ICT Automatisering N.V. 11 February 2014

Healthcare Automotive Industrial Automation Machine & Systems Energy Logistics

Extraordinary General Meeting of Shareholders

Agenda

Opening and announcements

Presentation by ICT management

■ ICT Today

■ ICT & Brandfort

Q&A

Informal voting procedure on the Brandfort transaction

Closing

February 2014 EGM 2

Key messages

Over the past two years, the refined strategy 2011-2015 of ICT has proven

successful

Key for the strategic ambition going forward is realization of growth through a

number of drivers, supported and reinforced by the current market trends

Acquisition of Brandfort creates a solid foundation for continued growth, in

line with the current strategy of ICT

Financially attractive transaction including marked EPS accretion

February 2014 EGM 3

ICT Today

February 2014 EGM 4

ICT strategy Focus on self-managed projects to increase added value offered to clients

February 2014 EGM 5

System integrator with own solutions

Solution provider

Project ownership

Secondment project

Secondment

Staffing

Ad

ded

va

lue

to c

usto

me

rs

In May 2011, ICT presented its strategy for the period

2011-2015

Offer clients solutions from functional application

areas, also referred to as “verticals”

Focusing on the international market on the basis of

these verticals will increase the added value ICT can

offer its clients

Gradually shift emphasis towards self-managed

projects in which ICT offers its clients innovative

solutions that are both affordable and reliable

This is how ICT meets the growing demand among its

clients for affordable and proven solutions that take

into account the entire lifecycle

Ongoing shift towards high added-value products,

provides a better basis for recruiting and retaining

high-quality professionals

ICT believes that this is the best strategy

adding the most value for the company and its shareholders

Market trends Outsource (software) technology to stay at the forefront

■ Given the rapid technological developments, outsourcing (software)

technology is required to stay at the forefront

■ Knowledge intensive suppliers are being involved in the development phase

of the increasingly shorter product life cycle

■ Speed and complexity of innovation require open innovation structures that

provide the basis for extensive cooperation in development projects

Clients increasingly focus on their core-business

■ Parts of development are fully outsourced to partners, which take control

and responsibility

■ It is key to be a leading knowledge force as well as effectively involve

partners from the network

Suppliers continue to become system integrators

■ Role of suppliers to OEMs increases as they are assembling larger parts of

the end product, taking responsibility for development and engineering

■ Clients look for financially strong partners to co-develop and/or assume the

system integrator role

Shortage of technical personnel

■ An aging workforce and a limited interest among young people for technical

studies lead to a structural shortage of skilled engineers

February 2014 EGM 6

Secondment tariffs (index)

Project vs. secondment tariffs (index)

JW

100 97

96 96 93 93

50

60

70

80

90

100

110

2008 2009 2010 2011 2012 2013

90

103

107

70

80

90

100

110

120

2011 2012 2013

Projects & Services Secondment

Key achievements Since 2011, ICT focused on reviving its

operational performance

■ Implementing the vertical approach

■ Divestment of the Neustadt operations

■ Implementing a DC pension plan

■ Cost reduction program in the Netherlands and

Germany

■ Upgrade of management information system

February 2014 EGM 7

5,0% 5,0% 4,7%

3,7%

2,2% 2,3% 2,8%

4,1%

0%

1%

2%

3%

4%

5%

6%

7%

8%

67.000

67.500

68.000

68.500

69.000

69.500

70.000

70.500

71.000

71.500

2011FY Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013 Q3 2013

Added value revenues EBIT margin

Added value revenue and underlying EBIT margin (LTM)

Revenue breakdown by type of service ICT increasingly focused on projects &

services

■ 2011: 100 projects and services contracts

■ 2013: increase of over 20% in the number of

projects

■ Target of 60% / 40% envisaged in the current

strategy 57% 56% 51%

45%

43% 44% 49% 55%

0%

20%

40%

60%

80%

100%

2011FY 2012FY 2013FY 2014E

Secondment Projects & Services

What still needs to be done?

