Financial report 2009

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Financial report Report of the Board of Supervisors Directors’ report Consolidated balance sheet as at 31 December 2009 Consolidated profit and loss account for the year ended 31 December 2009 Consolidated cash flow statement for the year ended 31 December 2009 Consolidated statement of recognised income and expense for the year ended 31 December 2009 Notes to the 2009 consolidated financial statements Company balance sheet as at 31 December 2009 Company profit and loss account for the year ended 31 December 2009 Notes to the 2009 company financial statements Other information Auditor’s report Provisions in the Articles of Association governing the appropriation of profit Proposal for profit appropriation

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Contents

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To the shareholdersThe Board of Supervisors met three times during the 2009 fi nancial year. During these meetings, particular attention was given to the strategy of the Group, new business initiatives, acquisitions and divestitures, trading progress and working capital management, internal controls and budget.

2009 fi nancial statementsThe fi nancial statements for the year ending 31 December 2009 were prepared by the Boardof Management and were examined by our auditors KPMG Accountants N.V. These statementswere discussed by the Board of Supervisors in the presence of the Board of Managementand the external auditor. KPMG issued an unqualifi ed opinion on the fi nancial statements 2009.

We propose to adopt the fi nancial statements and advise you to discharge the Board of Management and the Board of Supervisors from all responsibilities for managing the company and all supervisory responsibilities respectively for the year 2009.

Hoofddorp, 17 May 2010

The Board of Supervisors

H.A.L. van Hoof (Chairman)

H.K. Kroeze

Report of the Board of Supervisors

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Management of the company hereby presents its fi nancial statements for the fi nancial year ended on 31 December 2009.

General informationThe main activity of Bunel Personnel Services B.V. and its group companies ('Bunel' or 'the Group') is providing technical professionals to the international oil and gas, maritime, hydrographic and seismic industries. In addition, the Group is active in the fi elds of ship delivery and re-integration support. During the year the Group has sold its activities in the tunneling industry.

The Group’s main operating company is Atlas Services Groep B.V., which operates in the different markets under the labels Atlas Tristar (oil and gas professionals), Atlas Eurosailor (maritime professionals), Atlas Seistech (hydrographic and seismic survey professionals) and Atlas Ship Delivery. In addition to the activities of Atlas Services Groep B.V., the Group has two joint-ventures that also provide professionals to the maritime industry.

The Group’s subsidiary company Match4Jobs B.V. has developed an internet based technology that matches job seekers and vacancies in specifi c segments of the labour market. During 2009 this platform has been integrated into the operations of Atlas Services Groep B.V. under the label Atlas4Jobs. Discussions are taking place with third parties to implement the Match4Jobs platform to other industries as well.

Financial informationIn 2009 the Group continued to focus on its niche markets. Total net turnover increased with EUR 11.3 million (16.3%). Despite the biggest economic downturn in the history of the Group, all market segments have shown turnover growth in 2009, the only exception being the hydrograpic and seismic market segment.

The 2009 gross margin percentage has increased strongly (from 18.8% to 20.8%) on the back of better margins across most activities, again with the exception of the activities in the hydrographic and seismic market segment. Also, the new activities of Atlas Ship Delivery B.V. have made a signifi cant contribution to the overall gross margin increase.

The Group’s 2009 operating costs have increased both in absolute terms (with EUR 2.4 million) and as a percentage of sales (from 12.2% to 13.6%). The main drivers for these increases have been signifi cantly higher provisions for doubtful debtors, the costs of newly started activities, and the operating costs of Match4Jobs that are no longer capitalised as from May 2009.

The Group’s net fi nancial result has been negatively impacted (for an amount of EUR 0.3 million) by a charge taken for the negative marked-to-market value of a, no longer effective, interest rate swap.

Directors’ report

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The Group’s result from ordinary activities after taxation increased in absolute terms with almost EUR 0.6 million and remained almost stable as a percentage of sales (at 4.5%).

The share in results from participating interests increased sharply to almost EUR 1.2 million, mainly as the result of a book profi t on the sale of the Group’s interest in International Tunneling Services Holding B.V.

The Group’s overall 2009 net income increased by EUR 1.7 million to EUR 4.8 million, equivalent to 5.9% of sales (up from 4.5% in 2008).

Mainly as the result of the addition of 2009 net income to shareholders’ equity, the Group’s solvability margin has almost doubled from 21.2% in 2008 to 40.5% at year-end 2009.

Despite the growth in Group turnover, stricter working capital management has resulted ina EUR 2 million lower need for working capital funding. The Group’s cash fl ow from operations increased to EUR 7.1 million. After EUR 2.3 million of repayments on borrowings, the Group’s 2009 net cash fl ow amounted to EUR 5.4 million. As a result of these healthy cash fl ows the Group no longer makes use of available working capital facilities.

The comparison of 2009 and 2008 results, as per internal Group management reporting, is as follows:

2009 2008

EUR x 1,000 EUR % EUR %

Net turnover 80,767 100.0% 69,480 100.0%

Cost of sales 63,964 79.2% 56,411 81.2%

Gross margin 16,803 20.8% 13,069 18.8%

Wages and salaries 6,052 7.4% 5,173 7.4%

Depreciation and amortisation 373 0.5% 243 0.4%

Other operating costs 4,487 5.6% 3,121 4.5%

Total operating expenses 10,912 13.5% 8,537 12.3%

Operating profi t (EBIT) 5,891 7.3% 4,532 6.5%

Net fi nancial result -892 -1.1% -397 -0.5%

Result from ordinary activities before taxation 4,999 6.2% 4,135 6.0%

Taxation 1,391 1.7% 1,103 1.6%

Result on ordinairy activities after taxation 3,608 4.5% 3,032 4.4%

Share in results from participating interest 1,149 1.4% 69 0.1%

Net income 4,757 5.9% 3,101 4.5%

EUR x 1,000

Net turnoverCost of sales

Gross margin

Wages and salariesDepreciation and amortisationOther operating costs

Total operating expenses

Operating profi t (EBIT)Net fi nancial result

Result from ordinary activities before taxation

Taxation

Result on ordinairy activities after taxation

Share in results from participating interest

Net income

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Key performance indicators for the Group over the period 2005 – 2009 can be summarisedas follows:

2009 2008 2007 2006 2005

EUR x 1,000

Turnover 80,767 69,480 44,016 37,517 26,529% increase 16.2% 57.9% 17.3% 41.4%

Gross margin 16,803 13,069 8,556 7,453 5,203% of turnover 20.8% 18.8% 19.4% 19.9% 19.6%

EBITDA 6,265 4,775 3,301 2,819 1,858% of turnover 7.8% 6.9% 7.5% 7.5% 7.0%

Net income 4,757 3,101 2,284 1,922 1,043% of turnover 5.9% 4.5% 5.2% 5.1% 3.9%

Conversion ratio % (EBITDA/Gross margin)

37.3% 36.5% 38.6% 37.8% 35.7%

Shareholders’ equity 9,471 4,409 4,499 2,589 1,582

Net cash fl ow 5,374 179 654 -1,112 -51

Net debt -975 6,703 3,688 3,723 3,050

DSO trade debtors 39.6 54.2 52.4 69.4 73.5

Solvability margin% 40.5% 21.2% 29.9% 17.7% 16.3%

Number of offi ces (year-end) 15 19 16 11 10

Average number of fi eld staff (FTE) 950 794 501 383 207

Average number of offi ce staff (FTE) 99 91 53 48 44

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Market situation by segmentThe global economic downturn in 2009 is unprecedented in the history of the Group and has negatively impacted all the markets where the Group is active. However, the impact on the performance of the different business units has been diverse. Management has actively anticipated the potential negative consequences of the economic crisis and, overall,the Group has been quite successful in sustaining and expanding its businesses.

Oil and GasAfter the dramatic fall in oil prices in 2008, oil prices in 2009 have been steadily recovering from less than USD 40 per barrel in early 2009 to more than USD 75 per barrel at year-end 2009. However, the overall global economic situation has remained very diffi cult in 2009, although some initial signs of recovery are now visible. Despite the overall economic conditions, 2009 turnover has increased, mainly resulting from a few new and large contracts.

As in 2008, the growth achieved in the oil and gas segment is primarily the result of growth in the supply of professionals to clients active in operations. The Group’s engineering business remained challenging in 2009, especially since many clients scaled down their new investments in exploration.

