NRB Group groeide de voorbije vijf jaar uit tot een belangrijke ICT-dienstverlener in België, met een geconsolideerde omzet van 222 miljoen euro (+ 7% tegenover 2013). Een resem overnames speelde daarin een belangrijke rol. CEO Ulrich Penzkofer licht toe welke rol hij daar ziet voor zijn finance en voor zijn hr-team.

1. ACQUISITIONS: RISKS & OPPORTUNITIES
1+1=?
BMW Bornem, 28th of January 2016
ULRICH PENZKOFER
CEO, The NRB Group

2. AGENDA
1. The NRB Group: a history of acquisitions
2. Success factors in an acquisition
3. Example: Acquisition of Trasys by NRB
4. The role of the CFO and the CHRO
5. Conclusion: lessons learned

3. BIOGRAPHY
1988 – 1996 New York, USA
Corporate Banking with focus on M&A
1997 – 2003 Siemens AG
Director Mergers & Acquisitions – Division IT
2003 – 2011 Siemens It Solutions and Services
Operational Management
2006 – 2011 Siemens It Solutions and Services
CEO of the Organization in BeLux
2012 – Today The NRB Group
CEO
Since then 4 acquisitions for The NRB Group
ULRICH PENZKOFER
CEO, The NRB Group

4. Who we are
THE NRB GROUP:
A HISTORY OF ACQUISITIONS

5. TECHNOLOGY IS AT THE SAME TIME FEARED AND CONSIDERED AS MANDATORY BY INDUSTRY LEADERS
SOURCE: IBM Global C-suite 2015
… but they also see it as a way to create value
Leaders consider technology as a threat changing the rules of
the game …
Two types of disruptors transform the competitive landscape
• Digital giants (e.g., Google, Amazon, Apple, etc.)
• New entrants (e.g., digital start-ups)
The majority of leaders see technology as a way to create value
Factors changing the rules
%
Usage of technology
%
48
51
55
71
72
Macroeconomy
Technology
Market trends
Regulations
Skills 62
67
68
75
81
Make distribution of
Products more cost
effective
Release cheaper products
Or services
Improve sales and
marketing effectiveness
Build stronger customer
relations
Develop better products
and services
1 Based on an analysis (Watson Analytics) of more than 7,600 open comments

6. 9 TRENDS THAT WILL SIGNIFICANTLY INFLUENCE THE IT MARKET IN THE FUTURE
USER EXPERIENCE
INTERNET OF THINGS
CLOUD COMPUTING
DIGITAL TRANSFORMATION
NEW MODELS
MOBILE TECHNOLOGIES
BIG DATA & ADVANCED
ANALYTICS
COST REDUCTION
SECURITY
• Rise of new interfaces enabling a more intuitive usage of IT systems.
• Connecting things/products equiped with sensors to a network enables the automation of digital processes and
the creation of new services.
• Revolution in the delivery models: infrastructure and applications in the “cloud”
 Less projects and on site (customer) implementations
 New delivery models for NRB
• Customer relations and back office processes are getting digitalized and automated to improve efficiency,
optimize costs and increase customer satisfaction.
• Rise of agile, lean and DevOps methodologies to accelerate time-to-market, cost effectiveness and quality of
services.
• The strong increase of the mobile computing power, the storage and the bandwidth drives new services and
reduced costs for employees and customers.
• The need for unstructured data processing and visualizing tools is increasing as their volume is growing.
• Customers put the pressure on prices as on service levels
• IT services providers standardize and automate their processes, and increase offshoring to reach economies of
scale.
• The needs in terms of security are increasing as the cloud is growing.
Trends
SOURCE: NRB, team analysis