February 2014 EGM 8

Best in class indirect costs

Continuous improvement of the indirect cost ratio where possible Launch of a Best-in-Class program as

prolongation of cost reduction programs Target indirect cost ratio 20% of revenues

Fine-tune verticals strategy: automotive / Germany

Further reduction in number of sites Finalize the one-way-of-working within the

group Presentation of new targets and refined strategy

at AGM

Replicate successful projects

ICT recently won and completed some very appealing contracts

Register IP when possible and desirable

16,7% 16,7% 16,5% 16,9% 16,7% 16,7% 16,6% 16,4%

7,4% 7,3% 7,3% 7,2% 7,4% 7,3% 6,8% 6,4%

24,1% 24,0% 23,8% 24,1% 24,1% 24,0% 23,4% 22,8%

0%

5%

10%

15%

20%

25%

30%

FY 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013 Q3 2013

Indirect costs of sales Indirect costs HQ & staff

Indirect costs as % of revenues (LTM)

EBIT margin %

7,7%

-10,0%

9,0%

-15,0%

7,1%

-3,1%

-20%

-10%

0%

10%

Netherlands Germany

Q1 2013 Q2 2013 Q3 2013

Conclusions Over the past two years, the refined strategy 2011-2015 of ICT has proven to be successful

■ Significant progress in the realization of its strategy to provide high-end expertise and solutions, moving towards

a role of system integrator

■ Increased focus on projects & services

■ Revival of operating performance in Germany and resolution of disturbing factors

Key for the strategic ambition going forward is realization of growth through a number of drivers,

supported and reinforced by the current market trends

■ Demonstrating technological leadership – market approach based on verticals

■ Offering repeatable and scalable innovative solutions – taking into account the entire product lifecycle

■ Retaining and sharing knowledge within the organization

■ Professionalizing the market approach

■ Further recovery of the German operations

Strategy can be realized in the long-term through organic growth, however, growth through

acquisitions and strategic partnerships offers significant benefits

■ Cross-selling opportunities and access to an extended client base

■ Strengthened financial position in order to pursue acquisitive growth

■ Fill blank spots

February 2014 9 EGM

Together with a strategic partner, ICT would be in a better position

to pursue and accelerate realization of its strategy

ICT & Brandfort

February 2014 EGM 10

Brandfort - Highlights

Founded in 1977 with

locations throughout the

Benelux

Medium sized engineering

company (250 FTE)

Significant part of the

projects performed in-house

and under Brandfort

management (~40%)

Impressive client base

(ASML, DAF, Damen, Van

Oord, VDL, etc.)

(Engineering &

Consultancy)

(Automotive)

(Talent)

ACE is the largest entity in the Brandfort Group

ACE is an engineering company with locations in the Netherlands

(Eindhoven, Delft), Belgium (Hasselt, Gent) and Luxemburg

ACE is active in the area of technical design and development

Expertise in sector of industrial automation, high-tech systems,

product development, construction technology & equipment

BRACE Automotive is the engineering company specialized in the

automotive business

BRACE has locations in Eindhoven, Hasselt and Luxemburg

Activities: research, design, development, testing, prototyping

BDF is a recruitment agency focused on recruitment and

development of higher educational professionals in technical

positions

Attributing in two areas to Brandfort:

More directly in contact with the labour market

HR overhead: from a cost towards a profit centre (forecasted)

11 February 2014 EGM

ICT and Brandfort combination today Shared vision and ambition

■ Achieving a leading position as a multidisciplinary integrator with solutions

■ Translating technology to relevant business solutions

■ Supporting customers in all stages of their product life cycle

■ Cross-border business development

■ Creating a platform for further growth

Facing similar challenges

■ Require scale to act as equivalent partner

■ Growing shortage of qualified staff

■ Increased competition from highly specialized and international firms

Cohesion in short-term actions

■ Increased range of disciplines, fields of expertise and scope of knowledge

■ Upgraded services

■ Move towards higher added value

Mutual value creation opportunities

■ Attractive as employer of choice for best engineering professionals

■ Increased utilisation of capacity

■ Strengthening industry visibility

■ New solutions

■ Ambition to grow both organically and through acquisitions

February 2014 EGM 12

1,000+ employees

Over EUR 100m revenues

Cross selling opportunities:

direct access to 30+ clients

Entrance into 2 additional

international markets

The combination in numbers

Strategic ambition in line with client demands

Achieving a leading position as a multidisciplinary system integrator with solutions in defined verticals by

translating technology to relevant business solutions for our customers cross-border

