Fact Sheet TIE Kinetix NV

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1 Fact Sheet TIE Kinetix NV Version March 2014 Investablish

2 TIE Kinetix NV Date : March 20, 2014 Sector : Software, Information Technology Website : Phone number : Company at a glance TIE enables the seamless connectivity across a network of relationships in supply chains. TIE s front- and back-end solutions serve the purpose to support, optimize and streamline digital exchange of information, along the entire supply chain from end to end. Market Opportunity In The Forrester s Wave TM research report of September 2012, a few relevant market dynamics are described. According to Forrester Research, businesses continue to aggressively invest in commerce technology mainly driven by the growing demand for commerce solutions overall. Two highlights mentioned in this report were that companies investments in ecommerce technology will increase in 2012 and more than half of the companies plan to replatform in the next 24 months. These two outcomes present significant opportunities for TIE as it believes it is well-positioned in the market, since TIE can offer end-to-end software solutions along the supply chain. Investment Highlights After five years TIE has finally transitioned from a company with a license driven business model to one with a SaaS driven business model. In FY 2013 TIE generated Total Revenues of EUR 14.3mln, SaaS revenues were EUR 4.8mln (34%), and License revenues were EUR 1.2mln (8%). The shift towards a predominantly SaaS driven company has many advantages. From an investor s point of view, the recurrent character of revenues makes it possible to better forecast future revenues. In general, SaaS companies are also higher valued compared to non-saas driven companies. Recent Share Price : 6.2 Market Capitalization : 6.99mln Shares Outstanding : 1,127,377 Shares Outstanding (fully diluted) : 1,615,929 Free Float : 52.6% With an average valuation multiple for EV/Revenue of 5.8x in Q3 2012, SaaS companies are valued at least 2.4x times higher than companies without a SaaS driven business model. (source: Q The Software Industry Financial Report, Software Equity Group, LLC) In view of the License to SaaS transition, TIE faced a lot of challenges over the years. With a cash position of EUR 204k per October 1, 2013, TIE s management has managed to overcome liquidity constraints of which the transition also entailed. Regarding the described market dynamics, there have been a large number of mergers and acquisitions in the commerce solutions space over the past years. We expect that the consolidation within this market will continue over the upcoming years, since solution providers are forced to continue to react to the changing dynamics in the industry, especially the overwhelming need for multichannel, multi-touchpoint, agile commerce solutions. In this respect, TIE s strategic direction of the past few years, both commercially and technically, has been in anticipation of the direction of market and the current market dynamics. Reuters : TIEH.AS Bloomberg : TIE:NA ISIN : NL TIE Share at a glance Share price performance : -26% 1yr, -43% 3yr, -30% 5yr Average Bid/Ask spread : 2.3% Daily Trading volume : 806 (average last 3 months) Current ratio : 0.70 Price earnings multiple : -5.7x Share Details FY 2013 Revenue per share : Earnings per share : Cash flow per share : Net Asset Value per Share : 3.85 Year-end share price : Share Turnover : 214,099 Turnover-High : 16,992 Turnover-Low : 1 Operating and Financial Ratio s FY 2013 Revenue : 14.3mln Gross Margin : 84.9% Operating expenses : 83.9% Ebit : -8.5% Net income : -9.0% 1