7. THE NRB GROUP IS THE 2ND PLAYER ON THE BELGIAN ICT MARKET
Revenus of the IT providers on the Belgian market (excluding support services)
SOURCE: IT services report Gartner Q2 2015
230
154
152
134
132
128
120
74
440IBM
Others
PwC
HP
cegeka
NRB 3052
Fujitsu
Deloitte
175
Accenture
3,162
2253
Xerox
Revenus IT services1, mEUR, 2014
9%
6%
4%
3%
3%
3%
3%
3%
3%
2%
62%
Market share in %Local actors
1 Does not include support services; includes consulting, IT ’outsourcing IT, ’implementation, and BPO; 2 Revenues of 2014, adding 74 mEUR generated by Trasys in 2015; 3 Excluding Atos
Worldline
ESTIMATIONS

8. The technology landscape is changing fast and is reshaping many industries at a pace that has never been seen before.
Companies and public organisations need to innovate faster, to be more efficient, more agile, more customer-centric and to
ensure their continuity and security. At NRB, we aim to support our customers in the running, the optimisation and the
transformation of their business by offering a complete range of ICT services and solutions.
CONSULTANCY
We help you imagine and
design the future of your
business.
SOFTWARE
We implement or develop the
software solutions that fit your
needs.
INFRASTRUCTURE
We operate and maintain your
ICT infrastructure.
MANAGED STAFFING
Whatever resource you need,
we have it or we will find it.
HOW WE HELP OUR CUSTOMERS

9. EBIT 7 % +
FTE
Turnover 2015
FINANCE & INSURANCE
PUBLIC & SOCIAL
UTILITIES
INDUSTRY
148
25 M€
38
3,5 M€
16
2,5 M€
HEALTH CARE
38
4,2 M€
MOBILE & WEB
180
23,5 M€
177
26,4 M€ 4,7 M€
PUBLIC & SOCIAL LOCAL
20538
147 M€
Collaborators (FTE) 1167 1155 ~2000*
Turnover (in m€) 222 222 309
2014 2015 2016
* Free lance included
Acquisition of Trasys in 2015 :
• 72,8 m€ turnover
• 700 collaborators (incl. freelance)
THE NUMBER 1 BELGIAN IT SERVICES PROVIDER IN BELGIUM

10. Deep analysis of market trends
Historic vertical focus: Insurance, Public Sector & Utilities
New segments: Industry
Access to Flanders
Strenghtening of sales
New business model
Performance management
Training (including middle management)
HR process (including classification)
Communication
THE TRANSFORMATION OF NRB
ISO 9001
ISO 27001 certification journey
Improvement of processes (KPI)
Outsourcing Mainframe & Distributed Systems
Cloud computing
Mainframe Applications
SAP & BI
Digital Transformation
COMPETITIVENESS
GROWTH
PROFITABILITY
EMPLOYMENT
PROCESSES
PORTFOLIOTEAMS
CUSTOMERS
ORGANIC AND EXTERNAL GROWTH

11. THE NRB GROUP: A HISTORY OF 5 ACQUISITIONS
SOURCE: NRB
Date of acquisition
Participation, %
Electronic Patient
Records for Wallonia
/ Brussel &
references PACS in
France
2011
Complete
Software
Solutions for the
hospitals in
Belgium
2014
Electronic Patient
Record mainly in
Wallonia
2014
2011
Mobile & Web
Development
2013
Staffing, Software
Development &
Consulting in
Belgium,
Luxembourg &
International
organisations
2015
Infrastructure &
software solutions
for the local public
sector in Flanders
2010
Provider of
infrastructure and
software services in
Belgium
51% 55% 75.1% 100%
100% 100%
2010 2010 2010
Software solutions
for the local public
sector in Flanders
Infrastructure &
software solutions
for the local public
sector in Brussels &
Wallonia

12. 138.7
133.7 126.5 131.4
146.7
148.0
210.0
225.0
2010 2011 2012 2013 2014 2015 2016 2017
(in million euro)
HORIZON 2017: CONTINUED GROWTH
185.5
181.9
196.8
207.9
222.3
240.0
300.0
315.0
2010 2011 2012 2013 2014 2015 2016 2017
Without affliliates Consolidated
2010 – 2013 : NRB + GI + GIEI