Improve overall profile

■ Increase disciplines, expertise, knowledge

■ Upgrade service offering

■ Higher added value

■ Improve financial performance

Technical partner of choice

■ Profile upgrade in customer relation

■ One-stop-shop

■ Partnering and co-development

■ Improve position for outsourcing

Subcontractors/

suppliers

Product & Mechatronics

development

Assist customers in all stages of a product life cycle

Maintenance

services &

Support

System

Integration System design

Hardware

Engineering Deployment

Delivery Software

Engineering

13 February 2014 EGM

Existing customer basis provides significant

cross-selling opportunity

Market scope

Dis

cip

line

po

rtfo

lio

Logistics

ACE

Industrial Automation

ACE

Machine & Systems

ACE

Automotive

BRACE

EGM February 2014 14

Bra

nd

fort

clie

nts

IC

T c

lien

ts

Co

mm

on

clie

nts

Examples where ICT and Brandfort meet

Boilers

ICT works on (embedded) software development for the domestic boilers ACE works on the design of elements in the boiler The combination of ICT and ACE offers a complete (part) product based on

generic specs of the customer. For instance, the design and control of the heating control element or the control of the valves

Chip manufacturing

ICT is active in areas of a.o. automation of set-up and recovery processes, calibration and testing

ACE is active in the field of flow and temperature control, mechatronics and mechanical lay-out

The combination strengthens the relationship and could lead to assignments of partly outsourced work of both hardware and software

Charging stations

ICT works on the software for electric car charging stations software including usage of stations but also billing and registration of electric car charges

Brandfort works on the design of the charging stations The combination provides a complete car charging station (hard- and software)

including design, robustness, vandalism protection, heat control and cost reduction

E-Thermostat

ICT works on the development of the (embedded) software for a (domestic) thermostat

ACE works on the design of the e-thermostat The combination delivers a complete thermostat including the design of the

housing, heat control and user-interface

EGM February 2014 15

Horizontal and vertical framework for growth

System design Engineering

System integration

Deployment Maintenance

services & Support

Remark Software Hardware

Automotive Both significant

activities, but different

focus (complementary)

Industrial Automation

ICT has numerous

potential customers for

ACE

Logistics

High-tech Machines & Systems

All ACE clients are

potential clients for ICT

Traffic & Transport

Limited direct potential

New verticals

Ma

rke

t s

co

pe

Discipline portfolio

February 2014 16 EGM

Organic growth

■ Combining the mutual engineering and IT

expertise of the companies in the value chain

■ Become a full-service technical partner of choice

■ Become a top technology player

Acquisitive growth

■ Buy-and-build through multiple smaller high

added value engineering companies

■ Gradually move into a multidisciplinary system

integrator

■ Upward potential in expanding geographic

coverage

Integration plan Dedicated multi-disciplinary integration team is led by Jan Willem Wienbelt and consists of representatives of the

various business functions of ICT

Four-phase integration plan has been developed, including clear milestones and tasks:

February 2014 17 EGM

Finalize integration plan

and start execution

Identify and secure talent

and integration teams

Identify key sources of

shareholder value in 2014

Take financial reporting

control as from day 1

Address management

control (financial,

operational and risk)

First 100 days

(Q2-2014)

Alignment of commercial

and business activities

(Q3 2014)

Cross-selling and

integration of control

(Q4 2014)

Operating as

one company

(as of Q1 2015)

Focus on ongoing

business and retention of

employees

Economies of scale and

quick wins

Alignment of management

control (financial,

operational and risk)

Combined commercial

operations, focus on

cross-selling

Gradually transfer

responsibilities of the

integration team to line

management

Integration of

management control

(financial, operational and

risk)

Focus on combined

solutions

Address combined

branding

Sustaining and building

long-term value

Focus on accelerated

growth in the businesses

of both companies

Brandfort financials

Brandfort shows a stable overall development of project revenues throughout 2011 – 2013, as

increasing volumes at major clients of ACE were compensated by negative trends in market and

productivity at certain other business units

In spite of the loss of some business with clients encountered in 2013, productivity was high (close

to maximum) in 2013

EBIT declined, however, driven mainly by increasing indirect costs, due to one-off costs and

difficulties to control the cost budget during the implementation of ERP in 2012-2013

