General Shareholders Meeting

Transcription

1 General Shareholders Meeting Opening and announcements Executive Board report on the financial year 2006 Annual accounts 2006 Chairman: Mr. J. van Rijt Secretary: Mrs. E. Blommestein 27 April 2007 Discharge of the members of the Executive Board Discharge of the members of the Supervisory Board Appointment of the auditor Appointment of the Supervisory Board Remuneration policy Corporate Governance Authorisation of the Executive Board to obtain own shares Any other business and closing of the meeting 1)

2 General Shareholders Meeting Opening and announcements Executive Board report on the financial year 2006 Annual accounts 2006 Discharge of the members of the Executive Board Discharge of the members of the Supervisory Board Appointment of the auditor Appointment of the Supervisory Board Remuneration policy Corporate Governance Authorisation of the Executive Board to obtain own shares Any other business and closing of the meeting 2)

3 Qurius N.V. profile Design, realisation and systems management of business solutions and IT infrastructures Europe s leading provider/implementer of Microsoft Dynamics AX & NAV Clear industry focus 725 staff members, 20 offices/9 countries Headquartered in the Netherlands local and international customers Business partner & reseller of Infor/SSA (ERP) Worldwide presence through the FAQT Group and the Global Alliance Belgium Danmark Germany Italy The Netherlands Norway UK Spain Sweden 3)

4 Qurius business lines Qurius business lines Activities Qurius Advanced Solutions Business intelligence Customer relationship management Custom.NET software development Portals & integration Qurius Business Solutions Implementation of Microsoft Dynamics AX and NAV based integrated industry solutions Development Sales Qurius Infrastructure Solutions Infrastructure solutions for core applications Information Worker solutions Mobility Qurius Managed Services Hosting services Managed advanced solutions Managed business solutions Managed infrastructures Service desk & service level agreements Qurius Learning Solutions Customer learning solutions Partner learning solutions 4)

5 Developments in 2006 Revenue increase of 24% to 41.9 million euro EBIT increase of 52% to 4.7 million euro Name change to Qurius in line with chosen strategy Launch of fourth business line Qurius Managed Services Sale of Magnus Management Consultants and withdrawal of Willem Hulshof from the Executive Board 9 Microsoft Gold Partner certifications Microsoft Inner Circle member for 2 nd consecutive year Merger with Watermark in December 2006 Fifth business line Qurius Learning Solutions Belgium Danmark Germany Italy The Netherlands Norway UK Spain Sweden 5)

6 Qurius key figures 2006 in euro x 1, in euro x 1,000 Results Revenue 41,859 33,855 EBITDA 5,150 4,234 EBIT 4,675 2,705 Net profit 3,201 1,720 Net profit per share )

7 Qurius key figures 2006 in euro x 1, in euro x 1,000 Capital base Total assets 87,767 22,246 Shareholders equity 33,483 11,348 Solvancy 38% 51% Current ratio )

8 Key figures per business line Magnus Qurius BS Qurius AS Qurius IS Total Net sales to 3 rd parties 3,207 24,913 4,995 8,744 41,859 Added value 3,120 19,279 3,430 2,983 28,897 EBIT 384 3, ,675 EBIT as % of net sales EBIT as % of added value Net profit before taxation 4,442 Taxation -1,241 Net profit after taxation 3,201 8

9 Key figures per business line Magnus Qurius BS Qurius AS Qurius IS Holding Watermark Total Employees Year-end Average added value per person (k euro) Revenue growth -47% 77% 69% 64% 52% Personnel growth - +10% +24% +30% +10% 9

10 Governance structure Qurius N.V. Supervisory Board Jan van Rijt Fred Geerts Lucas Brentjes Erik Westerink (t.b.d.) Executive Board Fred Hermans Mark van Kemenade Tom Stolk Fran van der Woude Corporate governance, investor relations, finance, IT and Qurius Belgium Fred Hermans Mergers & acquisitions and Microsoft alliance Mark van Kemenade International operations (except for Belgium) & corporate marketing & Qurius Learning Tom Stolk Qurius Netherlands & corporate delivery Frank van der Woude 10

11 Ambitions Become the European full-service organisation of choice for Microsoft technology Become the leading partner in countries where we are present Become the leading partner in chosen verticals/industries A pan-european offering of Microsoft business solutions & services 11

12 Ambitions transformed in Mid-term Objectives M revenue in 2010, mainly through acquisitions 75% of revenue Value Add Target EBIT%: 12% of Value Ad 12