13. AND WHY THEY CHOSE NRB
NEW DEALS
• Strong references and excellent reputation of NRB in terms of quality
D’Ieteren (Automotive)
10 m€
IT outsourcing
• Preference for a Belgian partner
• Technical expertise (data migration)
• Professionalism and time invesment in answering technical questions
• Enthousiasm of the teams
SDWorx (Social)
12 m€
IT outsourcing
• Important improvement in performance and quality last two years
• Flexibility: fast answer to the demand for a B plan, only in a few days
• Quality of analysis and skills of the engineers
• Reliability: back to a stable situation allowing to reactivate their business
• At any moment, professionalism of NRB, even after the announcement of the loss of the contract
EDF Luminus (Utilities)
15 m€
IT outsourcing
• Mastering the Mainframe environment
• Quality of solutions and proposed methodologies (real time integration mainframe-ExaData)
Sibelga (Utilities)
3 m€
Bus. Intelligence
• Mastering the Mainframe environment
• Quality of solutions and proposed methodologies
• Ability to deliver on time, quality
• Partnership and transparency
UNMS (Social)
2 m€
Mainframe
Applications

14. NEW DEALS (2/2)
• Total Petrochemical
• ISS Facility services (catering, cleaning…)
• Euronics Retail (Selexion)
• VCST Automotive
• Cassidian (ex EADS) Aerospace
• Sabca Aerospace
• UCM Social
• SPF/FOD Finances/Financieen Public Sector
OTHER NEW
IMPORTANT
CUSTOMERS

15. Who we are
SUCCESS FACTORS IN AN ACQUISITION

16. FINANCIAL EVALUATIONSTRATEGIC FIT TRANSACTION INTEGRATION
Will the additional portfolio and
customer access really
strengthen the company?
Cultural fit: will the two
companies and their employees
be able to collaborate
effectively?
Is the business plan of the
target realistic?
Are growth and cost synergies
realistic?
Is the purchase price justifiable
based on a combined business
plan?
Which transaction would be the
most beneficial to preserve and
enhance value?
Full acquisition, joint venture,
earn out, reversed merger, etc.
Quality of key management at
take over target and acquirer
Thorough integration planning
with a dedicated integration
manager
Time management: thorough
but efficient
Communication and
information sharing versus
secrecy and risk management

17. Who we are
EXAMPLE: THE ACQUISITION OF

18. STRATEGY

19. KEY TOPICS
Market Access
Customer Access for Cross Selling
Portfolio to strengthen the offering
Delivery Capabilities
Competences and Talents on all levels
Credibility
Critical Mass

20. BEFORE ANALYSING THE STRATEGIC FIT
WITH A TARGET:
• Define the Vision of your own company
• Establish a honest SWOT Analysis
• Align yourself with the shareholders

21. OPPORTUNITIES THREATS
STRENGHTS WEAKNESSES
SOURCE: NRB
• Stable long term contrats
• Strong competences in ’hybrid cloud’
• “end-to-end” Portfolio
• One-stop-shop - synergies & opportunites for
cross selling
• Qualified Management team
• Geographical proximity with current customers
• Limited size compared to international
competitors (also in terms of R&D budgets)
• Weakness in Vertical Solutions and Consulting
• No Offshore
• Limited renown in Flanders
• Development in Hybrid cloud, Big data, Security
and Web & mobile
• Growth in Flanders
• Well targetted international growth
• Social climate & contexte in Wallonia
• Continuous price pressure on the majority of
services
• Constant technological changes
• Security failures
• “War for talent”
SWOT FOR NRB

22. HISTORY
• established in 1981 to cluster a number of IT départements of Tractebel
• management buy-out (MBO) in 2006
KEY FIGURES
• turnover 74 m€
• EBIT 4 m€ (5,4 % of turnover)
• collaborators 668 p (448 FTE & 220 freelances)
IN GENERAL
PORTFOLIO OF SERVICES:
• 90 % of revenues in SW Development, Vertical Solutions, Consulting and Staffing
GEOGRAPHY:
• 80 % of revenues in Belgium and Luxembourg, based in Hoeilaert
ACTIVITIES
WHO WAS ?