Despite the considerable growth achieved in 2009 and the initial signs of economic recovery, the Group expects limited sales growth in the oil and gas segment for 2010. The continued focus on added value for clients, together with the further integration of Atlas4Jobs in the operational business model, should provide a strong platform for further growth once the global economy and the oil and gas markets start growing at a faster pace again.

Maritime marketThe maritime markets were under increasing pressure in 2009, with some segments (such as bulk freight and container shipping) being hit harder than others (such as offshore supply and dredging). Although we have seen some clients reducing their hiring from the Group, overall turnover has still increased signifi cantly, mainly resulting from a number of large new contracts, new work for new clients and more hiring by existing clients. The new ship delivery activities have shown a fi rst year that has been much better than anticipated, both in turnover and contribution to profi t.

The Group expects its regular maritime activities to show a modest growth in 2010. Since ship owners will continue to focus on cost reduction, competition from countries with lower cost structures will become even fi ercer. The continued challenge for the Group will be to supply premium quality personnel at a reasonable cost to our clients. The ship delivery activities are more erratic in nature and therefore more diffi cult to predict. Nevertheless, it is the Group’s ambition to develop a healthy and sustainable business in ship delivery and 2010 business volumes are expected to equal 2009 levels.

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Hydrographic and SeismicThe hydrographic and seismic survey markets have been hit hard by the global economic downturn in 2009. Many exploration projects in these sectors were halted or postponed during 2009. This had a signifi cant negative impact on the performance of our activities in these markets, resulting in lower turnover levels and higher provisions for long outstanding receivables from clients. Despite the full year impact of the Seistech and GSS businesses acquired in 2008, turnover levels have decreased in 2009. In response to these developments, signifi cant organisational changes and cost reduction measures have been implemented, including the closure of our offi ces in Canada and Malaysia.

The market situation is expected to remain diffi cult but to improve in the course of 2010. Early signs of this improvement are already visible in the fi rst quarter of 2010. However, it is anticipated that it will take more than one year to return to pre-crisis turnover levels.

The Group’s business modelThe Group is active as a supplier of technical professionals in international niche markets. The Group’s past and future success depends on its ability to match the needs of clients with the capabilities of people it supplies. This matching process has to be effective and effi cient, but should be based on personal contacts with clients and secondees. Three important trends are infl uencing the way the Group works:

1) Clients are increasingly active on a global scale

Whereas the Group originally started as a Dutch based business mainly servicing Dutch clients, it has evolved into a business servicing clients worldwide. In order to be closer to its clients and to be able to fully appreciate client needs, the Group has opened offi ces in a number of strategic foreign locations. Given the technological changes that are taking place, the Group does not envisage that there is a need to start opening physical offi ces in all territories where it is active. However, in order to be able to service clients in key markets, the Group expects to be opening a limited number of new sales offi ces in the coming years. In principle, new offi ces will only be started in locations where existing client contacts and contracts warrant a swift break-even situation.

2) Labour markets are becoming increasingly international

A signifi cant part of the Group’s labour force has traditionally been of Dutch origin. It is the Group’s expectation that Dutch secondees will continue to be important. However, over the past years the geographical imperfections of the labour market have been an important source of growth for the Group.

The shortage of supply of technical professionals in more developed markets (especially Western-Europe) was the reason for the Group to open offi ces in Riga (Latvia) and Odessa (Ukraine)in 2004 and 2006. These offi ces have been highly instrumental in supplying other partsof the Group with qualifi ed professionals and have thus signifi cantly contributed to the growth of the Group.

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3) Technological changes are having a profound impact on the Group’s business

Technological changes, especially the internet, are changing the Group’s business model. As in every other market where intermediaries play an important role, the internet is making supply and demand more transparent. As a result, important effi ciencies can be achieved in the core matching process, making it more important for intermediaries to demonstrate their added value in the value chain. Although technological changes do not happen overnight, they tend to happen faster than expected. Therefore, the Group wants to be at the forefront of parties who will reap the benefi ts of these changes. The Group has a highly sophisticated internet based matching technology, Atlas4Jobs.com. The business model of Atlas4Jobs is based on offering both job applicants and employers a highly effi cient tool for matching their respective needs.The Group expects the temporary staffi ng market to develop into two different sub-segments: (a) a segment continuing to use intermediaries because of the added value delivered in the selection process and in the area of contractual and compliance matters; and (b) a segment making use of advanced tools like Atlas4Jobs with no or limited interference of intermediaries.

Implications for the Group’s business modelAnticipating and following developments in its environment, the Group is continuously adapting its business model. The Group’s traditional commercial activities are increasingly geared towards the delivery of services with a demonstrable added value. Simple matching activities with limited added value and limited rewards will over time be performed by Atlas4Jobs. The technology of Atlas4Jobs makes it possible to collect relevant international resumes in a highly effi cient and focused way.

Financial risks and fi nancial instrumentsThe Group’s main assets are accounts trade receivable and sales to be invoiced. These receivables are spread over hundreds of clients without a high concentration with only a few of them. The Group is continuously monitoring the creditworthiness of these clients and the ageing of amounts outstanding. During 2009 the cash collection cycle has been shortened further. Despite these internal procedures, relatively signifi cant uncollectible debts cannot be ruled out. If these were to occur (as they actually did in 2009), it is not expected that they would have a materially negative impact on the Group’s operating result.

The Group’s functional and main operating currency is the Euro, but the Group has sizeable parts of its business denominated in British Pounds, US Dollars and Brazilian Reals. It is the Group’s policy that if turnover is not in Euro, the related cost of sales should be denominated in the same currency as the turnover. In addition to operating foreign exchange risks, there are some translation risks in connection with foreign participations. The company does not hedge (net) foreign currency positions.

The Group has materially hedged all its variable (EURIBOR) interest rate exposure by means of variable-fi xed interest rate swaps with ING Bank N.V.

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Quality, health, safety & environment ('QHSE')The Group aims to prevent accidents and cases of work-related illnesses. In order to maintain a safe and healthy working environment, both employees working at the sites of our clients and our offi ce staff are instructed and required to conduct their duties in a safe and sound manner, abiding by all applicable rules and regulations.

The Group’s QHSE systems are an essential part of day-to-day operations and are key to ensuring consistent quality services to our clients. The Group’s main operating companies are certifi ed under the new ISO 9001:2008 and VCU 2007/04 international quality and safety standards. Companies have been ISO certifi ed since 1996.

During 2009 the Group has further strengthened its QHSE systems by appointing a fully dedicated QHSE manager, by appointing local QHSE coordinators and by further harmonising QHSE procedures and instructions throughout the Group. QHSE procedures and documentation are readily available on the Group’s intranet.

In the context of the various QHSE certifi cations a number of Group companies has been subjected to regular audits by third parties. The outcome of these external audits was satisfactory in all cases.

Human resources informationGiven the activity of the Group, human resources are key to the Group’s success. The Group encourages personal development of both direct and indirect (staff) personnel, and offersbenefi t packages that are attractive within each of the markets where the Group is active. Continuous training, both through external courses and on-the-job, is considered to be a key element in keeping people motivated and competitive in the marketplace.

The Group continued to foster a corporate culture on the basis of its seven key values:

• we know our business;

• we conduct business with integrity;

• we are proactive;

• we keep our promises;

• we are responsible and accountable;

• we are open en straightforward; and

• we invest in people.

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Left to right: Marcel Burghouwt, Walter Wolfs, René Neelissen, Jochen Scholten, Dirk-Jan van Leeuwen

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Group strategy and outlook for 2010The Group has been growing fast over the past fi ve years and it has the intention to remain on this ambitious growth path. The Group’s growth strategy has three main pillars: organic growth, acquired growth and intrapreneurship.

For 2010 the Group intends to grow its international business mainly organically and with a focus on certain key markets: Kazakhstan, Algeria and the Middle-East.

In addition, the Group will continue to actively pursue acquisition opportunities in the market. Given the state of the economy, the Group will remain highly selective. Continued fi nancial solidity of the Group is a key consideration in assessing any opportunity. Effective 1 January 2010 the Group has acquired an additional 25% of the shares in International Crew Services B.V., increasing the Group’s total shareholding in that company to 75%.

