Ctac N.V. — Interim / Quarterly Report 2008

Aug 28, 2008

Total number of pages: 17

P R E S S R E L E A S E

's-Hertogenbosch, 28 August 2008

Continued growth Ctac in turnover and profit in the 1st half of 2008

Key figures

	st half 1	st half 1		nd half 2
EUR million (unless stated otherwise)	2008	2007	%	2007
Turnover	35.1	22.3	58%	28.0
Gross margin	27.6	16.4	68%	22.7
Operating result (EBIT)	4.3	1.5	↑	2.2
Net profit	2.8	0.7	↑	1.0
Net earnings per share (in EUR)	0.26	0.08	↑	0.11
Average number of ordinary shares outstanding	10,711,665	8,830,879
Closing number of ordinary shares outstanding	11,326,459	8,830,879

Key points

• Turnover increased by 58% compared to the 1st half of 2007; organic increase of 33%. Compared to the 2nd half of 2007, turnover increased by 25%.
• Operating result more than doubled year-on-year; Strong improvement in operating margin (EBIT) from 6.8% to 12.3%. Margin in 2nd half of 2007 was 7.8%.
• Due to acquisition of minority interests in a number of subsidiaries, size of net profit improved relative to operating result (a larger part of the profit can be attributed to Ctac).
• Net earnings per share more than tripled from EUR 0.08 per share to EUR 0.26 per share.
• New organisation model with four divisions introduced.

Outlook

• Further strengthening of market position business units. The growth rate will subside due to Ctac's increased scale of business.
• Forecast 2008:
• o Turnover growth of 35 45%
• o Operating margin 10 13%

SAP services provider Ctac announces that turnover and result strongly increased in the 1st half of 2008. The turnover increased by 58% to EUR 35.1 million, compared with EUR 22.3 million in the 1st half of 2007 (turnover in the 2nd half of 2007 was EUR

28.0 million). Of the half-year turnover, EUR 3.6 million originated from the sale of licences and maintenance contracts. Organic turnover growth was 33%, compared with 22% in the 1st half of 2007. The operating result increased to EUR 4.3 million (operating margin 12.3%), compared with EUR 1.5 million (operating margin 6.8%) in the same period last year. The improved result was principally due to increased demand for Ctac services and greater efficiency. In addition, the results in the 1st half of 2007 were affected by investments in the back-office systems which were necessary to facilitate the continued strong growth of the organisation.

Turnover

In the 1st half of 2008, all business units of Ctac experienced higher business activity. This resulted in an increase in turnover of 58% and organic growth of 33%. Turnover comprised EUR 3.6 million from the sale of licences and maintenance contracts (1st half of 2007: EUR 2.6 million).

Turnover from Dutch activities in the 1st half of 2008 increased to EUR 29.6 million (1st half of 2007: EUR 20.3 million). Turnover of Ctac Belgium was EUR 5.5 million (1st half of 2007: EUR 1.9 million).

Turnover by division (excluding intercompany-turnover)

(in EUR x 1,000)
	st half 2008 1	st half 2007 1
Netherlands*
Ctac Small and Medium-sized Businesses	3,146	2,862
Ctac Managed Services	7,313	6,552
Ctac Professional Services	9,324	5,913
Ctac Business Services	9,795	5,003
Total for the Netherlands	29,578	20,330
Belgium	5,522	1,922
Total	35,100	22,252

* turnover segmentation according to new organisation model with 4 divisions, as introduced in May 2008

Purchase value of turnover

The make-up of turnover in the 1st half of 2008 changed with respect to the 1st half of 2007. The purchase of software licences and maintenance contracts increased slightly from EUR 1.7 million in the 1st half of 2007 to EUR 2.3 million in the 1st half of 2008. In addition, the strong increase in demand in various projects meant an increased use of external people (1st half of 2008: EUR 4.9 million; 1st half of 2007: EUR 3.2 million), which increased the purchase value of turnover.