3 TIE Kinetix NV Mission and Vision TIE s Total Integrated E-Commerce view on the digital world enables TIE Kinetix to develop and offer solutions that allow organizations to eliminate inefficient activities throughout their supply chain. Critical information needs to flow continuously and accurately through the supply chain via a number of channels. By automating and simplifying cumbersome steps in marketing, E- Commerce and back office fulfillment, TIE Kinetix has developed software solutions allowing business to accomplish more with less. Our mantra to the customer is Making Technology performs so you can focus on your business. The Total Integrated E-Commerce solution is a proven technology combining our proprietary solutions for Content Syndication, (Web-Shop) E- Commerce, Supply Chain oriented B2B Integration and Business Intelligence. TIE s mission is to be of added value to the collectivity of participants within the supply chain by optimizing the exchange of information by means of software solutions, in terms of: Speed and Timeliness. Quality and Accuracy. Traffic and Intensity. Reach and Exposure. Analytics and Insights. Strategy TIE transforms the digital supply chain by providing total integrated E- Commerce solutions. These integrated E-Commerce solutions maximize revenue opportunities buy minimizing the energy needed to market, sell, deliver and analyze online. Customers and partners utilizing TIE consistently benefit form innovative, field tested technology and are able to remain focused on their core business. TIE develops cloud and license based solutions, and is backed with over 25 years of proven technology and awards. Company Values TIE has defined how it wants to achieve their goals, main values are: Openness and Honesty. Trust and Togetherness. Competence and Quality. Litigation cases On October 10, 2012 the High Court decided that Samar needs to repay TIE an amount of 250k. However the High Court dismissed six out of seven grievances submitted by TIE. The Company is currently in the process of claiming back the 250k. As the amount has not been recovered yet, the amount has not been recorded as a receivable in the Company s books. Final settlement may be adjusted upwards or downwards in the procedure regarding the assessment of the damages. On September 09, 2013, TIE has learned that the Court in Leeuwarden has has reversed the previous ruling made by the Court in Lelystad, implying that the period of suspension of payments should not have been revoked. On February 6, Samar has issued a damage claim to TIE referring to the decision of the Court in TIE Kinetix has made an initial review of Samar s additional claim amounting to 883, and is of the opinion that the claim is excessive and unfounded. Given TIE Kinetix counterclaims, which include unduly rental provision paid to Samar, TIE Kinetix expects that ultimately an amount will remain due by Samar to TIE Kinetix. Partners TIE s commercial partners are: Sanoma Media, The Online Company, Epicor, Medius, TWZ, Optimizers, TIE s technology partners are, amongst others: IBM, Microsoft, Progress Software, Gothia, Medius. Clients Some of TIE s clients: KPN Revlon Prada Bacardi Sodexo Zippo Epson Chanel City Sports Avaya Quantore Siemens Albert Heijn Clopay Digium Plus Retail Unify (Siemens) T-Mobile Homax Group Peer companies and competitors Demandware Intershop Basware Heiler - Webcollage Recent Headlines FY TIE Kinetix Receives ISO 27001:2013 Certification for Information Security Management TIE Kinetix Launches Smart PDF Connect Convocation Annual General Meeting of Shareholders Interim Management Statement Q1: Integration of TFT and Rebrand of Content Syndication as Demand Generation Solution Update Pending Litigation: Samar issues a damage claim TIE Kinetix moves AGM to end of March TIE Kinetix and Objectif Lune sign worldwide mutual partnership agreement TIE Kinetix announces closing of acquisition Tomorrow Focus Technologies Publication of Voting Results Extraordinary General Meeting November Trading update Q4: Revenue up 14% for the year 2013 and down 4% for the fourth quarter. Impairment loss and one time effects impact net result TIE Kinetix is technology provider in European Union Projects SAM and ALFRED TIE Kinetix Enables Instant Updates and Zero Sales Downtime for Rebranded Unify Partner Channel 2

4 TIE Kinetix NV Achievements of the last few years Facts & Figures es Revenue 2013 breakdown Established new content syndication business in the US. Made the transition to a SaaS company. Established e-commerce business in new markets outside telecom, food retail and office supplies distributor. Sold the low end Integrator EDGE business in the USA. Moved Epicor to SaaS and international markets Asia and EU. In FY2013, the revenue increased by 14%. As of September 30, 2013, The company has a short term debt amounting to EUR 160k and has EUR 204k in cash. In December 2013, the company has successfully acquired Tomorrow Focus Technologies GmbH, a full-service agency for web business performance and a pioneer in the field of user experience. SaaS 34% EU Projects 7% Other 2% License 9% Maintenanc e & Support 20% Reorganized France to a commercial organization with an office in Paris. Finalized the acquisition of Tomorrow Focus Technologies GmbH in Germany. In 2011, consultancy was 21% of total revenue. In 2012, this percentage increased to 24%. In 2013, consultancy was 28% of total revenue. The increment is merely caused by the acquisition of Ascention in October Consultancy 28% Developments in FY2014 and FY 2013 In FY2013 TIE has shown 16% growth in e-commerce and content syndication (year over year). TIE started a major upgrade program for all integration accounts (e-vision 6, SmartStart and SmartBridge). TIE has added third party products to the integration solution to expand value and faster ROI with Medius, portal and free connect. TIE closed of EUR 1.5mln of EU funding for the coming 3 years. TIE launched Smart PDF Connect solution as addition to its suite of Integration Solutions. TIE received, as the first cloud-based E-Commerce solution provider, the ISO 27001:2013 certification for information security management. Summaries of Speeches See the Investor Center for the EGM held in November 2013 and to download our Annual Report Description of key subsidiaries TIE has different offices around the globe to serve the region, the most important regions are: US France The Netherlands Revenue 2013(segment) breakdown CS 9% BI 9% EU & Other 9% EC 16% Integration 57% Research & Development DACH Region Revenue 2013 (area) breakdown TIE s R&D expenses as a percentage of revenue in FY2012 were around 10,8% (or 12,7% of the operating expenses). For many years, TIE has been involved in the development of next generation technologies. TIE is particularly active in the European Commission framework for innovation programs. TIE s R&D has worked in key topical areas such as SaaS, Cloud, Mobile, Semantics, Interoperability in vital technologies. See the appendix for a short description of the subsidiaries Employees Currently TIE has about 170 employees About 37% of all employees is based in the Netherlands. About 21% of all employees is based in the US. About 6% of all employees is based in France. US 36% FR 8% ROW 5% NL 42% About 36% of all employees is based in the DACH area. DACH 9% 3