Growth through intrapreneurship will be used in those situations where the Group can accelerate the growth of a business partner that has a strong network, either in a particular geography or in a particular market segment. The Group will initially only participate in this venture, but will always obtain an option to acquire all shares at a later stage.

Overall, management of the Group expects a modest growth of turnover in 2010, with continued pressure on margins. Initial signs of recovery are visible in most market segments, but it is still too early to assess whether this recovery will be sustainable.

The Group’s fi nancial position is solid which may prove a competitive advantage in the current economic conditions. The Group will continue to focus on working capital management and credit control in order to further reduce days of sales outstanding and write-offs on receivables.

The continued and further integration of Atlas4Jobs in the day-to-day operations of the Group is one of the most prominent operational objectives for 2010, together with retention of key personnel and cost control.

Discussions with third-parties on the use of the Match4Jobs platform are expected to come to conclusions during 2010. This is expected to signifi cantly improve the fi nancial position of that company.

Hoofddorp, 17 May 2010

M.J.M. Burghouwt Managing Director

R.G.H.A.M. Neelissen Managing Director

W.A.W. Wolfs Chief Financial Offi cer

J.T. van Leeuwen Director

J.H. Scholten Director

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Consolidated balance sheetas at 31 December 2009 (Before appropriation of profi t)

2009 2008

EUR EUR EUR EUR

Fixed assetsIntangible fi xed assets 1 755,986 655,230Tangible fi xed assets 2 1‚551,102 1‚660,860Financial fi xed assets 3 306,133 898,924

2‚613,221 3‚215,014

Current assetsTrade and other receivables 4 15‚852,807 17‚217,269Cash and cash equivalents 5 4‚939,463 362,533

20‚792,270 17‚579,802

23‚405,491 20‚794,816

Group equity 6 9‚470,586 4‚409,342

Provisions 0 11,333Non-current liabilities 7 2‚981,580 5‚285,586Current liabilities 8 10‚953,325 11‚088,555

23‚405,491 20,794,816

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Consolidated profi t and loss accountfor the year ended 31 December 2009

2009 2008

EUR EUR EUR EUR

Net turnover 9 80‚767,319 69,480,241

Cost of sales 10 63‚964,009 56‚410,963Costs of outsourced work and other external costs 3,724,782 2‚983,320Wages and salaries 5‚344,167 4‚643,072Social security charges 11 708,283 530,398Amortisation and depreciation on intangible and tangible fi xed assets 12 373,406 242,951Other operating expenses 13 761,026 137,485

Total operating expenses 74‚875,673 64‚948,189

Operating profi t 5‚891,646 4‚532,052

Interest receivable and similar income 14 66,044 115,208

Interest payable and similar charges 15 -958,359 -512,544

-892,315 -397,336

Result from ordinary activities before taxation 4‚999,331 4‚134,716

Taxation on result on ordinary activities 16 -1‚390,452 -1‚102,484

Share in result from participating interests 1‚148,611 68,891

Net income 4‚757,490 3‚101,123

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Consolidated cash fl ow statement for the year ended 31 December 2009

2009 2008

EUR EUR EUR EUR

Result after taxation 4‚757,490 3‚101,123Adjusted for:• Depreciation / amortisation 373,406 242,951• Changes in provisions -11,333 6,617

• Changes in working capital (excludingcash and cash equivalentsand short-term bank overdrafts) 2‚026,140 -1‚940,378

Cash fl ow from operating activities 7‚145,703 1‚410,313

Investments in:• Intangible fi xed assets -237,227 -588,355• Tangible fi xed assets -127,199 -219,408• Financial fi xed assets 592,791 -68,891Goodwill write down 0 -3‚024,121

Cash fl ow from investing activities 228,365 -3‚900,775

Repayments of borrowings -2‚304,006 -495,367 Proceeds from borrowingson non-current liabilities 0 3‚331,000 Net result former years 2,301 0 Effects of exchange rate changes 301,453 -166,377

Cash fl ow from fi nancing activities -2‚000,252 2‚669,256

Changes in cash and cash equivalents 5‚373,816 178,794

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Consolidated statement of recognised incomeand expense for the year ended 31 December 2009

2009 2008

EUR EUR EUR EUR

Consolidated net result aftertaxes attributable to the company 4‚757,490 3‚101,123Translation differences onforeign partipating interests 301,453 -166,377

Net result former years 2,301 0

Cash fl ow from operating activities 5‚061,244 2‚934,746

Total of items recognized directly in equity of the company as part of the group equity 0 -3‚024,121

Total result of the legal entity 5‚061,244 -89,375

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General

Relationship with parent company and principal activitiesBunel Personnel Services B.V. ('the company'), domiciled in Amsterdam, is a private limited company, where 50% of the shares are held by Elburg Invest B.V. and 50% are held by Erneco Management B.V.

The company is a holding company; the Group is primarily involved in seconding technical professionals to the international oil & gas, maritime and seismic & hydrographic industries.

Basis of preparationThe fi nancial statements have been prepared in accordance with Title 9 Book 2 of the Netherlands Civil Code.

The principles adopted for the valuation of assets and liabilities and determination of the result are stated at historical cost.

Application of Section 402, Book 2 of the Netherlands Civil Code (BW)The fi nancial information of the company is included in the consolidated fi nancial statements. For this reason, in accordance with Section 402, Book 2 of the Netherlands Civil Code, the profi t and loss account of the company exclusively states the share in the result after taxation of companies in which participating interests are held and the general result after taxation.

Accounting policies

Certain comparative amounts have been reclassifi ed to conform with current year’s presentation.

If not stated otherwise, assets and liabilities are shown at nominal value.

An asset is disclosed in the balance sheet when it is probable that the expected future economic benefi ts that are attributable to the asset will fl ow to the entity and the cost of the asset can be reliably measured. A liability is disclosed in the balance sheet when it is expected to result in an outfl ow from the entity of resources embodying economic benefi ts and the amount of the obligation can be measured with suffi cient reliability.

If a transaction results in a transfer of future economic benefi ts and or when all risks relating to assets or liabilities transfer to a third party, the asset or liability is no longer included in the balance sheet. Assets and liabilities are not included in the balance sheet if economic benefi ts are not probable or cannot be measured with suffi cient reliability.

The income and expenses are accounted for in the period to which they relate. Income is recognized in the profi t and loss account when an increase in economic potential related to an increase in an asset or a decrease of a liability has arisen, the size of which can be estimated with a suffi cient reliability. Expenses are recognized when a decrease in the economic potential related to a decrease in an asset or an increase of a liability has arisen, the size of which can be estimated with suffi cient reliability.

Notes to the 2009 consolidated fi nancial statements

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The preparation of the fi nancial statements requires the management to form opinions and to make estimates and assumptions that infl uence the application of principles and the reported values of assets and liabilities and of income and expenditure. The actual results may differ from these estimates. The estimates and the underlying assumptions are constantly assessed. Revisions of estimates are recognised in the period in which the estimate is revised and in future periods for which the revision has consequences.

Consolidation principles The consolidated fi nancial statements include the fi nancial data of the company and its group companies and other companies controlled by the company. Control exists when the company has the power, directly or indirectly, to govern the fi nancial and operating policies of an entityso as to obtain benefi ts from its activities. Group companies are participating interests in which the company has a direct and indirect controlling interest.

In assessing whether controlling interest exists, potential voting rights that presently are exercisable are taken into account. Group companies exclusively acquired with the view to resale are exempted from consolidation.

The fi nancial statements of subsidiaries are included in the consolidated fi nancial statements from the date that control commences until the date that control ceases.

Intra-group balances, and revenues and expenses arising from intra-group transactions, are eliminated in preparing the consolidated fi nancial statements.

The group’s interests in jointly controlled entities are accounted for by proportionate consolidation. The group combines its share of the joint-ventures’ individual income and expenses, assets and liabilities and cash fl ows on a line-by-line basis with similar items in the group’s fi nancial statements.

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The company’s owned participations as at 31 December 2009 are listed below. These participations are directly or indirectly owned and are consolidated in the fi nancial statementsof Bunel Personnel Services B.V.

During the year Atlas Tristar Canada LLC was liquidated and the 50% interest in International Tunneling Services Holding B.V. was sold to a third party.

