share premium, other reserves and profit for

the year please refer to the specification of the consolidated statements of change in equity

for the years ended 31 December 2004 and 31 December 2005 included in the consolidated

financial statements. For information on treasury shares please refer to note 10 in the

con solidated financial statements.

6) Options

For a specification of options please refer to note 18 in the consolidated financial state-

ments.

7) Pension

For a specification of the pensions please refer to note 11 of the consolidated financial state-

ments.

8) Current liabilities

The current liabilities can be broken downs as follows:

(x € 1,000) 2005 2004

Trade payable 455 803

Taxes and social security contributions 625 32

Pension related liabilities 357 208

Other liabilities 592 446

Accruals and deferred income 2,070 171

4,099 1,660

The accruals and deferred income mainly relate to income from a rental contract of which an

amount of € 1.6 million is long term in nature.


7575

9) Commitments not disclosed in the balance sheet

For this item except for the guarantees and lease commitments please refer to the applicable

notes in the consolidated financial statements (note 13).

At balance sheet date the guarantees outstanding for the ICT Group amounted to € 459,000

(2004: € 650,000). These guarantees were provided in accordance with current rental

commit ments.

The liabilities related to the operating leases for cars for employees each have a term of

four years. The total lease commitments for 2006 amount to some € 323,000 (2005: some

€ 267,000).

10) Employees

The average number of staff employed by the ICT Automatisering N.V. and its group

companies in 2005, in full time equivalents, was 728 (2004: 763).

11) Remuneration of the Executive Board and the Supervisory Board

For the remuneration of the Executive Board and the Supervisory Board please refer to note

19 of the consolidated financial statements.


The Executive Board The Supervisory Board

A. Schot W. de Vlugt (chairman)

H.A.D. van den Boogaard

C. Kämper


7676

Articles of association provisions governing the appropriation of profit

The salient points of Article 37 of the Articles of Association governing the appropriation of

profit are as follows:

Pursuant to law ICT Automatisering N.V. may only distribute dividends to the extent that

its shareholders’ equity exceeds the amount of paid-up and called-up share capital plus

the reserves required to be maintained by law and the Article of Association. If preference

shares have been issued, the dividend shall first be distributed on the preference shares from

the profit available for distribution. The preference dividend shall be a percentage of the

amount paid up on the preference shares concerned, equal to the average monthly EURIBOR

rate, weighted by the number of days it was in force, during the financial year to which the

dividend relates, plus two percent. If in a given year the preference dividend is not paid in full

or in part, no dividends shall be distributed in subsequent years until the shortfall has been

made good. Following distribution of the preference dividend, the Executive Board shall, sub-

ject to the approval of the Supervisory Board add as much as its deems necessary to reserves,

up to a maximum of 60% of the profit for the year, subject to the approval of the Annual

General Meeting. Any profit not so added to reserves is at the free disposal of the Annual

General Meeting to be reserved in full or in part to holders of ordinary shares in proportion

to the number of ordinary shares held. The Annual General Meeting can, on proposal of the

Executive Board subject to the approval of the Supervisory Board, resolve that the dividend

on ordinary shares be paid in full or in part in the form of ordinary shares. The Executive

Board can declare interim dividends, subject to the approval of the Supervisory Board.

Proposed appropriation of profit

(x € 1,000) 2005

Dividend 5,290

Additions to other reserves 1,953

7,243

Other information


7777

It will be proposed to the Annual General Meeting on 24 May 2006 that a dividend be

declared of € 0.64 per share of € 0.10 nominal value each, payable in cash.

Subsequent events

Subsequent to the balance sheet date, ICT acquired 50% of the shares in Rialtosoft in

Eindhoven. Rialtosoft focuses on software development and consultancy for development

processes in the automotive industry. ICT Automatisering N.V. will acquire the remaining

share in Rialtosoft as per 1 January 2010. The total acquisition price will be largely dependent

on the performance of Rialtosoft. The results of Rialtosoft will be included for 50% in the

consolidated figures of ICT Automatisering N.V. as from 1 January 2006.