5 TIE Kinetix NV Competitive Advantage The uniqueness of TIE s software solutions is that it serves and connects business processes across the whole market chain of e-commerce, i.e. online market, sell, deliver and analyze processes. The different software suites also have various competitive advantages on a standalone basis: TIE s Business Integration Suite has one of the fastest ETC engines of the market. In addition, over the 25 years of experience in the field of business integration, TIE has generated a huge knowledge base and expertise in mappings. TIE is therefore able to connect different IT languages in a relatively very short amount of time. TIE s Content Syndication Suite is unique in its kind since it updates are processed real-time from one single source. Moreover, there is no IT required for installation, a link can be embedded in the website to enable the syndication process. TIE s E-Commerce solutions have enhanced commerce capabilities one of the fastest time-to-market of processing updates. In addition to the basic functionalities of a webshop, TIE s e-commerce solution can be seamlessly integrated with other front- and back-end solutions. Integration of multiple TIE solutions create also more flexibility and opportunities within the whole connected e-commerce chain. In October 2012 TIE has acquired ascention, a consultancy and software house in the areas of front-end and data management. With its Business Intelligence solutions, TIE can provide valuable business analytics across the market chain to further enrich TIE s current solutions. In December 2013, TIE has acquired Tomorrow Focus Technoliges GmbH (TFT). TIE adds an organization with front-end design, user experience expertise, and analytics (Google Search and Adobe Analytics). Management Team Management Ownership & Substantial Shareholders 52.6% Annual General Meeting, March 13, 2013 Free Float 52.6% Mr. J. Sundelin 2.7% Rest of the Management or Board 3.8% Alto Imaging Group N.V. 18.9% DW Vastgoed Beleggingen B.V. 12.4% Objectif Lune International Inc. 9.5% The Shareholders Meeting approved all proposals including a Share Consolidation and a Capital Reduction. The exact voting results on all agenda points can be found on the Investor Center in the section Corporate Governance, Annual General Meeting, Voting Results AGM Extraordinary General Meeting, November 28, 2013 The EGM approved all proposals: Appointment of Dr. M. Wolfswinkel as member of the Executive Board Issuance of 194,423 new shares and 388,846 warrants. Each warrant entitles a holder to obtain one TIE Kinetix NV share for 7. The warrants will expire after 10 years. Both the newly issued shares and the warrants have a lock-up of one year. 18.9% 9.5% 3.8% 2.7% 12.4% Acquisition of Tomorrow Focus Technologies GmbH. Company History TIE was founded in 1987 and started as an Electronic Data Interchange (EDI) provider focused on the food and distribution markets within the Netherlands. In 2000 the company performed an Initial Public Offering (IPO) and was listed on the Amsterdam stock exchange as an Internet orientated company. In the same year, TIE introduced Extensible Markup Language (XML) support and was one of the first companies to offer E-invoicing solutions to companies. In 2006, TIE added a front-end marketing solution to complement its back-end business integration solutions through the purchase of Digital Channel (DC). Before customers purchase a product, they orientate themselves based on product- and marketing information. This information should be available at the point of sale, which can be enabled using DC. In 2008, TIE added an e-commerce functionality to the product range. This can be a shop in a shop but also a separate shop. With this, TIE became a 100% e-commerce solutions provider. In 2012, TIE completed two acquisitions. With the acquisition of Light BV, TIE added talent to the Dutch business and strengthened both commercial and development teams in portal related front-end technologies. With ascention, TIE added additional expertise with respect to business intelligence solutions to complete the Total Integrated E- commerce offering. Chief Executive Officer Chief Financial Officer Chief Operational Officer Chief Technical Officer Chief Marketing Officer : Mr. Jan Sundelin : Dr. Michiel Wolfswinkel : Mr. Brian Tervo : Mr. Stuart Campbell : Mr. Patrick van Boom See the appendix for a summary of resumes In 2013, TIE changed the company s name TIE Holding N.V. into TIE Kinetix N.V. In 2013, TIE successfully acquired Tomorrow Focus Technologies GmbH. TFT develops and implements innovative e-commerce strategies. It creates intuitive and highly profitable web portals that deliver outstanding performance, stability and security. As a full-service agency, TFT is a pioneer in the field of user experience. 4