Name LocationShare in

issued capital

%

Fully consolidated subsidiaries:

Atlas Services Groep B.V. Amsterdam, the Netherlands 100%

Match4Jobs B.V. Amsterdam, the Netherlands 100%

Atlas Tristar B.V. Amsterdam, the Netherlands 100%

Atlas Eurosailor B.V. Amsterdam, the Netherlands 100%

Eurosailor Sia Riga, Latvia 100%

Eurosailor LLC Odessa, Ukraine 100%

LaCrosse Consultants Belgium bvba Mol, Belgium 100%

Atlas Ship Delivery B.V. Amsterdam, the Netherlands 100%

Atlas Personnel Services B.V. Amsterdam, the Netherlands 100%

Atlas Detachering B.V. Amsterdam, the Netherlands 100%

Atlas Geophysics B.V. Amsterdam, the Netherlands 100%

Atlas Seistech UK Ltd Newquay, United Kingdom 100%

D.O.O.R. Nederland B.V. Amsterdam, the Netherlands 100%

Atlas Services Group International B.V. Amsterdam, the Netherlands 100%

Atlas Services Group International Ltd Limassol, Cyprus 100%

Atlas Services Group Australia PTY Ltd Malvern, Australia 100%

Marine Employment PTY Ltd Malvern, Australia 100%

Atlas Employability Services B.V. Amsterdam, the Netherlands 100%

Atlas Consultancy Services B.V. Amsterdam, the Netherlands 100%

Proportionally consolidated subsidiaries:

Maritiem Personnel Services B.V. Capelle a/d IJssel, the Netherlands 50%

International Crew Services B.V. Amsterdam, the Netherlands 50%

International Crew Services Offshore Ltd Limassol, Cyprus 50%

Jaymar La Crosse Ltd Limassol, Cyprus 50%

Jaymar do Brasil Servicos e Consutorio em Atividades Maritimas Ltda Macae, Brazil

50%

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Principles for the translation of foreign currenciesForeign currency transactionsTransactions denominated in foreign currency are translated into the relevant functional currency of the group companies at the exchange rate applying on the transaction date. Monetary assets and liabilities denominated in foreign currency are translated into the functional currency at the balance sheet date at the exchange rate applying on that date. Non-monetary assets and liabilities in foreign currency that are stated at historical cost are translated into Euros at the applicable exchange rates on the transaction date. Translation gains and losses are taken to the profi t and loss account as expenditure.

Foreign operationsThe assets and liabilities of foreign operations are translated into Euros at exchange rates applying on the reporting date. Income and expenses of foreign operations are translated into Euros at the exchange rate on the transaction date.

Translation gains and losses are taken to the reserve for translation differences.

Financial instrumentsFinancial instruments include trade and other receivables, cash items, loans and other fi nancing commitments and current liabilities.

Financial instruments are initially recognised at fair value. After initial recognition, fi nancial instruments are valued at amortised cost using the effective interest method, less impairment losses.

Hedge accountingThe company uses interest rate swap contracts to hedge interest rate risks resulting from fi nancing. The company applies cost price hedge accounting in order to simultaneously recognise both the results from changes in the value of the interest rate swap contract and the hedged receivable or payable in the profi t and loss account.

The application of cost price hedge accounting leads to the following exception to the above-mentioned accounting principles for fi nancial instruments.

Derivatives arising from fi nancing transactions are initially carried at cost. As long as the interest rate swap contract concerns an expected future transaction, the interest rate swap contract will not be revalued. As soon as the hedged position of the expected transaction leads to the recognition of a fi nancial asset or fi nancial liability, the profi ts or losses associated with the interest rate swap contract are recognised in the profi t and loss account in the same period in which the asset or liability affects the profi t or loss.

The results from the non-effective part of the hedge relationship are included in the profi t and loss account.

If an interest rate swap contract no longer qualifi es for hedge accoun ting, expires or is sold,the hedging relationship is terminated. The cumulative gain or loss previously not recognized in

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23

the profi t and loss account is recognized in the balance sheet as deferred income/liability until the transaction has taken place. When it is expected that the transaction will not take place anymore, the cumulative gain or loss is reclassifi ed to profi t or loss.

Intangible fi xed assets Development costsDevelopment costs are capitalised insofar as they are incurred for potentially profi table projects and are stated at cost. These mainly comprise the cost of direct labour; upon termination of the development phase, the capitalised costs are amortised over estimated useful lives. Amortisation takes place on the straight-line basis, based on an estimated useful life of fi ve years. Other costs for research and development are charged to the result in the period to which they relate.

A legal reserve is formed for the capitalised development costs that have not yet been amortised.

GoodwillGoodwill represents the excess of the cost of an acquisition over the company’s interest in the fair value of acquired assets and liabilities and contingent liabilities assumed at the date of acquisition. Goodwill paid on acquisition of foreign assets and liabilities is translated at exchange rates at the date of the acquisition. Goodwill is not being amortised, but is directly deducted from shareholders’ equity.

SoftwareSoftware licences are capitalised on the basis of the cost incurred to acquire the software and make it ready for use. Amortisation costs are charged to the profi t and loss statement using the straight-line method, based on an estimated useful life of two years.

Tangible fi xed assetsTangible fi xed assets are stated at cost of purchase or cost of conversion, less accumulated depreciation.

Depreciation is recognised in profi t or loss on a straight-line basis over the estimated useful lives of each item of the tangible fi xed assets.

The following rates of depreciation are applied:

• Buildings : 5%;

• Other tangible fi xed assets : 20%.

Maintenance expenditures are capitalised when the maintenance expenditures extend the useful life of the asset.

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Financial fi xed assets Participating interests where signifi cant infl uence is exercised over the business and fi nancial policy are valued according to the equity method on the basis of net asset value. The net asset value is calculated on the basis of the accounting principles of the company. Participating interests with a negative net asset value are valued at nil. In the case that the company guarantees the debts of the respective participating interest, a provision is recognised. This provision is primarily recognised to the debit of the receivables on the respective participating interest and for the remainder presented under provisions for the part of the share of the losses incurred by the participating interest, or for the estimated payments by the company on behalfof these participating interests.

Participating interests where no signifi cant infl uence is exercised are stated at cost less any accumulated impairment losses.

The loans to non-consolidated participating interests are included at amortised cost using the effective interest method.

The accounting policies for other fi nancial fi xed assets are included under the heading ‘fi nancial instruments’.

Dividends are recognised in the period in which they are declared. Interest income is recognised in the profi t and loss account as it accrues, using the effective interest method. Any profi t or loss is recognised in the profi t and loss as accounted for under fi nancial income or expenses.

Impairment or disposal of fi xed assetsThe company states intangible, tangible and fi nancial fi xed assets in accordance with accounting principles generally accepted for fi nancial reporting in the Netherlands. Pursuant to these principles, assets with a long life should be reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists the assets’ recoverable amount is estimated. The recoverable amount is calculated as the present value of estimated future cash fl ows, discounted at the effective interest rate.

If the book value of an asset exceeds the recoverable amount, an impairment is charged to the income statement equal to the difference between the carrying amount and the recoverable amount. Assets for sale are stated at the carrying amount or lower market value, less selling costs.

Trade and other receivablesThe principles for the valuation of trade and other receivables are described under the heading ‘fi nancial instruments’.

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Shareholders’ equityFinancial instruments that are designated as equity instruments by virtue of the economic reality are presented under shareholders’ equity. Payments to holders of these instruments are deducted from the shareholders’ equity as part of the profi t distribution.

Financial instruments that are designated as a fi nancial liability by virtue of the economic reality are presented under liabilities. Interest, dividends, income and expenditure with respect to these fi nancial instruments are recognised in the profi t and loss as fi nancial income or expense.

Employee benefi tsDefi ned contribution plansGroup companies have various defi ned contribution pension schemes in accordance with the local conditions and practices in the countries in which they operate. The schemes are generally funded through payments to insurance companies or trustee administered funds as determined by periodic actuarial calculations. The group has no legal or constructive obligations to pay further contributions if the fund does not hold suffi cient assets to pay all employee benefi ts relating to employee service in the current and prior periods.

Obligations for contributions to defi ned contribution pension plans are recognised as an expense in profi t or loss when they are due.

Defi ned benefi t plansA specifi c group of employees working in the Dutch maritime sector are participants in the Stichting Bedrijfstakpensioenfonds Koopvaardij (industry pension fund for employees of the Dutch merchant fl eet). This pension scheme is technically a defi ned benefi t scheme, but is treated in the fi nancial statements as if it were a defi ned contribution scheme because the group has no legal or constructive obligation to pay further contributions if the fund does not hold suffi cient assets to pay all employee benefi ts relating to employee service in the current and prior periods.