13 Implementation Strategy 2007 to 2009: Build & Buy Build = Autonomous growth to reach critical mass in European countries / business lines / verticals Buy = Acquisition of IT-organisation with a similar vision on markets, customers and solutions with right strategic and cultural fit With a positive cash flow which immediately add profit per share needing regional critical mass too ( consolidator ) 13

14 Objectives 2007 Integration of Watermark; synchronisation of proposition, processes and systems, starting in the Netherlands Gradually conversion to the Qurius label of the Watermark subsidiaries Organic growth of all five business lines in the Netherlands, as well as the acquisitive expansion of Qurius Advanced Solutions Acquisitive reinforcement of several European subsidiaries Initiate the roll-out of Qurius Advanced Solutions, Qurius Learning Solutions, Qurius Infrastructure Solutions and Qurius Managed Services to other Qurius countries in Europe 14

15 General Shareholders Meeting Opening and announcements Executive Board report on the financial year 2006 Annual accounts 2006 Discharge of the members of the Executive Board Discharge of the members of the Supervisory Board Appointment of the auditor Appointment of the Supervisory Board Remuneration policy Corporate Governance Authorisation of the Executive Board to obtain own shares Any other business and closing of the meeting 15)

16 Annual account 2006 Proposal to approve the 2006 financial accounts as stated on pages 39 to 70 of the annual report Opinion of the external auditor Mr. Edwin Schrijver of BDO CampsObers Audit & Assurance B.V. will state his opinion on the trueness and fairness of Qurius financial statements 16)

17 Annual account 2006 Reserves and dividend policy For now funds are needed to execute acquisition-strategy Dividend payments are not foreseen for the years Dividend proposal In 2006 Qurius net profit increase to 3.2 million euro. The Executive Board proposes to add the full net profit to the other reserves. 17)

18 General Shareholders Meeting Opening and announcements Executive Board report on the financial year 2006 Annual accounts 2006 Discharge of the members of the Executive Board Discharge of the members of the Supervisory Board Appointment of the auditor Appointment of the Supervisory Board Remuneration policy Corporate Governance Authorisation of the Executive Board to obtain own shares Any other business and closing of the meeting 18)

19 Discharge of the members of the Executive Board It is proposed to discharge the members of the Executive Board in respect of their management during the past financial year, as described in the 2006 annual report and the information provided 19)

20 General Shareholders Meeting Opening and announcements Executive Board report on the financial year 2006 Annual accounts 2006 Discharge of the members of the Executive Board Discharge of the members of the Supervisory Board Appointment of the auditor Appointment of the Supervisory Board Remuneration policy Corporate Governance Authorisation of the Executive Board to obtain own shares Any other business and closing of the meeting 20)

21 Discharge of the members of the Supervisory Board It is proposed to discharge the members of the Supervisory Board in respect of their supervision, as described in the 2006 annual report and the information provided 21)

22 General Shareholders Meeting Opening and announcements Executive Board report on the financial year 2006 Annual accounts 2006 Discharge of the members of the Executive Board Discharge of the members of the Supervisory Board Appointment of the auditor Appointment of the Supervisory Board Remuneration policy Corporate Governance Authorisation of the Executive Board to obtain own shares Any other business and closing of the meeting 22)

23 Appointment of the auditor With reference to article 35.2 of the Articles of Association and article 393, 3, Book 2 of the Netherlands Civil Code, the General Meeting of Shareholders is requested to reappoint BDO CampsObers Audit & Assurance B.V. as external auditor for 2007 and to audit the 2007 financial statements, report to the Executive Board and the Supervisory Board about this audit and to state an opinion on the fairness of the financial statements. 23)

24 General Shareholders Meeting Opening and announcements Executive Board report on the financial year 2006 Annual accounts 2006 Chairman: Mr. J. van Rijt Secretary: Mrs. E. Blommestein 27 April 2007 Discharge of the members of the Executive Board Discharge of the members of the Supervisory Board Appointment of the auditor Appointment of the Supervisory Board Remuneration policy Corporate Governance Authorisation of the Executive Board to obtain own shares Any other business and closing of the meeting 24)

25 Appointment of the Supervisory Board The Supervisory Board proposes that Mr. Erik Westerink be appointed as new member of the Supervisory Board, on the understanding that this appointment will end on the day of the annual General Meeting of Shareholders to be held in the fourth year after the year of appointment. This proposal is binding. 25)