Costs

In the 1st half of 2008, Ctac realised an operating result of EUR 4.3 million (1st half of 2007: EUR 1.5 million). Personnel costs increased by 63%, mainly because of the growth in the number of staff. In addition, personnel costs increased owing to increases in wages and higher provisions for bonuses. Owing to the increase in activities, the other operating costs increased by 30% to EUR 4.5 million (1st half of 2007: EUR 3.4 million). Depreciation increased from EUR 0.6 million in the 1st half of 2007 to EUR 1.1 million in the 1st half of 2008 owing to

investments in IT, the most important part of which occurred in the course of 2007, to facilitate the continuing growth.

Operating result from ordinary operations before tax

In the 1st half of 2008, Ctac realized an operating result of EUR 4.3 million (1st half of 2007: EUR 1.5 million). As a result, the operating margin rose to 12.3% (1st half of 2007: 6.8%). The improved result can be primarily attributed to a higher demand for Ctac services and increased efficiency. In the 1st half of 2007, the results were also affected by investments in the backoffice systems which were essential because of the continued strong growth of the organisation.

Net profits and earnings per share

In the course of Q1 2008, Ctac accelerated the acquisition of minority interests in a number of subsidiaries, stimulating cooperation between the various business units. The disappearance of those minority interests has had an impact on the third-party share in the profit and loss account. A larger part of the profit is allocated as net profit to Ctac.

Net profit for the 1st half of 2008 amounted to EUR 2.8 million, after deduction of third-party share (in connection with the minority interests in the business units mYuice, Yanta, Re-Spect, Alphalogic, NetIT Services, Ctac Belgium and IFS-Probity), compared with EUR 0.7 million in the 1st half of 2007. This translates into net earnings per share of EUR 0.26 (on the basis of 10,711,665 shares). On 28 August 2008, the total number of ordinary shares outstanding amounted to 12,076,459.

Investments

Investments in tangible fixed assets amounted to EUR 0.8 million, mostly relating to investments in laptops and infrastructure.

Investments in intangible fixed assets amounted to EUR 11.2 million. This concerned the accelerated acquisition of remaining minority interests in the business units Alphalogic, Re-Spect and Ctac Belgium, and the acquisition of Crossverge. Ctac also increased its interests in its subsidiaries mYuice and Yanta.

For the acquisition of the minority stakes in interests in Alphalogic, Re-Spect, Ctac Belgium, mYuice and Yanta, a total of 2,228,976 shares were issued, and an amount of EUR 1.0 million was paid in cash. Aggregate funding thus amounted to EUR 7.2 million.

In total, 607,958 shares were issued for the acquisition of Crossverge, and an amount of EUR 1.8 million was paid in cash. Aggregate funding for 100% ownership thus amounted to EUR 4.0 million. Ctac agreed with the shareholders of Crossverge to make a deferred payment, the amount of which will be linked to future results. This payment may be made in cash or in shares, at the discretion of Ctac.

Balance sheet structure

In the past period, Ctac N.V.'s financial reporting has been evaluated by the Executive Board and the Supervisory Board, resulting in an adjustment of the balance sheet. Until the 2007 financial year, the minority interests' item was valued in the balance sheet at net asset value and presented as "third-party share".

Further to the evaluation, it has been decided to show the minority interests separately from the shareholders' equity as a liability, as the minority interests are considered to be an obligation to acquire the shares of minority shareholders. The liability is accounted for at fair

value. The above does not have any influence on the consolidated profit and loss account. In the consolidated balance sheet as presented, this adjustment has already been taken into account. The comparative figures for 2007 have been adjusted retroactively.

Due to the growth of business operations and associated investments, the balance sheet total rose from EUR 45.8 million to EUR 51.7 million. Solvency rose to 37% (2007: 23%) due to the positive result and the acquisition of minority interests. Compared to other parties in the industry this is considered an acceptable solvency level.

The short-term bank debt amounted to EUR 8.3 million as per 30 June 2008 (as per 31 December 2007: EUR 3.1 million).

Cash flow developments

The cash flow from operating activities was positive and amounted in the 1st half of 2008 to EUR 0.9 million (1st half of 2007: EUR 0.1 million positive). In the 1st half of 2008, EUR 3.5 million was invested in tangible and intangible fixed assets.

Investments in tangible fixed assets involved replacement of IT infrastructure, new computers, servers and storage capacity for clients in the context of hosting and management activities. Investments in intangible fixed assets consisted of sums paid for the takeover of Crossverge, as well as the increase in the interests in mYuice and Yanta and the accelerated acquisition of the remaining minority interests in Alphalogic, Re-Spect and Ctac Belgium subsidiaries.