Non-current liabilitiesThe valuation of non-current liabilities is explained under the heading ‘fi nancial instruments’.

Current liabilitiesThe valuation of current liabilities is explained under the heading ‘fi nancial instruments’.

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Revenue accountingServicesRevenue from services rendered is recognised in the profi t and loss account in proportion to the stage of completion of the transaction at the reporting date. The stage of completion is assessed by reference to surveys of work performed, which is normally based on records of time worked.

Costs of outsourced work and other external costs This concerns costs that are directly attributable to net sales.

Share in the result from participating interests The share in the result from participating interests consists of the share of the group in the result of these participating interests. Results on transactions, where the transfer of assets and liabilities between the group and the non-consolidated participating interests and mutually between non-consolidated participating interests themselves, are not recognised as they canbe deemed as not realised.

The results of participating interests acquired or sold during the fi nancial year are stated in the group result from the date of acquisition or until the date of sale respectively.

Corporate income tax Corporate income tax expense comprises current and deferred tax. Corporate income tax expense is recognised in the profi t and loss account except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided for temporary differences between the carrying amounts of assets and liabilities for fi nancial reporting purposes and the amounts used for taxation purposes.

A deferred tax asset is recognised to the extent that it is probable that future taxable profi tswill be available against which temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefi t will be realised.

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Cash fl ow statement The cash fl ow statement has been prepared using the indirect method. Cash fl ows in foreign currency are translated into Euros at the average weighted exchange rates at the dates of the transactions.

Determination of fair valueA number of disclosures require the determination of fair values, for both fi nancial andnon-fi nancial assets and liabilities. For measurement and disclosure purposes, the fair valueis determined on the basis of the following methods:

Financial assetsThe fair value of fi nancial assets is determined on the basis of the listed closing (bid) price as at reporting date. The fair value of investments held to maturity is only determined for the benefi t of the disclosures.

Trade and other receivablesThe fair value of trade and other receivables is estimated at the present value of future cash fl ows.

Non-derivative fi nancial obligations The fair value of non-derivative fi nancial commitments is only determined for disclosure purposes and is calculated on the basis of the net present value of future repayments and interest payments, discounted at the market interest rate, including a margin for the relevant risks as at the reporting date. For fi nancial leases, the market interest rate is determined using comparable leasing agreements.

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1 Intangible fi xed assetsThe movements of intangible fi xed assets can be shown as follows:

The capitalised development costs relate to the Match4Jobs initiative. The advanced internet based technology of Match4Jobs is an automated tool for matching job applicants and vacancies. Match4Jobs fi nalised its development stage and has started its commercial operations in May 2009.

Software relates to purchased software that is capitalized at cost, including costs of installation of the software. Software is amortised using the straight-line method over the term of the licenses (two years).

Development costs

Concessions, licences and intellectual

property rights

Total

EUR EUR EUR

Balance as at 1 January 2009 :• At cost value 632,836 50,519 683,355• Accumulated amortisation and impairment 0 -28,125 -28,125

• Carrying amount 632,836 22,394 655,230

Changes in book value :• Exchange rate differences 0 -22 -22• Investments 237,227 0 237,227• Amortisation -116,558 -19,891 -136,449

• Balance 120,669 -19,913 100,756

Balance as at 31 December 2009 :• At cost value 870,063 50,519 920,582• Accumulated amortisation and impairment -116,558 -48,038 -164,596

• Carrying amount 753,505 2,481 755,986

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2 Tangible fi xed assets The movements of tangible fi xed assets are as follows:

BuildingsOther fi xed

operating assets

Total

EUR EUR EUR

Balance as at 1 January 2009 :• At cost value 1.391.081 1.106.405 2.497.486• Accumulated depreciation and impairment -253.744 -582.882 -836.626

• Carrying amount 1.137.337 523.523 1.660.860

Changes in book value :• Exchange rate differences -552 -1.156 -1.708• Investments 22.128 106.779 128.907• Depreciation -63.942 -173.015 -236.957

• Balance -42.366 -67.392 -109.758

Balance as at 31 December 2009 :• At cost value 1.413.209 1.213.184 2.626.393• Accumulated depreciation and impairment -318.238 -757.053 -1.075.291

• Carrying amount 1.094.971 456.131 1.551.102

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The participating interest related to the group’s shareholding in International Tunneling Services Holding B.V. This shareholding was sold to a third party in 2009.

The group has issued a loan of USD 800,000 (2008: USD 755,000) to joint-venture company Jaymar La Crosse Limited (Cyprus). Interest accrues at 6% per annum. The loan matures on31 December 2010 but will be continued in all probability to fi nance the expansion of the activities. Since the joint-venture has been proportionally consolidated, only 50% of the loanis recorded in the consolidated balance sheet.

The group has issued a loan of EUR 462,500 to joint-venture company International Crew Services B.V. Interest accrues at 7% per annum. This loan is repayable in fi ve equal annual instalments, starting 31 October 2008. During 2009 EUR 277,500 has been repaid. Since the joint-venture has been proportionally consolidated, only 50% of the loan is recorded in the consolidated balance sheet. The loan is included under current assets because it is likely thatthe full amount will be repaid in 2010.

Other receivables relate partly to a loan to a participant in two joint-ventures. This loan amounted to GBP 300,000 and accrued interest at 3% per annum. This loan has been fully repaid in 2009.

A second part of other receivables relates to a loan provided to an agent in Indonesia for a total amount of USD 77,547. Interest accrues at 5% per annum. This loan is repayable upon request but not later than in 2010. The cooperation agreement with the agent will be renewed in 2010 and the expectation is that the repayment term will be extended beyond 2010. Since the loan was issued by a joint-venture company that has been proportionally consolidated, only 50% of the loan is recorded in the consolidated balance sheet.

Participating interests

Accounts receivable from

participating interests

Other receivables

Total

EUR EUR EUR EUR

Balance as at 1 January 2009 : 64,168 499,086 335,670 898,924

Changes :• Exchange differences 0 -24,756 26,183 1,427• Investments and loans provided 0 36,000 0 36,000

• Divestments and redeemed loans 0 -231,250 -334,800 -566,050

• Divestments participating interests -191,148 0 0 -191,148• Share in result of participating interests 126,980 0 0 126,980

Balance as at 31 December 2009 : 0 279,080 27,053 306,133

3 Financial fi xed assets The movements of fi nancial fi xed assets can be shown as follows:

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32

Trade receivablesThe trade receivables are due within one year.

Trade receivables of EUR 7,646,708 (2008: EUR 9,028,244) have been pledged as collateral for liabilities to credit institutions.

Accounts receivable from other subsidiariesThis category includes an amount of EUR 92,500 (2008: EUR 375,000) not due within one year.

Receivables from shareholdersReceivables from shareholders are due within one year.

Deferred tax assetsDeferred income taxes are calculated in full on temporary differences using a principal tax rate of 25.5%. Deferred income tax assets are recognised for tax losses carry-forwards to the extent that realisation of the related tax benefi t through future taxable profi ts is probable. The deferred tax assets include an amount of EUR 884,248 (2008: EUR 970,000) with a maturity longer than one year.

5 Cash and cash equivalents An amount of EUR 4,662,383 (2008: EUR 362,533) is available on demand.

6 Group equity Shareholders’ equity is further disclosed in the notes to the entity accounts (under note 20).

2009 2008

EUR EUR

Trade receivables 8‚872,448 10‚458,284Less: provision for doubtful debtors -1‚003,611 -296,486

7‚868,837 10‚161,798Sales to be invoiced 4‚906,827 4‚344,786Accounts receivable from other subsidiaries 92,500 493,356Receivables from shareholders 25,998 694,596Deferred tax assets 977,946 1‚076,255Other receivables 1‚709,577 196,502Prepayments and accrued income 271,122 249,976

15‚852,807 17‚217,269

4 Trade and other receivables

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Mortgage loanThe mortgage loan from ING Bank N.V. relates to the offi ce building Westersingel 91 in Rotterdam. This loan carries a variable interest based on 3 month EURIBOR plus a mark-up. In 2008 the company hedged the variable EURIBOR rate exposure by entering into a variable-fi xed interest rate swap.The resulting fi xed interest rate is 4.35%.