26 General Shareholders Meeting Opening and announcements Executive Board report on the financial year 2006 Annual accounts 2006 Discharge of the members of the Executive Board Discharge of the members of the Supervisory Board Appointment of the auditor Appointment of the Supervisory Board Remuneration policy Corporate Governance Authorisation of the Executive Board to obtain own shares Any other business and closing of the meeting 26)

27 Remuneration policy In compliance with the Dutch corporate governance code the remuneration policy is to be presented and approved by the General Shareholders Meeting Applicable to the Executive Board Remuneration is determined by the Supervisory Board Will continue be an agenda item of the Supervisory Board due to the merger with Watermark In 2007 in view of the international operations it will be reviewed 27)

28 Remuneration policy Executive Board Basic salary (fixed) Fixed annual amount 180k-200k Differentiation is based on the scope of responsibilities Short-term variable income: related to the performance of the own area of responsibility Determined on the performance of the area of responsibility Absolute value of the EBIT Other measurable criteria such as turnover of labour and customer satisfaction Amounts up to 30% of the basic salary On target performance: 15% of the basic salary Overachievement: max 30% of the basic salary Long-term incentive (LTI) program: related to the overall result of the company to stimulate co operation between business lines, profit centres and countries 28)

29 Remuneration policy Executive Board Long-term incentive (LTI): Based on the long-term value increase of the company Amounts up to 35% of the basic salary Granting the LTI is related to the degree of creating shareholder value and is based on profit (increase) per share The LTI is paid after 3 years, provided the manager is still employed by Qurius The Supervisory Board in consultation with the Executive Board determines the participants LTI-dotation is proposed by the Executive Board and approved by the Supervisory Board LTI is based on: The profit increase per share (after LTI-dotation) The absolute and relative value of the EBIT in respect to the added value 29)

30 Remuneration policy The Supervisory Board proposes to approve the presented remuneration policy In 2007 in view of the international operations it will be reviewed 30)

31 General Shareholders Meeting Opening and announcements Executive Board report on the financial year 2006 Annual accounts 2006 Discharge of the members of the Executive Board Discharge of the members of the Supervisory Board Appointment of the auditor Appointment of the Supervisory Board Remuneration policy Corporate Governance Authorisation of the Executive Board to obtain own shares Any other business and closing of the meeting 31)

32 Corporate Governance The corporate governance report can be found on pages 35 to 37 of the annual report Modifications in 2006: In compliance with the Dutch corporate governance code: Best practice provision II.2.9: Remuneration policy and report by the Supervisory Board Best practice provision II.2.13: Remuneration report Qurius Executive Board 32)

33 Corporate Governance Modifications 2006: Best practice provision III.2.2 en III.2.3: Independence of Supervisory Board members Mr. van Rijt is considered independent, since his shareholding at the end of 2006 was 2.8% and previously he did not have any operational responsibilities within Qurius Mr. Westerink can not be considered independent as described in best practice provisions III.2.2 and III.2.3 The Supervisory Board as a whole complies with best practice provision III.2.1 because its members, with the exception of one, are independent It is proposed to approve the modifications 33)

34 General Shareholders Meeting Opening and announcements Executive Board report on the financial year 2006 Annual accounts 2006 Discharge of the members of the Executive Board Discharge of the members of the Supervisory Board Appointment of the auditor Appointment of the Supervisory Board Remuneration policy Corporate Governance Authorisation of the Executive Board to obtain own shares Any other business and closing of the meeting 34)

35 Authorisation of the Executive Board to obtain own shares Extension of the authorisation of the Executive Board to purchase own shares At the General Shareholders Meeting of 21 April 2006, the Executive Board was authorised to purchase shares covering a period of 18 months. It was decided to authorise the Executive Board to purchase ordinary shares to a maximum of 10% of the issued stock for a price at maximum 10% below or above the current market price. Proposal: Extension of this authorisation covering a period of 18 months, therefore until 28 October The authorisation also relates to the receipt of shares as a result of earn-out arrangements that were agreed with acquisitions. 35)

36 General Shareholders Meeting Opening and announcements Executive Board report on the financial year 2006 Annual accounts 2006 Discharge of the members of the Executive Board Discharge of the members of the Supervisory Board Appointment of the auditor Appointment of the Supervisory Board Remuneration policy Corporate Governance Authorisation of the Executive Board to obtain own shares Any other business and closing of the meeting 36)