Ctac also paid in the 1st half of 2008 a dividend over 2007 of EUR 0.7 million in cash. Due to the high investments, the net cash flow in the 1st half of 2008 came in at a negative EUR 5.2 million, compared with a negative EUR 6.7 million in the 1st half of 2007.

Changes in the organisation

In the past three years, Ctac, with its successful Powerhouse model, has grown from an organisation with just over 100 employees into an organisation with 425 employees as per 30 June 2008. During this period all existing and newly-launched business units experienced strong growth. In order to respond to future market demand as effectively as possible with the current scope of the activities, Ctac has introduced a number of changes to its organisation.

The company has adapted its organisation to be more in line with its current size and future growth perspectives. As from 1 May, Ctac has been operating on the basis of the divisional structure described below in each country.

1. Ctac Business Services

Within this division, Ctac acts as business partner and business consultant. As a sparringpartner for its clients, Ctac is the outstanding expert with extensive knowledge of the sector or market segment. At the moment, the business units Re-spect, Alphalogic and IFS-Probity are active within this division in the Netherlands. In Belgium, the business units Alphalogic, Alpha Square and Re-Spect are included.

2. Ctac Small and Medium-sized Enterprises

Within the small and medium-sized enterprise sector (SME) the main distinctions are approach and culture. The mYuice and Yanta business units, which operate within this division, actively respond to these key distinctions. The SME activities of Alpha Groep will be integrated in the Ctac organisation before 1 October. As from that date, these activities will also be part of the Ctac Small and Medium-sized Enterprises division.

3. Ctac Managed Services

Via the Ctac Managed Services division, Ctac operates as service organisation in the field of hosting and management with a strong focus on quality and continuity of the services to clients. In the Netherlands, this division incorporates the business units AMI and NetIT, while in Belgium this is Ctac AMI.

4. Ctac Professional Services

Through this division, Ctac acts as specialist in a certain niche, for instance as solution consultant, to solve a specific issue for its clients. This is not usually sector-related and sometimes occurs simultaneously with the provision of in-house Ctac products. In the Netherlands, the business units CIMS, BiGrip, CValue, Hitch and Ytool are part of this division. In Belgium, the division operates through the business units Smart Solutions and Alpha Intelligence.

The Management Team ("CMT"), which reports directly to the Executive Board, directs the cooperation between these divisions, as well as the sales coordination in the Netherlands and Belgium.

Ctac will report on these divisions on an annual and semi-annual basis as of the 2nd half of 2008.

New developments

Accelerated acquisition of minority interests in subsidiaries Alphalogic, Re-Spect and Ctac Belgium

The takeover of the minority interests of Alpha Holding in Ctac's subsidiaries Re-Spect, Alphalogic and Ctac Belgium was completed in the beginning of March 2008. In addition, the minority interests held by the other members of the management of Re-Spect en Alphalogic were also acquired. As a result, Ctac became the 100% owner of Re-Spect and Alphalogic (previously 50.02% and 51% stakes respectively) on 11 March 2008. On 22 April 2008, Ctac acquired the remaining minority interest (8.75%) in Ctac Belgium. With this transaction, Ctac has strengthened its position in these successful Ctac business units.

Increased stakes in mYuice and Yanta

On 1 January 2008, Ctac increased its interests in mYuice and Yanta. It increased its stake in mYuice, which focuses on SAP solutions for small and medium-sized enterprises (SME), from 86.9% to 93.5%. Its stake in Yanta, which offers total solutions for the management of logistics processes in the SME segment, was increased from 67.3% to 83.7%. The remaining minority interests are held by the management of mYuice and Yanta.

Takeover of Crossverge

On 29 May 2008, Ctac announced the acquisition of Crossverge, which was completed on 26 June. Crossverge develops the successful XV Retail software. XV Retail is a flexible integrated all-in-one solution for supporting Multi-Channel Retailing while each Point of Sales (POS) can be linked online to an ERP system. A wide range of software modules supports all conceivable business processes: from cash register sales to customers to publishing order books. In addition, the modules support internet sales to wholesale customers and shop logistics.