The annual instalments are EUR 25,000. The maturity over fi ve years amounts to EUR 362,500.

During 2009 the mortgage loan which carried interest at a fi xed rate of 4.9% per annum has beenfully repaid at the interest expiration date.

Securities granted for all fi nancing obtained from ING Bank N.V. are disclosed under current liabilities.

2009 2008

EUR EUR

Debts to credit institutions :• Mortgage loan 462,500 975,000• Acquisition loan 2‚240,000 2‚880,000Debts to participants in joint-venture companies 279,080 406,586Debts to shareholders 0 1‚024,000

2‚981,580 5‚285,586

EUR

Principal amount 1‚300,000Repaid up to 31 December 2008 -270,000

Outstanding principal amount as at 1 January 2009 1‚030,000

Repayments in 2009 -542,500

Outstanding principal amount as at 31 December 2009 487,500

Current portion as at 31 December 2009 -25,000

Non-current as at 31 December 2009 462,500

7 Non-current liabilities

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Acquisition loanEffective 1 May 2008 the company acquired the activities of GSS Ltd (Gibraltar) and Seistech Ltd (UK). The company obtained an acquisition loan from ING Bank N.V. for an amount of EUR 3,200,000. This loan carries interest at 3 month EURIBOR plus a mark-up. In 2008 the company hedged the variable EURIBOR rate exposure by means of a variable-fi xed interest rate swap. The resulting fi xed interest rate is 4.85%.

The mortgage loan is repayable in quarterly instalments of EUR 160,000, starting 1 July 2009. The maturity over fi ve years amounts to nil.

Debts to participants in joint-venture companiesThe total amount relates partly to a loan issued to International Crew Services B.V. by a participant in that company. The loan amounts to EUR 185,000 and carries interest at 7% per annum. The loan is repayable in fi ve equal annual instalments, but is subject to the funding needs of International Crew Services B.V. Since International Crew Services B.V. is a joint-venture company that has been proportionally consolidated, 50% of the loan remains in the company’s consolidated balance sheet. This amount is however presented under current liabilities because it is likely that the remaining amount will be repaid in 2010.

The second part of these debts relates to a loan issued to Jaymar La Crosse Ltd. by a participant in that company. This loan amounts to USD 800,000 and carries interest at 6% per annum. The loan is repayable per 31 December 2010, but repayment is subject to the funding needs of Jaymar La Crosse Ltd. Since joint-venture company Jaymar La Crosse Ltd. has been proportionally consolidated, 50% of the loan remains in the company’s consolidated balance sheet.

Debts to shareholdersThese debts were related to loans issued to Bunel Personnel Services B.V. by the two shareholders. Two loans amounted to EUR 350,000 each and carried interest at 4% per annum. A third loan amounted to EUR 324,000 and carried interest at 1 month EURIBOR plus a mark-up. All loans have been repaid in 2009.

EUR

Principal amount 3‚200,000Repaid up to 31 December 2008 0

Outstanding principal amount as at 1 January 2009 3‚200,000

Repayments in 2009 -320,000

Outstanding principal amount as at 31 December 2009 2,880,000

Current portion as at 31 December 2009 -640,000

Non-current as at 31 December 2009 2,240,000

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8 Current liabilities

Debts to credit institutionsAtlas Services Groep B.V. and its Dutch subsidiaries, together with Match4Jobs B.V., have a credit facility with ING Bank N.V. for a total amount of EUR 7,000,000. The maximum amount available under this facility is 70% of trade receivables not older than 90 days. For an amount of EUR 3,500,000 the variable EURIBOR rate exposure has been hedged by means of a variable-fi xed interest rate swap. The resulting fi xed interest rate is 4.41%.

The parties to this credit facility and Bunel Personnel Services B.V. are jointly and severally liable. The security provided to ING Bank N.V. also covers the mortgage loan and acquisition loan and consists of:

• fi rst mortgage collateral on the offi ce building Westersingel 91 in Rotterdam;

• subordination of EUR 700,000 loan from Bunel Personnel Services B.V. to Atlas Services Groep B.V.;

• no dividend distribution to Bunel Personnel Services B.V. as long as the solvability margin of Atlas Services Groep B.V. is less than 30%;

• pledge on trade accounts receivable;

• pledge on plant and equipment.

2009 2008

EUR EUR

Debts to credit institutions 982,529 1,779,415Accounts payable to suppliers and trade creditors 2,249,260 2,374,676Debts to other subsidiaries 0 106,425Income tax liability 310,111 135,679Other taxes and social security contributions due 2,299,760 1,262,424Other liabilities 5,111,665 5,429,936

10,953,325 11,088,555

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36

Other taxes and social security contributions due

Other liabilities

Other liabilities are due within one year.

Financial instruments

GeneralThe Group has exposure to the following risks from its use of fi nancial instruments:

• Credit risk;

• Liquidity risk;

• Market risk.

This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risk.

Management has the overall responsibility for the establishment and oversight of the Group’s risk management framework and is responsible for developing and monitoring the Group’s risk management policies.

2009 2008

EUR EUR

Wage tax 1,292,693 912,237VAT 769,038 304,537Social security contributions 238,029 45,650

2,299,760 1,262,424

2009 2008

EUR EUR

Net wages 1,842,463 1,988,094Holiday pay and holiday days 983,480 791,951Pension liabilities 312,405 205,762Other accrued employee costs 179,815 159,948Goodwill payable 16,660 613,761Invoices to be received 902,327 732,328Other accruals 874,515 938,092

5,111,665 5,429,936

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The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to refl ect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

Credit risk Credit risk represents the fi nancial loss that would have to be recognised at the reporting date if a customer or counterparty to a fi nancial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers. The Group has no signifi cant concentration of credit risk. The Group has policies in place to ensure that sales of services are made to customers with an appropriate credit history.

Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its fi nancial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have suffi cient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

The Group periodically monitors cash fl ow requirements and optimises its cash return on investments. The Group ensures that it has suffi cient cash on demand to meet expected operational expenses for a certain period, including the servicing of fi nancial obligations. The Group has an overdraft facility. More details about the overdraft facility are disclosed under the current liabilities.

Market risk GeneralMarket risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of fi nancial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk.

The Group buys derivatives in the ordinary course of business, and also incurs fi nancial liabilities in order to manage market risks.

Foreign currency riskThe main part of the Group’s business is Euro denominated. The Group has exposure to foreign exchange risk as a consequence of activities denominated in non-Euro currencies, mainly the US Dollar, British Pound, Brazilian Real and the Australian Dollar.

These exposures are not being hedged, but it is the Group’s standard operating procedure that incoming and outgoing cash fl ows in relation to people seconded have to be in the same currency.

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Interest rate risk The Group’s income and operating cash fl ows are substantially independent of changes in market interest rates. The Group has no signifi cant interest-bearing assets.

The Group has hedged its variable interest rate risks by entering into a number of variable-to-fi xed interest rate swaps with ING Bank N.V. Under these interest rate swaps the Group agreed to exchange the difference between fi xed contract rates and fl oating (EURIBOR based) interest amounts calculated by reference to the agreed notional principal amounts.

Fair value With the exception of the interest rate swaps, most of the fi nancial instruments stated on the balance sheet, including accounts receivable, cash at bank and in hand and current liabilities, are close to the carrying amount. At year-end 2009 the total marked-to-market value of the interest rate swaps entered into with ING Bank N.V. amounted to EUR 558,872 negative. Because one interest rate swap agreement has become ineffective, its negative marked-to-market value(EUR 317,529) has been included under current liabilities on the balance sheet.

Off-balance sheet assets and commitments

Long term fi nancial obligations Long-term unconditional obligations have been entered into in respect of rent and operating leases.

As at 31 December 2009, the liabilities arising from offi ce rents amounted to EUR 918,412(2008: EUR 524,120). EUR 659,097 of the total commitments is not due within one year, and EUR 3,644 is due after fi ve years.

As at 31 December 2009, the liabilities arising from operating lease agreements for company cars amounted to EUR 492,368 (2008: EUR 655,774). EUR 282,569 of the total commitmentsis not due within one year, and no amounts are due after fi ve years.

As at 31 December 2009, the liabilities arising from operating lease and maintenance agreements for offi ce equipment amounted to EUR 44,164 (2008: EUR 77,671). EUR 26,011 of the total commitments is not due within one year, and no amounts are due after fi ve years.