6 Changes in corporate governance in 2013 Appendix Change to the employment relationship management board members The employment relationship between a management board member and a company whose shares, or depositary receipts thereof, are listed on a regulated market will no longer be classed as an employment agreement. The arrangement will be classed as an assignment, as a result whereof the management board members will no longer have the protection provided under employment law, such as compensation in case of dissolution or unfair dismissal. 5

7 Peer Analysis Appendix TIE Demandware Intershop Basware Stock Information shareprice 6.20 $ week low 5.10 $ week high 8.40 $ # stocks outstanding 1.1 mln 35.4mln 30.2mln 12.9mln daily tradingvolume 1k 367k 52k 59.1k free float 52.6% 88.8% 65.0% 70.4% market cap 6.99mln $ 2,680mln 51.9mln 518.8mln Valuation Marketcap / revenue 0.5x 25.8x 1.0x 2.3x P / E x Financial Results 2013 revenue 14.3mln $ 79.5mln 53.6mln 123.3mln gross margin 84.9% 73.0% 35.2% 92.2% ebit margin (8.5)% (20.0%) (6)% 2.1% net profit margin (9.0)% (20.1%) (6.2)% 2.1% revenue per employee 83.6k $ 270.7k 100.1k 83.0k ebit per employee (7.1)k $ (54,3k) (6.0)k 2.24k net income per employee (7.5)k $ (54.5k) (6.2)k 1.8k 6

8 TIE s Subsidiaries & Offices Appendix TIE has multiple offices over the world. Below the most important offices are listed, with the number of employees and the main activities described: TIE ascention Austria, Switzerland, Germany # of employees : 8 FTE s Activity : TIE ascention is a subsidiary of TIE Kinetix and is responsible for bringing all TIE Kinetix solutions to the DACH region, as well as globally supporting the suite of Business Intelligence solutions. TIE TFT Germany (Munich) # of employees : 40 FTE s Activity : TIE TFT stands for the development and the implementation of innovative e- commerce, content management concepts. It develops and maintains intuitive and successful web portals that meet the highest standards of performance, stability and security. TIE Asia-Pacific Ltd. Australia # of employees : 1 FTE Activities : This location has 1 resource and is responsible for supporting and cultivating the market in the Asia-Pacific region.. TIE UK United Kingdom TIE Commerce Inc US (St. Paul) # of employees : 11 FTE Activity TIE Commerce Inc US (Boston) # of employees : 24 FTE Activity TIE France SAS France # of employees : 10 FTE Activity : The St. Paul office manages development and support of the Business Integration side of the business for both domestic and international customers. This location has XX employees and is currently growing. : The Burlington office drives global development and support for the suite of Content Syndication solutions. This location is also responsible for driving all solutions throughout the North American market with sales and marketing. : The Montpellier office is responsible for cultivating all TIE Kinetix solutions in the French marketplace. Their team includes a sales force as well as support representatives for local Business Integration customers. They also have a representative in Paris. # of employees : 1 FTE Activities : This location has 1 resource and is responsible for supporting and cultivating the market in the United Kingdom. TIE Kinetix NV - The Netherlands (Breukelen) # of employees : 62 FTE Activities : Headquarters Administration office (Legal, HRM) TIE s Management BI Research & Development team BI Sales team Research & Development and Sales team for TIE s e-commerce suite. TIE light activities, portal development and sales and marketing of TIE Light solutions. In financial year 2013 TIE merges all three Dutch offices into one new headquarters located in Breukelen, Utrecht. It houses sales and marketing for all solution areas within the European marketplace. It also holds development and support teams for E-Commerce, Business Integration and Innovation. By bringing all employees together, all Dutch employees will be able to work more closely together, save on travelling between the offices and truly become one totally integrated team. 7