23. • Portfolio: Strengthening of our solutions & software offer
• Market access: Access to the EU market & other crustomers
• Delivery capabilities: Near-shoring
• Competences: Wider competence basis  lever for innovation, business expertise & quality
• Critical mass: Strengthening of our position on our core markets, access to new markets &
geographical extension outside Belgium
RATIONALE FOR THE ACQUISITION

24. FINANCIAL EVALUATION

25. FINANCIAL ANALYSIS & DUE DILIGENCE
• Understand historic figures of the target in detail (Due Diligence)
• Challenge all assumptions for the Business Plan
• Be honest on the synergy potential
• Walk away if the price is too high

26. FIRST IDENTIFIED SYNERGIES
SALES
• Cross-selling
• Outsourcing services (cloud, datacentre…) to Trasys
customers
• Solution & service sourcing to NRB customers
• Joint deployment of Smart cities & big data solutions
• Access to banking sector in Luxembourg (e.g.for Mainframe
services) through PSF certification
• Wide network of external profiles
• …
COSTS
• Purchasing centralisation & possible higher rebates
• Investments in IT infrastructure
• Optimisation of buildings
• Overhead optimization
• Centralisation helpdesks
• Leverage Nearshore Java & .net
• …

27. TRANSACTION

28. BEST POSSIBLE TRANSACTION TO
MAINTAIN AND CREATE VALUE
• 100 % Acquisition
• Partial Acquisition with Put / Call and Earn Out
• Joint Venture
• Reversed Merger
KEEP IT SIMPLE – WITH CLEAR GOVERNANCE

29. INTEGRATION

30. INTEGRATION
THE PROCESS

31. NRB & TRASYS HAVE SIMILAR BUSINESS MODELS
Verticals
on different market segments
SALES
Service lines optimising different kinds of
IT (projects or operations)
DELIVERY
CORPORATE
CENTRAL
FUNCTIONS
• New orders
• Revenue
• Margin
• Improve quality & costs
• Volume & margin
• Support Sales & Delivery
organisations

32. SALES
International
Organisations
Financial Services Industry Public
Sector &
Social
Ethias Energy & Utilities
Central Proposal & Sales Support
DELIVERY
Solutions
Cross Functional Services
Infrastructure Services
CENTRAL FUNCTIONS
Finance
HR & Change
Management
Quality &
Risk Management
Partner ManagementInnovation,
Marketing & Ext. Com.
Strategy &
Corporate Affairs
Managed Staffing
HIGH LEVEL BUSINESS MODEL

33. INTEGRATION
THE APPROACH

34. THE OBJECTIVE
Integrate all activities of the Trasys Group with
NRB SA to become the Nr 1 provider of IT
services & solutions in the Belux

35. WHAT IT IS WHAT IT IS NOT
COLLABORATION
Set up joint teams that work together on the proposed
solutions for the joint company
 An Integration Team staffed by both companies
Imperialistic behaviour
of the one on the other
BEST-OF-BOTH
WORLDS
Take advantage of the differences and best practices of both
companies
 Rational approach and decision making prepared by the
Integration Team
One-way street of ways
of working
OPERATIONAL
INTEGRATION
Establish one combined operating model for the joint company
apart from legal structures
 Trasys operationally integrated in NRB
Leaving all to coexist
in separate organisations
BUSINESS
DRIVEN
Decide and prioritise based on revenue and/or cost impact, i.e.
profit
 Synergies identified and captured asap
1 + 1 = 2
BASIC PRINCIPLES

36. GOVERNANCE
STEERCO
• Define overall strategy
• Set principles top down (business model and governance)
• Set targets for synergies (revenues and costs)
• Decide on key issues and needed alignments
INTEGRATION
PROGRAM OFFICE • Setup and manage overall integration plan / roadmap
• Coach and monitor working groups
• Progress report every two weeks to the SteerCo with a focus on key issues that need
to be decided
• Manage specific transversal topics
• Ensure coherence with business model & compliance with strategy
• Drive crossworking group synergies
• Coordination of internal & external communication
WORKING GROUPS
• Diagnose “as is” organisations, strategies, …
• Design “to be” and develop implementation plan incl. synergies
• Progress report every two weeks to the Integration Program Office
• Suggestions for improvement
• Implement (post closing)
(IPO)