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9 Net turnover The net turnover per service line can be specifi ed as follows:

The Group is supplying technical professionals globally to a widely diversifi ed international client base. Given the truly global nature of the business it is not possible to segment net turnover geographically in a way that would provide additional insight into the risk profi le of net turnover.

10 Cost of sales The cost of sales per service line can be specifi ed as follows:

The cost of sales by cost category can be specifi ed as follows:

2009 2008

EUR EUR

Oil & Gas 28,001,749 24,748,053Maritime 38,966,691 27,336,725Seismic / Hydrographic 13,555,042 16,337,821Other 243,837 1,057,642

80,767,319 69,480,241

2009 2008

EUR EUR

Oil & Gas 22,028,815 19,487,103Maritime 30,209,941 22,199,451Seismic / Hydrographic 11,704,176 13,949,990Other 21,077 774,419

63,964,009 56,410,963

2009 2008

EUR EUR

Wages and salaries 38,122,211 32,151,666Social security charges 2,288,192 1,986,658Pension costs 792,743 536,445Other costs 7,909,457 5,082,350Subcontracted work/consultants 14,851,406 16,653,844

63,964,009 56,410,963

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Field staffDuring the 2009 fi nancial year, the average number of fi eld employees in the Group, converted into full-time equivalents, amounted to 950 (2008: 794) employees. Field staff (average number) can be split in the following categories:

11 Social security chargesThe social security charges can be specifi ed as follows:

2009 2008

Field staff by activity :• Oil & Gas 173 163• Maritime 698 536• Seismic/Hydrographic 79 95

950 794

Field staff by company : Fully consolidated companies 758 671Partly consolidated companies 192 123

950 794

Field staff by geography :Netherlands 493 551Outside Netherlands 457 243

950 794

2009 2008

EUR EUR

Social security charges 616,549 459,763Pension costs 91,734 70,635

708,283 530,398

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Offi ce staffDuring the 2009 fi nancial year, the average number of employees in the Group, converted into full-time equivalents, amounted to 99 (2008: 91) employees.

12 Amortisation and depreciation on intangible and tangible fi xed assets

2009 2008

Offi ce staff by company :Fully consolidated companies 85 77Partly consolidated companies 14 14

99 91

Offi ce staff by geography :Netherlands 67 60Outside Netherlands 32 31

99 91

2009 2008

EUR EUR EUR EUR

Intangible fi xed assetsLicences 19,891 22,967Development costs 116,558 0

136,449 22,967

Tangible fi xed assetsLand and buildings 63,942 60,132Furnitures and fi xtures 63,507 57,830Computer equipment and software 98,407 85,028Cars 11,101 16,994

236,957 219,984

373,406 242,951

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13 Other operating expenses

14 Interest receivable and similar income

15 Interest payable and similar charges

2009 2008

EUR EUR

Provision doubtful debtors 761,026 137,485

761,026 137,485

2009 2008

EUR EUR

Loans 465,854 431,691Ineffective interest rate swap 317,529 0Tax and social security authorities 3,217 11,914Foreign exchange differences 93,650 0Banking fees 57,920 55,166Other 20,189 13,773

958,359 512,544

2009 2008

EUR EUR

Loans 19,533 79,880Foreign exchange differences 0 25,752Shareholders 11,313 0Participating interest 14,123 0Payment differences 36 1,618Other 21,039 7,958

66,044 115,208

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16 Taxation on result on ordinary activitiesFor corporate income tax purposes the company constitutes a fi scal unity with Atlas Services Groep B.V., Atlas Personnel Services B.V., Atlas Detachering B.V., Atlas Eurosailor B.V., Atlas Tristar B.V., Atlas Services Group International B.V., Atlas Geophysics B.V., D.O.O.R. Nederland B.V., Atlas Employability Services B.V., Atlas Consultancy Services B.V. and Atlas Ship Delivery B.V.

Corporate income tax is allocated to each company according to the portion for which the company involved would be assessed if it were an independent tax payer, taking account of any tax relief facilities available to the company.

The applicable weighted average tax rate is 31.7% (2008: 25.1%). The tax charge in the profi t and loss account over 2009 amounts to EUR 1,390,452 or 27.8% of the result before taxes (2008: 26.7%) and includes the following components:

At year-end 2009 tax losses for an amount of EUR 376,622 remain to be offset against future profi ts.

Transactions with related parties Transactions with related parties include relationships between the company, the company’s participating interests and the company’s directors and executive offi cers (key management personnel).

In its normal course of business, the company buys and sells services from and to various related parties in which the company has an interest of 50% or less. Generally, these transactions are conducted on a commercial basis under comparable conditions that apply to transactions with third parties. In 2009, the purchase of services from related parties amounted to EUR 491,152, and the sale of services to related parties amounted to EUR 713,979. As at 31 December 2009, the accounts receivable from related parties amounted to EUR 305,079, while amounts owed to related parties amounted to EUR nil.

2009 2008

EUR EUR

Tax liability over current fi nancial year 1,513,615 1,114,021Deferred tax liability 86,045 129,038Adjustment for prior periods -209,208 -140,575

Tax liability 1,390,452 1,102,484

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44

(before appropriation of profi t)

Company balance sheet as at 31 December 2009 (before appropriation of profi t)

2009 2008

EUR EUR EUR EUR

Fixed assetsFinancial fi xed assets 17 7,224,435 4,317,758

7,224,435 4,317,758

Current assetsTrade and other receivables 18 3,043,820 1,626,236Cash and cash equivalents 19 6,024 1,839

3,049,844 1,628,075

10,274,279 5,945,833

Shareholders’ equity 20Issued capital 225,000 225,000Reserve for exchange differences 82,942 0Legal reserves 1,441,775 818,121Other reserves 2,963,379 265,098Unappropriated result 4,757,490 3,101,123

9,470,586 4,409,342

Provisions 21 454,576 0Non-current liabilities 0 1,024,000Current liabilities 22 349,117 512,491

10,274,279 5,945,833

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Company profi t and loss account forthe year ended 31 December 2009

2009 2008

EUR EUR

Share in result from participating interests after taxation

23 4,651,606 2,928,583

Other result after taxation 105,884 172,540

4,757,490 3,101,123

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46

GeneralThe consolidated fi nancial statements are part of the 2009 fi nancial statements of the company. With regard to the company profi t and loss account, the company applies the exemption of article 2:402 BW.

If there is no further explanation provided to the items in the balance sheet and the profi t and loss account, reference is made to the notes in the consolidated balance sheet and profi t and loss account.

Principles for the valuation of assets and liabilities and the determination of the result The principles for the valuation of assets and liabilities and the determination of the result are the same as those applied to the consolidated profi t and loss account with the exception of the following:

Shareholders’ equity/loan capitalFinancial instruments are presented in the consolidated fi nancial statements on economic reality. In the company-only fi nancial statements, fi nancial instruments are presented on legal form.

Provisions Provisions should be valued either at the nominal value of the expenses expected to be incurred in settling the liabilities and losses or at the present value of these expenses.

A provision is recognized if:

• The company has a legal or constructive obligation, arising from a past event; and

• If there is a probable outfl ow of resources; and

• The amount can be estimated reliably.

The provision of EUR 454,576 relates to group companies.

Notes to the 2009 company fi nancial statements

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47

17 Financial fi xed assets

The movements of fi nancial fi xed assets can be shown as follows:

For details on accounts receivable from participating interests and the other receivables, reference is made to note 3 - Financial fi xed assets.

2009 2008

EUR EUR

Participating interests in group companies 5,461,689 2,169,759Other subsidiaries 1,062,746 677,339Accounts receivable from group companies 700,000 700,000Accounts receivable from other subsidiaries 0 462,500Other receivables 0 308,160

7,224,435 4,317,758

Partici-pating

interests in group

companies

Other partici-pating

interests

Accounts receivable

from group companies

Accounts receivable from other

partici-pating

interestsOther

receivables Total

EUR EUR EUR EUR EUR EUR

Balance as at 1 January 2009 : 2,169,759 677,339 700,000 462,500 308,160 4,317,758

Changes :• Exchange differences 303,755 0 0 0 25,440 329,195 • Divestment and redeemed loans 0 0 0 -462,500 -333,600 -796,100 • Value adjustments / impairments 454,576 0 0 0 0 454,576 • Share in result of

participating interests 2,533,599 1,094,707 0 0 0 3,628,306 • Divestment participating interest 0 -209,300 0 0 0 -209,300 • Dividends declared 0 -500,000 0 0 0 -500,000

Balance as at 31 December 2009 : 5,461,689 1,062,746 700,000 0 0 7,224,435

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48

The company, with statutory seat in Amsterdam, is a holding company and has the following fi nancial interests:

18 Trade and other receivables

Receivables from participating interests include a total amount of EUR 0 (2008: EUR 500,000) not due within one year.