February 2014 EGM 18

Project revenues and underlying EBIT

15.730 15.927 15.929

0

3.000

6.000

9.000

12.000

15.000

18.000

2011 2012 2013

Project revenues

878

551 485

0

200

400

600

800

1.000

1.200

2011 2012 2013

EBIT

Financials of the transaction

Transaction consideration

■ Newly issued ICT shares representing 9% of the outstanding shares post-closing (value of circa EUR 3.4 million

based on the share price of ICT around the effective date of the transaction of 1 July 2013)

■ In addition to the newly issued shares, ICT will pay an amount of EUR 1.3 million in cash to the shareholders of

Brandfort

■ The shareholders of Brandfort will, prior to closing of the transaction, convert the full balance of shareholders

loans into equity, resulting in a debt free company with EUR 1.3 million in cash on the balance sheet

■ Earn-out agreement based on the gross profit to be realized by the Brandfort activities in 2014, which can

accrue to a maximum of EUR 2.2 million

Valuation

■ Correcting for the cash position of Brandfort of circa EUR 1.3 million, total transaction consideration of circa

EUR 3.4 million (before a possible earn-out)

Represents 7.0x EBIT 2013 and 5.6x EBIT 2014, which is below historical valuations in the sector

Multiple is significantly lower when taking into account the envisaged synergies from the transaction

and the outlook for Brandfort stand-alone at 2.6x EBIT 2014

Including the earn-out, assuming a gross profit level at which the maximum earn-out is paid out,

multiple would be 5.2x EBIT 2014 or 3.1x including synergies

Mr. Brand has agreed to a lock up period of three years with limited exceptions and he will assume an advisory role

within the ICT Group.

February 2014 19 EGM

Indicative EPS analysis Identified annual synergies of EUR 700k

■ Revenue synergies

Cross-selling: +2.0% (~1.5m)

Distinctive market position industry visibility

Estimated EBIT impact: 400k

■ Cost synergies

Shared service centre: 100K

Locations: 50K

Increased efficiency of indirect processes:

150K

10% to 15% EPS accretion within a year from

closing of the transaction is expected

Key strategic focus

■ Fill blank spots in the service offering

■ Add relevant verticals

20

The combination will provide a solid platform for future growth

EPS impact analysis (indexed)

February 2014 EGM

100

(9) 11

102

8

110

5 115

ICT standalone Impact issue of new shares

Impact Brandfort

Pro forma combination

Operational improvements incl. synergies

Pro forma combination

incl. synergies

Maximum Minimum

Strengthened position as employer of choice Broaden career perspectives

Continued development of technical and professional skills

■ Combined best-practices enables higher learning curve

Ambition through acting as a high-performance growth firm

■ People are more interested in being part of a growing entity

■ Strengthening of blue-chip client base improves the recruitment

profile

Attract and retain the best people

■ Distinctive position enables focus on quality

■ International profile attracts high quality international employees

February 2014 EGM 21

Employees per age category (ICT)

3%

30%

34%

33% < 25 yr

25 - <35 yr

35 - <45 yr

> 45 yr

Employees per age category (combination)

5%

35%

31%

29%

< 25 yr

25 - <35 yr

35 - <45 yr

> 45 yr

Conclusion

Highly complementary, high graded profile

Further diversified client base allowing for enhanced access and leverage

Multiple growth opportunities through the combined platform

Combination can deliver extensive technical skills on project, consultancy, and secondment basis

Economies of scale, scope and skill, financial profile and cash flow generation

10% to 15% EPS accretion within a year from closing of the transaction is expected

February 2014 22 EGM

Q&A

February 2014 EGM 23

Informal voting Brandfort transaction

February 2014 EGM 24

Informal voting regarding Brandfort On 18 December 2013, one of ICT’s large shareholders requested to convene an Extraordinary

General Meeting of Shareholders (“EGM”) regarding the Brandfort transaction

The Management and Supervisory Boards of ICT respect the statutory rights of their shareholders to

request for an EGM to be held and have convened this EGM

As the general meeting of shareholders of ICT does not have a statutory right to approve the

Brandfort transaction, there will only be an informal, non-binding vote on the Brandfort transaction

February 2014 EGM 25