37. 18 WORKING GROUPS
• SALES 6 working groups
• DELIVERY 4 working groups
• CENTRAL FUNCTIONS 8 working groups
FOR EACH WORKING GROUP:
• 1 leader of each company
• 1 sponsor of each company
• 1 coach IPO
• Responsible for the module
• Set up the team (and sub working groups)
• Manage the team in order to produce the expected results
• Executive for facilitation in their own organisation and, if necessary,
for bringing issues onto the agenda of the Steerco
• Overviews the work of the track
• Ensure coherency between tracks
• Ensure that propositions are in line with the overall strategy and top
down principles
• Bringing issues onto the agenda of the Steerco as necessary

38. WORKING GROUPS
WORKING GROUP
IPO Team NRB TRASYS
Coach Sponsor Leader Sponsor Leader
SALES
Pre-sales & sales process
Karl Reremoser Uli Penzkofer
Claude Delacauw Chris De Hous Nicolas Prevost
Industry/Manufacturing Philippe Herickx Bernard Geubelle Jan Ickroth
Finance Philippe Herickx Bernard Geubelle Hans Jespers
Energy & Utilities Laurence Gordenne Bernard Geubelle Philippe Reniers
Public Authorities Pascal Fievez Bernard Geubelle Vincent Callens
International Organisations IPO Team Didier Debackère Jean-Philippe Cornet
DELIVERY
Solutions1)
Philippe Laboulle Peter Hellemans
Jacques Wieczorek Charles Delhaye Jan Jannes
Infrastructure Services Damien Demelenne Jan Jannes Cymon Birtles/Koen Vanhulst
Managed Staffing
Patrick Van Overbeke /Gil
Henry
Didier Debackère Benoît Görtz/Geert Van Conkelberge
Cross Functional Services Kris Vansteenwegen Thomas Ducamp Jan Jannes
CENTRALFUNCTIONS
Finance & Administration
Valérie Pirenne Henri Thonnart
Natacha Kouprianoff /
Michèle Bouhon
Thomas Ducamp
Laurence Collyn
Procurement Marc Miezal Guy Schoovaerts
Internal IT & Tools Frédérique Crochet J.P. Hanut
Building & locations Valérie Pirenne Geert Van Conkelberge/Thomas Ducamp
Human Resources
Anne Gemine Anne Gemine
Caroline Gilson Geert Van Conkelberge
QRM & Processes Emmanuelle Lhermitte Jan Jannes Dominique Pluvinage
Internal Communications Anne Gemine Uli Penzkofer Nadine Lints
Chris De Hous
Jean-Marie Santy
Marketing Karl Reremoser Uli Penzkofer Daniel Eycken Eliseo Manfron
1) Mainframe Applications, Enterprise Architecture & Consulting, SAP Solutions, BI + Business Analytics, Application Services, Industrial Solutions, Nearshore Solutions

39. TASKS FOR EACH GROUP
Design the “To Be” organisation, processes, tools, methodologies, …
List short and long term synergies and ideas to capture these
List risks and actions to mitigate them
Develop an implementation plan for:
- the “To Be” organisation, processes, tools, methodologies, …
- the “To Be” strategy. Both short-term and a three year strategy
- capturing synergies and quantify the impact (revenue and profit) and timing
Baselining of the “As Is” NRB and Trasys
- strategy
- organisation (structure and roles and responsibilities)
- processes, tools, methodologies, …
Understand similarities and differences
AS IS
TO BE
PLAN

40. TIMING OF DELIVERABLES
30.09
• First « as is » & learnings
• Project plan until end of
Nov. (deliverables,
timing…)
15.10 31.10
• Full « as is »
• Proposed « to be »
• First synergies
• High level
implementation plan
• Risks & mitigation
actions
• « To be » finalised
• Synergies (value,
timing…)
• Implementation plan
• For verticals : first
thoughts 3-y strategy