Bart Hogendoorn new CEO Ctac

On 25 August 2008, the appointment of Mr B. P. (Bart) Hogendoorn (46) as a member of the Executive Board has been approved by shareholders during an Extraordinary General Meeting of Shareholders.

Mr Hogendoorn has been with the Dutch and International SAP organisation in various positions since 1998. From 2003 to 2006, he was Managing Director of SAP Nederland. For the past two years, he was Senior Vice President EMEA, with responsibility for results in a number of countries, including the Netherlands and Belgium.

Ctac is confident that Mr Hogendoorn will further shape the strategy and continue to expand the company. His international commercial know-how and experience and the network he has built up over the years will be important elements in this respect.

Mr Hogendoorn will take up his responsibilities as of 1 September 2008. The other members of the Executive Board are Mr Jan-Willem Wienbelt (CFO), who has been temporarily acting CEO, and Mr Harrie van Groenendael (COO) who joined the Executive Board earlier this year.

Outlook

Based on the new business model, strengthening Ctac's profile as SAP / ERP specialist, the expansion of market positions and using cross-selling opportunities between the various divisions will be the key focus areas.

Taking into acount the strong growth in the past years and the currently reached scale of its business, Ctac expects a full-year turnover growth between 35% and 45% in 2008 compared to 2007. The operating margin for the full year 2008 is expected to come in between 10% and 13% (2007: 7%).

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Profile Ctac

Ctac is an ICT services provider specialising in SAP solutions and active in the Netherlands, Belgium and with limited activities in Germany. Activities include implementation, integration and management of SAP systems and related activities such as system upgrades and system optimisations. The company is a SAP Gold Partner and the largest SAP reseller for mediumsized enterprises in the Netherlands. Ctac Belgium is Silver Partner of SAP. Ctac's clients include approximately 600 organisations in trade and industry, business services, retail, (semi) government organisations and universities. Ctac employed 425 people as per 30 June 2008. The company is based in 's-Hertogenbosch (the Netherlands). Ctac is listed on Euronext Amsterdam (ticker: CTAC).

PRESS CONFERENCE / ANALYST MEETING

The combined press conference / analyst meeting will be held today at 14:00 hours at the offices of Citigate First Financial, Assumburg 152a in Amsterdam.

For more information, please contact:

Ctac N.V. Jan Willem Wienbelt – CFO and interim CEO Tel. + 31 (0)73-6920692 Internet: www.ctac.nl E-mail: info@ctac.nl

Key dates: 13 November 2008 Publication third quarter results 2008

12 March 2009	Publication annual results 2008
20 May 2009	General Meeting of Shareholders

Enclosed:

Condensed consolidated profit and loss account Condensed consolidated balance sheet Condensed cash flow statement Condensed consolidated statement of changes in equity Explanatory notes condensed interim financial statements

CONDENSED CONSOLIDATED PROFIT AND LOSS ACCOUNT 1st HALF 2008

(amounts in EUR 1,000)

		1st half 2008		1st half 2007
NET TURNOVER	35,100		22,252
Purchase value of turnover	(7,505)		(5,857)
GROSS MARGIN		27,595		16,395
Personnel costs	17,683		10,831
Depreciation	1,098		609
Other operating costs	4,490		3,444
TOTAL OPERATING COSTS		23,271		14,884
OPERATING RESULT		4,324		1,511
Interest revenue / interest expenses		(169)		(33)
RESULT FROM ORDINARY OPERATIONS
BEFORE TAXES		4,155		1,478
Taxes on result from ordinary
operations		(1,103)		(402)
RESULT FROM ORDINARY OPERATIONS
AFTER TAXES		3,052		1,076
Third-party share		(288)		(331)
NET PROFIT		2,764		745
		════		════

	1 st half 2008	1 st half 2007
Average number of outstanding ordinary shares	10,711,665	8,830,879
Net earnings per share (Amount in EUR 1.00)	0.26	0.08
Earnings per share after potential dilution (Amount in EUR 1.00)	0.24	PM

CONDENSED CONSOLIDATED BALANCE SHEET (as per 30 June 2008) 1st HALF 2008

(amounts in EUR 1,000)