9 TIE Organization Chart Appendix Chief Executive Officer Chief Financial Officer Jan Sundelin Michiel Wolfswinkel Country Units Chief Operations Officer Brian Tervo Chief Marketing Officer Patrick van Boom Chief Technical Officer Stuart Campbell The Netherlands North America VP Operations NA Jeanne Hentges Director of EU Operations Mark Wolffenbuttel Global Programs DACH France Director of IT Jeffrey Carpenter VP Global Projects Eric Hutchinson Product Management Kinetix Solution Team EU Project Team UK International Australia 8

10 TIE s Management Team Appendix Jan Sundelin Chief Executive Officer Jan Sundelin brings 15 years of sales and marketing experience to TIE. Most recently, he served as CEO and president of TallyGenicom EMEA, where he was responsible for more than USD 170 million in U.S. revenue. He helped the organization return to profitability by rationalizing operations and restructuring their sales channels, and was responsible for sales and marketing in more than 60 countries. Previously, Jan served as senior vice president of strategic planning and global sales and marketing for Minolta-QMS Mobile, a company he joined in 1989 as a sales manager and later served as EMEA president. During his tenure as senior vice president of global sales and marketing, Jan was instrumental in increasing worldwide sales from USD 250 million to USD 300 million. Michiel Wolfswinkel Chief Financial Officer Michiel Wolfswinkel studied business economics at the Erasmus University in Rotterdam and obtained his PhD in Corporate Finance/Financial Management. After graduating in 1989, Michael worked for Coopers & Lybrand, where he advised companies and multinationals in the field of international fiscal planning and structuring. His corporate career includes various financial management positions at AT&T/Unisource, MatrixOne and Eneco. His last position was CFO and member of the Board of Qurius NV. At Qurius he was responsible for business improvement programs and a various tasks in financial management, capital markets/investor relations, mergers and acquisitions, banking relations and regulatory affairs. Michael is affliated to the Rotterdam School of Management, Erasmus University. Brian Tervo - Chief Operational Officer As President and Chief Executive officer of TIE Kinetix North American Operations, Brian Tervo brings more than 15 years of business leadership and operational experience in strategic areas including business development, strategic partnerships, reseller relations, product sales, and mergers & acquisitions for both start-up and established software and managed service companies. Since joining the company in March of 1998, Brian has proven success in building high-performance teams, integrating organizational silos and positively changing company culture and achieving corporate goals across all functions in TIE s worldwide operations. Patrick van Boom Chief Marketing Officer As Vice President of Worldwide Marketing, Patrick van Boom brings more than 20 years of management experience in large corporations and start-ups in areas including corporate strategy, change management, new business development, strategic marketing, channel marketing, product development and information technology. Patrick joined the company as one of the founders of Digital Channel, when this company was acquired by TIE Kinetix in Before relocating with his family from Europe to join the US organization, Patrick has proven success for the company in global and EMEA positions in general management, marketing, sales, operations and product development. Stuart Campbell - Chief Technology Officer Before joining TIE in January 2001, Stuart worked as the Solutions Director for CMASS/Vintura where he managed diverse ebusiness projects. As Chief Technology Officer for TIE Kinetix since 2001, Stuart manages TIE's software and services development activity and TIE's Research activities. These have included major European Commission funded projects (e.g. STASIS, SEAMLESS, SEEMseed) which serve to help fund TIE's cutting-edge research and benefit Europe through multi-parter consortiums. Through Stuart, TIE is also Chair of the ICT SME committee and SME partner of the NESSI European Technology Platform Software and Services initiative which is promoting Service Orientated Architectures (SOA) in Europe. 9

11 Disclaimer The information contained in this document has not been independently verified and no representation or warranty expressed or implied is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of this information or opinions contained herein. Certain statements contained in this document may be statements of future expectations and other forward looking statements that are based on management s current view and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. None of TIE Kinetix NV or any of its affiliates, advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this document or its content or otherwise arising in connection with this document. This document does not constitute an offer or invitation to purchase or subscribe for any shares and neither it nor any part of it shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. Contact Information Chief Executive Officer Mr. Jan Sundelin T: E: Chief Financial Officer Dr. Michiel Wolfswinkel T: E: Investor Relations Dr. Bob Out T: E: 2014 TIE Kinetix NV All rights reserved. No part of this report may be reproduced, stored in a retrieval system, or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of TIE Kinetix NV. Models, survey data, techniques and tools, including software, used in performance of the assignment or included in the advice or survey results shall remain the property of TIE Kinetix NV. 10

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