ICT Automatisering N.V. has finalised the acquisition of the German company Xcc Software

AG (Xcc), following the announcement of the intention on 28 December 2005. The acquisition

will strengthen ICT’s position in Germany. Xcc has a workforce of approximately 25 and

achieved revenue of approximately EUR 4 million in 2005. The results of Xcc will be included

in ICT’s consolidated figures as from 1 January 2006.

Stichting Continuïteit ICT

The Board of Stichting Continuïteit ICT consists of five members, four of whom are indepen-

d ent within the meaning of Appendix X of the Listing and Issuing Rules of Euronext Amster-

dam Stock Market and one of whom is a member of the Supervisory Board. The independent

members are Mr H.R. Okkens, Mr M.W. Dekker, Mr E. Beelaerts van Blokland and Mr P.F.

Plaizier. Mr C. Kämper is in his capacity of the Supervisory Board of ICT Automatisering N.V.

the advisory member of the Board of the Stichting Continuïteit ICT.

Statement of independence

The Board of Stichting Continuïteit ICT and the Executive Board of ICT Automatisering

N.V. jointly declare that the members of the Board of Stichting Continuïteit ICT satisfy the

independence requirements applying to them as set out in Appendix X of the Listing and

Issuing rules of Euronext Amsterdam Stock Market.


7878

Introduction

We have audited the financial statements of ICT Automatisering N.V. Barendrecht, for the

year 2005. These financial statements consist of the consolidated financial statements and

the company financial statements. These financial statements are the responsibility of the

company’s management. Our responsibility is to express an opinion on these financial state-

ments based on our audit.

Scope

We conducted our audit in accordance with auditing standards generally accepted in the

Netherlands. Those standards require that we plan and perform the audit to obtain reason-

able assurance about whether the financial statements are free of material misstatement.

An audit includes examining, on a test basis, evidence supporting the amounts and disclosures

in the financial statements. An audit also includes assessing the accounting principles used

and significant estimates made by management, as well as evaluating the overall presen -

tation of the financial statements. We believe that our audit provides a reasonable basis for

our opinion.

Opinion with respect to the consolidated financial statements

In our opinion, the consolidated financial statements give a true and fair view of the financial

position of the company as at 31 December 2005 and of the result and the cash flows for the

year then ended in accordance with International Financial Reporting Standards as adopted

by the EU and comply with the financial reporting requirements included in Part 9 of Book

2 of the Netherlands Civil Code as far as applicable. Furthermore we have established to the

extent of our competence that the annual report is consistent with the consolidated financial

statements.

Opinion with respect to the company financial statements

In our opinion, the company financial statements give a true and fair view of the financial

position of the company as at 31 December 2005 and of the result for the year then ended in

accordance with the accounting principles generally accepted in the Netherlands and comply

with the financial reporting requirements included in Part 9 of Book 2 of the Netherlands

Civil Code.

Auditors’ report


7979

Furthermore we have established to the extent of our competence that the annual report is

consistent with the company financial statements.

Rotterdam, 13 April 2006

for Ernst & Young Accountants

A.A. Heij L.F.G. Tuinsma


8080

2005 4) 2004 4) 2003 2002 2001

Results (x € 1,000)

Revenue 5) 69,112 64,958 61,696 63,003 84,425

Operating profit 9,703 6,697 4,485 4,286 14,519

Profit for the year 7,243 5,253 3,758 3,406 10,196

Depreciation of property, plant and equipment 763 1,014 1,215 1,596 1,775

Cash flow (profit for the year plus depreciation) 8,006 6,267 4,973 5,002 11,971

Dividend 5,290 4,461 3,717 3,304 3,953

Balance sheet (x € 1,000)