		30 June 2008		year-end 2007
ASSETS
FIXED ASSETS
Intangible fixed assets	25,293		24,364
Tangible fixed assets	3,105		3,166
Financial fixed assets	470		813
		28,868		28,343
CURRENT ASSETS
Work in progress	-		367
Receivables	22,859		17,071
Cash and cash equivalents	0		0
		22,859		17,438
		51,727		45,781
		════		════
LIABILITIES
GROUP EQUITY		19,172		10,571
LONG TERM DEBT		7,771		17,388
BANK DEBT		8,290		3,111
SHORT TERM DEBT		16,494		14,711
		51,727		45,781
		════		════

CONDENSED CONSOLIDATED CASH FLOW STATEMENT 1 st HALF 2008*
According to the indirect method (amounts in EUR 1,000)
	1st half 2008	1st half 2007
NET CASH FLOW FROM OPERATING	925	146
ACTIVITIES
Investments in computers / inventory	(813)	(1,770)
Investments in product development	-	(1,279)
Acquisitions of new subsidiaries (net)	(1,656)	(1,423)
Increased interests in subsidiaries	(1,001)	(1,276)
CASH FLOW FROM INVESTMENT ACTIVITIES	(3,470)	(5,748)
Share repurchase	(1,967)	-
Dividend	(667)	(1,060)
CASH FLOW FROM FINANCING ACTIVITIES	(2,634)	(1,060)
	(5,179)	(6,662)
Liquid assets as per 1/1/08	(3,111)	4,668
Liquid assets as per 30/6/08	(8,290)	(1,994)
	(5,179)	(6,662)

*) In the cash flow statement as presented over 2007 a number of non-cash items were included. This mainly concerns an adjustment to acquired working capital related to the acquisition of IFS-Probity B.V. In addition, the deferred tax assets is accounted for as cash. Please find below the adjusted 2007 cash flow statement. The adjustments have no effect on total cash flow and liquidities of Ctac.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 1st HALF 2008

	Issued share capital premium	Share	Legal reserve development Other costs	reserves	Total
Position at 1-1-2008	2,134	4,199	2,126	2,112	10,571
Legal reserve capitalized development costs			(224)	224
Net result				2,764	2,764
Dividend				(667)	(667)
Share repurchase				(1,967)	(1,967)
Share issue	585	6,394			6,979
Position at 30-06-2008	2,719	10,593	1,902	4,958	19,172

Notes to the condensed consolidated interim financial statements (for the period ending on 30 June 2008)

1. Reporting standard

The condensed consolidated financial reporting is prepared using accounting principles that are consistent with International Financial Reporting Standards and comply with International Accounting Standard (IAS) 34, Interim Financial Reporting.

2. Important principles

Evaluation of financial reporting

During the past period, the Executive Board and Supervisory Board have evaluated Ctac N.V.'s financial reporting. Aspects that were discussed concern the transparency to stakeholders desired by Ctac N.V and advanced insight with respect to the way in which IFRS must be interpreted. On a number of aspects, the evaluation led to a reclassification of balance sheet items. Due to this reclassification the valuation of these balance sheet items is adjusted. The changes are explained below.

Obligation to purchase minority interests

Up to the end of the 2007 financial year, the minority interests item in the balance sheet was valued at net asset value and presented under the "third-party share" heading. In the notes to long-term liabilities, purchase obligations concerning minority interests were described in more detail.

This concerns an unconditional obligation to purchase the remainder of the shares in Ctac Belgium BVBA, Re-Spect B.V., Alphalogic B.V, mYuice Groep B.V, mYuice B.V, Yanta B.V. and IFS-Probity B.V. Shareholders are granted selling rights, in which the amounts to be paid depend on future performance.

Based on the evaluation, it has been decided to present the minority interests in consolidated subsidiaries for which the minority shareholders have been granted a put option, separately from the shareholders' equity as a liability. This includes an obligation for Ctac to buy the shares from minority shareholders. The liability is valued at the estimated fair value. The valuation techniques that are used for this reconcile with the underlying agreements. The development of results is a particular determining factor in the measurement.

In the purchase obligation, Ctac has the option to make payment in cash or a to be determined number of shares of Ctac N.V. On the basis of the option, Ctac presents this obligation as liability. The liability which evolves from this earn out obligation amounts to EUR 7.9 million as per 30 June 2008 and has been recognized as an intangible asset (goodwill) on the balance sheet. The recognition of the above has no effect on the consolidated income statement.