19 Cash and cash equivalentsAll amounts are available on demand.

Name LocationShare in

issued capital

%

Consolidated subsidiaries:

Atlas Services Groep B.V. Hoofddorp, the Netherlands 100%

Match4Jobs B.V. Hoofddorp, the Netherlands 100%

Maritiem Personnel Services B.V. Capelle a/d IJssel, the Netherlands 50%

International Crew Services B.V. Capelle a/d IJssel, the Netherlands 50%

2009 2008

EUR EUR

Trade receivables 0 7,672Accounts receivable from group companies 1,426,596 0Accounts receivable from other subsidiaries 0 737,886Taxes and security premiums 2,513 7,976Income tax 211,560 181,912Other receivables 1,200,511 4,622Current portion loan 185,000 0Receivables from participating interests 17,640 686,168

3,043,820 1,626,236

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49

20 Shareholders’ equity

Issued capitalThe authorised capital of the company amounts to EUR 900,000 (2008: EUR 900,000) and comprises 10,000 cumulative preference shares of EUR 45 and 10,000 ordinary shares of EUR 45 each. 5,000 ordinary shares have been issued.

Reserve for exchange differencesForeign exchange differences resulting from the translation of foreign operations (including group loans to foreign units) are recognised in the reserve for exchange differences. When an associate is disposed of, the related accumulated foreign exchange difference is transferred to other reserves.

Other legal reservesOther legal reserves include amongst other things the following:

• EUR 686,380 (2008: EUR 183,395) relates to profi ts retained from participating interests. The legal reserve was calculated in accordance with the collective method;

• An amount of EUR 753,505 (2008: EUR 632,836) relates to capitalised development costs.

Unappropriated resultsThe General Meeting of Shareholders will be asked to approve the following appropriation of the 2009 profi t after tax: an amount of EUR 4,757,490 to be added to the other reserves.

Issued capital

Reserve for exchange

differencesOther legal

reservesOther

reserves

Unappro-priated result Total Total 2008

EUR EUR EUR EUR EUR EUR EUR

Balance as at 1 January 2009: 225,000 0 818,121 265,098 3,101,123 4,409,342 4,498,717

Changes :• Goodwill write-down 0 0 0 0 0 0 -3,024,121

• Net result 0 0 0 0 4,757,490 4,757,490 3,101,123

• Research anddevelopment 0 0 120,669 -120,669 0 0 0

• Result appropriation 0 0 0 3,101,123 -3,101,123 0 0

• Exchange ratedifferences 0 301,453 0 0 0 301,453 -166,377

• Net result former years 0 0 0 2,301 0 2,301 0

• Reallocation 0 -218,511 502,985 -284,474 0 0 0

Balance as at 31 December 2009 : 225,000 82,942 1,441,775 2,963,379 4,757,490 9,470,586 4,409,342

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50

21 Provisions

This provision relates to group companies with a negative net asset value for which the debts are (effectively) guaranteed.

22 Current liabilities

Off-balance sheet commitments

Several liability and guarantees As described under note 7, the company is jointly and severally liable for the funding provided by ING Bank N.V. to Atlas Services Groep B.V. and certain of its group companies.

In addition, guarantees for approximately EUR 0 have been issued to the benefi t of the consolidated participating interests at year-end 2009 (2008: EUR 21,000). There are no guarantees issued for non-consolidated participating interests.

Fiscal unity The company constitutes a fi scal unity for corporate income tax purposes with the subsidiaries listed under note 16. The standard conditions prescribe that all companies of the fi scal unity are jointly and severally liable for the corporate income tax payable.

2009 2008

EUR EUR

Provision negative asset values group companies 454,576 0

454,576 0

2009 2008

EUR EUR

Debts to group companies 204,791 313,942Debts to other subsidiaries 21,056 0Accounts payable to suppliers and trade creditors 0 18,519Other liabilities 123,269 180,030

349,116 512,491

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51

Fees of the auditor With reference to Section 2:382a (1) and (2) of the Netherlands Civil Code, the following fees for the fi nancial year have been charged by KPMG Accountants N.V. to the Company, its subsidiaries and other consolidated entities:

23 Share in result of participating interests, after taxation Share in result of participating interests includes an amount of EUR 1.1 million related to the book profi t of the sold interest in International Tuneling Services Holding B.V.

An amount of EUR 2,533,599 (2008: EUR 2,063,163) of the share in results from participating interests relates to group companies.

24 Emoluments of directors and supervisory directors The emoluments, including pension obligations as intended in Section 2:383 (1) of the Netherlands Civil Code, which were charged in the fi nancial year to the company and group companies, amounted to EUR 1,129,000 (2008: EUR 915,000) for directors and former directors, and EUR 32,500 (2008: EUR 15,000) for supervisory directors and former supervisory directors.

Hoofddorp, 17 May 2010

The Board of Directors: The Supervisory Board:

M.J.M. Burghouwt H.A.L. van Hoof (Chairman)

R.G.H.A.M. Neelissen H.K. Kroeze

W.A.W. Wolfs

J.T. van Leeuwen

J.H. Scholten

KPMG Accountants

N.V.

Other KPMG

networkTotal

KPMG Total

2009 2009 2009 2008

EUR EUR EUR EUR

Statutory audit of annual account 72,650 0 72,650 61,000Tax advisory services 0 38,665 38,665 25,150

72,650 38,665 111,315 86,150

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52

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53

To: the General Meeting of Shareholders of Bunel Personnel Services B.V.

Auditor’s report

Report on the fi nancial statementsWe have audited the accompanying fi nancial statements 2009 which are part of the fi nancial statements of Bunel Personnel Services B.V., Amsterdam, which comprise the consolidated and company balance sheet as at 31 December 2009, the consolidated and company profi t and loss account for the year then ended and the notes.

Management’s responsibility Management is responsible for the preparation and fair presentation of the fi nancial statements and for the preparation of the management board report, both in accordance with Part 9 of Book 2 of the Netherlands Civil Code. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the fi nancial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s responsibility Our responsibility is to express an opinion on the fi nancial statements based on our audit. We conducted our audit in accordance with Dutch law. This law requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentationof the fi nancial statements in order to design audit procedures that are appropriate inthe circumstances, but not for the purpose of expressing an opinion on the effectivenessof the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made bymanagement, as well as evaluating the overall presentation of the fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient and appropriate to providea basis for our audit opinion.

Opinion In our opinion, the fi nancial statements give a true and fair view of the fi nancial positionof Bunel Personnel Services B.V. as at 31 December 2009, and of its result for the year then ended in accordance with Part 9 of Book 2 of the Netherlands Civil Code.

Other information

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54

Report on other legal and regulatory requirements

Pursuant to the legal requirement under 2:393 sub 5 part f of the Netherlands Civil Code, we report, to the extent of our competence, that the management board report is consistent with the fi nancial statements as required by 2:391 sub 4 of the Netherlands Civil Code.

‘s-Hertogenbosch, 17 May 2010

KPMG ACCOUNTANTS N.V.

E.C.J. Heeren RA

Provisions in the Articles of Association governing the appropriation of profi t

According to article 21 of the company’s Articles of Association, the profi t is at the disposal of the General Meeting of Shareholders, which can allocate the profi t wholly or partly to the general or specifi c reserve funds.

The company can only make payments to the shareholders and other parties entitled to the distributable profi t for the amount the shareholders’ equity is greater than the paid-up and called-up part of the capital plus the legally required reserves.

Proposal for profi t appropriation

The General Meeting of Shareholders will be asked to approve the following appropriationof the 2009 profi t after tax: an amount of EUR 4,757,490 to be added to the other reserves.The result after taxes for 2009 is included under the unappropriated result item in the shareholders’ equity.

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Financial report 2009

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