Property, plant and equipment 1,191 1,618 2,035 2,675 4,196

Financial assets 30 30 30 30 30

Current assets 51,539 45,836 46,647 44,583 48,838

Current liabilities 3) 13,667 11,147 13,911 12,095 17,619

Shareholders’ equity 3) 39,093 36,337 34,801 34,347 34,654

Total assets 52,760 47,484 48,712 47,288 53,064

Employees

Average number of employees (FTEs) 728 763 817 931 979

Net revenue 5) per employee (x € 1,000) 95 85 76 68 86

Operating profit per employee (x € 1,000) 13 9 5 5 15

Ratios

Operating profit/revenue 5) 0.14 0.10 0.07 0.07 0.17

Profit for the year/revenue 5) 0.10 0.08 0.06 0.05 0.12

Profit for the year/average shareholders’ equity 3) 0.19 0.15 0.11 0.10 0.33

Current assets/current liabilities 3) 3.77 4.11 3.35 3.69 2.77

Group equity/total assets 3) 0.74 0.77 0.71 0.73 0.66

Per share of € 0.10 (nominal value each in euros)

Profit for the year 1) 0.88 0.64 0.45 0.40 1.21

Cash flow (profit for the year plus depreciation) 1) 0.97 0.76 0.60 0.59 1.42

Dividend 2) 0.64 0.54 0.45 0.40 0.48

Shareholders’ equity 2) 3) 4.73 4.40 4.21 4.06 4.10

Number of ordinary shares outstanding at year end 4) 8,265,444 8,260,481 8,260,481 8,452,927 8,452,927

Average number of ordinary shares outstanding

during the year 4) 8,262,962 8,260,481 8,260,481 8,452,927 8,452,927

1) Based on the average number of ordinary shares.

2) Based on the number of ordinary shares at year end.

3) As from 2003 the figures were calculated based on the issued shares at year end or the average number of shares issued during the year.

4) The 2005 and 2004 figures have been drawn up according to IFRS policies. The years prior to 2004 were drawn up according to Dutch GAAP. The 2005 and 2004 figures

have not been restated due to the application of IFRS (see note 26), therefore all figures are comparable.

5) Revenue includes revenue and other income.

Five-year financial summary


8181

Glossary of terms

ATSC American Television Standards Committee

DECT Digital Enhanced Cordless Telecommunication

DICOM Digital Imaging and Communications in Medicine

DSP Digital Signal Processing

DVB Digital Video Broadcasting

DVD Digital Versatile Disc

EPD Electronic Patient Dossier

FTE Fulltime equivalent

GSM Global System for Mobile Communications

IHE Integrating the Healthcare Enterprice

IMS IP Multimedia System

IP Internet Protocol

LCD Liquid Cristal Display

OV Openbaar Vervoer (Public Transport)

PMC Product Market Combination

UMTS Universal Mobile Telecommunications System

USP Unique Selling Point

VHS Video Home System

VoIP Voice over IP


8282

Notes


ICT Advanced Thinking ICT AUTOMATISERING N.V.

ICT Automatisering N.V. Kopenhagen 92993 LL BarendrechtThe Netherlandst +31 180 - 646000f +31 180 - 646001i www.ict.nle [email protected]

ICT Embedded B.V. & ICT Solutions B.V.Vestigingen:Kopenhagen 92993 LL BarendrechtThe Netherlandst +31 180 - 646000f +31 180 - 646001

Munsterstraat 77418 EV DeventerThe Netherlandst +31 570 - 504800f +31 570 - 504801

Kadijk 79747 AT GroningenThe Netherlandst +31 50 - 8007200f +31 50 - 8007201

Science Park Eindhoven 50065692 EA SONThe Netherlandst +31 40 - 2669100f +31 40 - 2669101

ICT Embedded Software GmbHRote-Kreuz-Straße 885737 IsmaningGermanyt +49 89 99 52 96 79f +49 89 99 52 96 89

Rijnmond Distributie Services B.V. Seattleweg 15 3195 ND RotterdamThe Netherlandst +31 10 - 2992222 f +31 10 - 2992233

Xcc Software AGBahnhofplatz 876137 KarlsruheGermanyt +49 72 19 32 76 0f +49 72 19 32 76 76

InTraffic B.V. Iepenhoeve 11 3438 MR NieuwegeinThe Netherlandst +31 30 - 2653310 f +31 30 - 2653385

Rialtosoft B.V.Luchthavenweg 811445657 EA EindhovenThe Netherlandst +31 40 - 235 00 26f +31 40 - 235 01 55

Annual report 2005


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