The above has already been incorporated in the presented consolidated balance sheet with retroactive effect. This means that the comparative figures as at year-end 2007 have also been adjusted (debt position as per December 2007 amounts to EUR 17.8 million).

Cash flow statement

Some non-cash items were incorporated in the cash flow statement presented for 2007. This particularly concerns an adjustment related to the working capital contributed in relation to the acquisition of IFS-Probity B.V. Moreover, the deferred tax receivable item was booked as cash. The adjusted cash flow statement for 2007 is included below. The adjustments have no impact on Ctac's total cash flow and cash and cash equivalents.

Cash flow statement	2.007	2007 adjusted
Operating result Depreciation and amortisation	3,693 1,565 5,258	3,693 1,565 5,258
Changes in working capital: Inventories Receivables Current liabilities	(21) (7,392) 4,858 (2,555)	(21) (5,471) 3,426 (2,066)
Cash flow from business operations	2,703	3,192
Interest received/paid Income tax paid	(180) (948) (1,128)	(180) (730) (910)
Cash flow from operating activities	1,575	2,282
Investments in tangible fixed assets Investments in development costs Net investments in new participations Increased interests in participations Investments in financial fixed assets	(2,781) (6,723) 218	(2,679) (1,741) (3,878) (1,276) -
Cash flow from investing activities	(9,286)	(9,574)
Long-term liabilities Share issue proceeds received Share capital deposited by minority Dividend Cash flow from financing activities	573 343 75 (1,060) (68)	573 - - (1,060) (487)
	(7,779)	(7,779)
Balance of liquid assets as at 1 Jan Balance of liquid assets as at 31 Dec	4,668 (3,111)	4,668 (3,111)
	(7,779)	(7,779)

3. Segment information

The company provides a group of strongly related services, generally on a project basis, in the SAP consultancy market. The company reports its financial data on the basis of one segment, because of the very narrow distinctive character of the services provided by Ctac. There is also no case of clearly distinguished segments on the basis of deviating risk and yield profiles. Turnover can be segmented on the basis of market approach.

(in EUR x 1,000)
	st half 2008 1	st half 2007 1
Netherlands
Ctac Small and Medium-sized Enterprises	3,146	2,862
Ctac Managed Services	7,313	6,552
Ctac Professional Services	9,324	5,913
Ctac Business Services	9,795	5,003
Total for Netherlands	29,578	20,330
Belgium	5,522	1,922
Total	35,100	22,252

4. Acquisitions and cost price allocation (using IFRS 3.62)

Acquisition of Crossverge

Ctac acquired Crossverge on 29 May and formally completed this legally on 26 June. Crossverge develops the successful software product XV Retail. XV Retail is a flexible integrated total solution for the support of Multi-Channel Retailing, in which each Point of Sales (POS) can be linked online to an ERP system. A broad range of software modules support all possible business processes: from counter sales to customers, right through to publication of order books. The modules also support internet sales to wholesale customers and logistical processes in the shop, among other things.

A total of 607,958 shares were issued for this acquisition. An amount of EUR 1.8 million was also paid. The total value surrendered for all the shares, therefore, amounted to EUR 4.0 million. A subsequent payment has been agreed with the Crossverge shareholders, the amount of which is linked to future results. Ctac can choose to meet this obligation in cash or with shares.

The purchase of Crossverge has the following impact on Ctac's assets and liabilities position:

(EUR x 1,000)

Crossverge	100%	Carrying value of assets before the acquisition	Fair value adjustments	Fair value
Net acquired assets
Development costs			PM	PM
Tangible fixed assets		-		-
Trade receivables		49		49
Other receivables		25		25
Cash		100		100
Loans		-
Trade payables		27-		27-
Other liabilities		244-		244-
		97-	0	97-
Goodwill created through acquisition				4,121
Total price				4,024
Value of shares issued (number of
shares: 607,958)				2,268
Cash amount paid				1,756
Cash acquired				100
Net cash flow from acquisition				1,656

The fair value that must be attributed to intellectual property has yet to be determined. This will take place within 12 months after the date of acquisition and will still be accounted for in the figures.