41. TIMEFRAME
August September November December January End 2016
Merger
PERIOD I PERIOD II PERIOD III
• Trasys operates within NRB group
• First quick wins
Work operationally as a single group :
• one Management Team
• one sales organisation
• one delivery organisation
• …
Follow up Follow up Follow up
PREPARATION INTEGRATIONWORKING TOGETHER
Closing
Exact closing date will be set
when competition authorities
give their approval
Diagnostic:
“as is” analysis
Design: “to-be” and
implementation plan
Principles set
top down
Follow up
Operational
integration
Live new structure
Announce names of new management
team
Release new organisation.
October
Implementation
• Business as usual in separate companies
• Start collaboration case by case
“at arm’s length”
• Prepare integration
15.9: Kickoff
working groups

42. DETAILS: KICKOFF UNTIL END OF 2015
TOPIC 14.9 21.9 28.9 5.10 12.10 19.10 26.10 2.11 9.11 16.11 23.11 30.11 7.12 14.12
Project management
• Overall project management
• IPO team meetings
• Executive/steerco meetings
Integration working groups
“To Be” and synergies
• Kickoff. Status every 2 wks.
• Sales
• Delivery
• HR
• Finance
• …
Business model and
organisation
Communication Internal
External
People
Bottom-up Synergies
Closing?
Coach working groups. Transversal topics. Overall project management.
Setup
Implementation
Diagnostic “As Is”
17.9
15.9 2.10 14.10 28.10
6.10 19.10 2.11
23.9 28.9 5.10 15.10 21.10 28.10
15.12
Design “To Be” & implementation plan
Update “Principes Review detailed design of each department.
de base” from 2012. Adjust and fine tune principles if necessary.
Decide on n-1, n-2 and n-3 positions
Review working group results
with top down targets
nn.10
nn.10
25.11
nn.10

43. • Sales and or delivery machines sputter
• because of too complex or unclear agreements on portfolio of
services
• Customers leave
• sales pipeline decreases in the time of uncertainty
• Key talent leaves
• Collaps of processes, specifically finance,
security
• Cultural Mis-Fit
• Overhaul sales & delivery engines
• Clarify portfolio and go for new ‘handshake’ sales & delivery
• Communication & information
• Identification of core customers
• Set up C- level meetings
• Assure/confirm continuity of services to customers
• Increased marketing efforts to clarify portfolio of services &
solutions
• (Key) talent retention program
• Managing by objectives
• Responsabilisation
• Transparency
• Priority choices in terms of processes and
responsibilities
RISKS MITIGATION
MAJOR RISKS & HOW TO MITIGATE THEM

45. Who we are
CHRO AND CFO, KEY PLAYERS DURING THE
ACQUISITON AND INTEGRATION PROCESS

46. WHAT I EXPECT FROM THE CHRO
• Assess key potential at the target company
• Assess cultural differences between both organisations and design
ways to bridge the gaps (communication top down & bottom up)
• Support the establishment of a combined organisation and
management team
• Support training and value shift for those people that no longer
have the same position
• Be the sparring partner of the CEO and of the business leaders

47. WHAT I EXPECT FROM THE CFO
• Figures are the basis of the strategic decisions: make sure they are
accurate and available on all levels.
• Strong link between business and finance, in terms of
understanding and collaboration.
• Risk assessment with financial impact calculations
• Entrepreneur and not a controller

48. Who we are
CONCLUSION

49. MANAGE RISKSTHINK GLOBAL BUILD A STRONG TEAM ALIGN PRIORITIES
In a globalized market with
strong consolidation in many
domains acquisitions are an
important lever to maintain and
strengthen a competitive
position
Acquisitions are risky
undertakings.
If necessary, strengthen the
management team to obtain
the required skills and
experience.
Any Acquisition must be CEO /
CFO and CHRO Top Priority in
strong alignment

50. ULRICH PENZKOFER
CEO, The NRB Group
THANK YOU!

51. WWW.NRB.BE