5. Accounting for the increase of interests in Ctac Belgium BVBA, Alphalogic BV, Re-Spect B.V., mYuice B.V. and Yanta B.V.

Accelerated buying up of minority interests in subsidiaries Alphalogic, Re-Spect and Ctac Belgium

The acquisition of the minority interests of Alpha Holding in Ctac's subsidiaries Re-Spect, Alphalogic and Ctac Belgium were completed at the start of March 2008. Moreover, the minority interests in Re-Spect and Alphalogic have also been bought from the other management members. This means that, with effect from 11 March, Ctac wholly owns Re-Spect and Alphalogic (previously interests of 50.02% and 51% respectively). On 22 April, Ctac also bought the remaining 8.75% minority interest in Ctac Belgium. Ctac has strengthened its position in these successful Ctac business units with these transactions.

Increasing interests in mYuice and Yanta

Ctac N.V. increased its interests in mYuice and Yanta as at 1 January 2008. The interest in mYuice, which focuses on SAP solutions for small and medium-sized enterprises

(SME), has been increased from 86.9% to 93.5%. The interest in Yanta, which provides specialised total solutions for the management of logistics processes in SMEs, has been increased from 67.3% to 83.7%. The remaining minority interests in mYuice and Yanta are held by the management.

Surrendered value

A total of 2,228,976 shares were issued for the increases in these interests (Alphalogic, Re-Spect and Ctac Belgium, mYuice and Yanta). An amount of EUR 1.0 million was also paid. The total value surrendered, therefore, amounts to EUR 7.2 million.

6. Accounting for put option and remaining interests in IFS-Probity B.V., mYuice Groep B.V., mYuice B.V., Yanta B.V.

Minority interests in consolidated subsidiaries, for which a put option has been granted to minority shareholders, are presented separately from the shareholders' equity as liability. The level of this liability at the end of 2007 amounted to EUR 17.8 million (of which EUR 1.0 million was current (< 1 year) and EUR 16.8 million was non-current (> 1 year)). In the 1st half of 2008, acquisitions have been made and the interests have been increased in a number of subsidiaries. See the notes under points 4 and 5 of this appendix. Because of this, the level of the liability at the end of the 1st half of 2008 amounts to EUR 7.9 million (of which EUR 0.7 million is current and EUR 7.2 million non-current).

7. Earnings per share and diluted earnings per share

The calculation of the basic earnings and the diluted earnings per share that belongs to shareholders of the parent company is based on the following information:

Earnings (loss) per share ( in EUR x 1,000)	st half 2008 1	st half 2007 1
Result for the basic earnings per share (net profit in the reporting period belonging to the shareholders of the parent company) Net profit from discontinued operations	2,763 -	745 -
Result for the basic earnings per share from continued operations	2,763	745
Number of shares	st half 2008 1	st half 2007 1
Number of ordinary shares at start of period Number of ordinary shares at end of period	8,889,525 11,326,459	8,830,879 8,830,879
Weighted average number of ordinary shares issued Net profit in the reporting period belonging to the shareholders of the parent company (in EUR x 1,000) Earnings per weighted average number of ordinary	10,711,665 2,763	8,830,879 745
shares issued	0.26	0.08
Fair value earn out obligations (EUR x 1,000)	7,900
Average share price 1st half 2008	3.54

Potential share dilution of ordinary shares Number of potential shares for diluted earnings per	2,231,000
share	12,942,665
Earnings per share after potential dilution	0.24

The number of potential shares for diluted earnings per share has been determined by dividing the fair value of the earnout obligiations by the average share price of Ctac during the 1st half year of 2008. Therefore, the total of the number of weighted average ordinary shares issued and the number of potential ordinary shares to dilute amounts to 12,942,665. The potential diluted profit consists is the sum of the net profit in the reporting period attributable to shareholders of the parent company and the net profit in the reporting period attributable to the minority shareholders ("third party share" in the profit and loss account). The net profit after potential dilution in the 1st half of 2008 amounts to EUR 3.051 million, or EUR 0.24 per share.

's Hertogenbosch, 28 August 2008

The Executive Board

W.J. Wienbelt H. van Groenendael

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