Investor Presentation - October, 2015 - EG A/S

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Investor Presentation

October, 2015
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Agenda

                                         Page

 Introduction and transaction overview     3

 EG’s business and market                   8

 EG financial performance                  19

 Introduction Silkeborg Data               22

 EG’s acquisition of Silkeborg Data        25

 Key investment highlights                 32

 Appendix – Risk factors                   34

                                                3
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Today’s presenters

                        Leif Vestergaard, CEO                                       Christian Bamberger Bro
                          •    Joined EG as CEO in 2004                              •   Partner at Axcel
                          •    Previously employed with IBM for 16 years             •   Joined Axcel in 2014
                          •    IBM’s representative on EG’s board from 2000-         •   Previously worked for Permira both in London and
                               2004                                                      Stockholm (2006-2014), McKinsey in Copenhagen
                          •    MSc in Business Economics from Aarhus School of           and Nordea Corporate finance in Copenhagen
                               Business                                              •   Deputy Chairman at EG and Conscia
                                                                                     •   Cand. oecon. from the University of Aarhus

                        Allan Buhl Møller, CFO                                      Christoffer Arthur Müller
                          •    Joined EG as CFO in 2009                              •   Director at Axcel
                          •    Previous employment as CFO of International Health    •   Before joining Axcel in 2009, he worked at A.T.
                               Insurance Danmark A/S                                     Kearney and Nordea
                          •    MSc in Business Economics from Copenhagen             •   Christoffer is a board observer at TCM, EG and
                               Business School                                           Silkeborg Data
                                                                                     •   MSc in Economics from the University of
                                                                                         Copenhagen and has furthermore studied at
                                                                                         London School of Economics

Source: EG Group and Axcel webpages
                                                                                                                                            4
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EG at a glance
EG is a leading Scandinavian IT software & service provider

  In brief                                                                                                                              Strong presence in Scandinavia
     EG is among Scandinavia's leading IT software & service companies with a strong                                                            Local presence with
      market position within the SME segment                                                                                                      more than 30 offices
                                                                                                                                                  throughout
     Position based on close relationships with customers, deep sector knowledge and                                                                                                                                   75%
                                                                                                                                                  Scandinavia
      value adding IT solutions
                                                                                                                                                 Strong footprint
     22 acquisitions in selected verticals since 2009                                                                                            securing proximity
                                                                                                                                                  and flexibility towards                                               14%
     Prior to the acquisition of Silkeborg Data, EG had approx. 12,000 customers and
                                                                                                                                                  customers
      more than 1,650 employees
                                                                                                                                                 Group management
     2014 revenue of DKK 1,636m and normalized EBITDA of DKK 229m                                                                                located in Ballerup,                                                  11%
                                                                                                                                                  Denmark
     Axcel acquired EG in 2013

                                                                                                                                                                                                       Offices

  Financial development                                                                                                                 Product offering
                                                                                                                    CAGR

          EBITDA margin, reported normalised1                                                                                               Consultancy & programming
                                                                                                                                             Management consultancy, Implementation and Programming of IT
          Revenue, reported
                                                                                                                                              solutions                                                                 51%
                                                                                                                                            Software
                                                           11.3%
                                                                                                                                             Solutions are based on EG’s own software and configurations of the ERP
                                                                                                                 1,756
                                                                            1,611           1,636                                             platforms Microsoft Dynamics AX and NAV and EG’s proprietary ERP
                                                            1,502
                                            1,330                                                                                             platform ASPECT4. Sale of own developed software is 55% of segment        27%
                                                                                                                                              revenue
           924             1,017                                                            14.0%               13.1%                        Subscription based revenue
                                           11.3%                            12.1%
                                                           10.8%                                                                              Operating the customer’s IT solution, either hosted from EG’s own data
          9.4%                                                                                                                                 centre or at the customers premises and service agreements (Technical,   17%
                                                                                                                                               Hotline & Support, BPO)
                            9.1%
                                                                                                                                            Hardware
                                                                                                                                             Sale of infrastructure hardware (e.g. servers) and industry specific
         20092             20102            20112           20122           20133            2014                 LTM
                                                                                                                                              hardware (e.g. POS and hand terminals) from external providers            5%
                                                                                                                 Q3 15
1) Management   normalisation include restructuring costs and integration and transaction costs;   2)   Reflects EDB Gruppen Holding A/S;   3)   Pro-forma for AX IV EG Holding III Aps.
                                                                                                                                                                                                                              5
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EG’s acquisition of Silkeborg Data

Strong strategic rationale to combine EG and Silkeborg Data

                                                    Strategic rationale

                                                                  Creation of clear number 2 player in the ~ DKK 17 billion
                                                                               Danish public IT services market

                                                                  Ability to engage in strategic dialogue with public sector
                                                                                          clients on IT

                                                                     Increasing share of recurring revenue and EBITDA

                                                                            Significant cost and sales synergies

                                                                   Proven ability of management to integrate acquisitions

                                                                          Business                                 Business
                                                      Industry                                 Citizen
                                                                           Ready                                  Application
                                                      solutions                               Solutions
                                                                          Solutions                                services

                                                                                                                                6
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Situation overview

Refinancing of Silkeborg Data debt

  Sources and uses                                                                                                             Pro forma capitalization as at 30 September 2015

                                                                                                                                DKKm                                         Existing               Transaction                       Pro Forma
  Sources                                                                                                   DKKm
                                                                                                                                Term Debt                                      1,100                      +300                            1,400
  New term debt at EG level                                                                                     300
                                                                                                                                Other Debt                                       18                         5                               23
  Total                                                                                                         300             RCF (drawn amount)                               37                         0                               37

                                                                                                                                Cash                                              -8                      -802                             -88
  Uses
                                                                                                                                Net Interest Bearing                           1,147                       225                            1,372
  Refinancing of SD        debt1                                                                               -285             Debt (NIBD)

                                                                                                                                Normalised EBITDA                                230                       67                              297
                                                                                                                                (incl. synergies)3                                                   (incl. DKK 17m
  Costs and expenses                                                                                               -3
                                                                                                                                                                                                        synergies)

                                                                                                                                Leverage Ratio                                 4.98x                         -                            4.62x
  Overfunding                                                                                                    -12                                                                                                              (4.89x excl. synergies)

  Total                                                                                                        -300             Fixed Charge Cover                             2.78x                         -                            2.88x
                                                                                                                                Ratio4                                                                                            (2.72x excl. synergies)

1) DKK 245m refers to drawn term debt and DKK 40m replaces Silkeborg Data’s existing RCF which is undrawn; 2) Includes existing cash at Silkeborg Data of DKK 28m; 3) Synergies over the next 12 months amount to DKK 17m;   4)   Pro forma for
interest on additional DKK 300m in term debt. Interest rate calculation assumes same coupon levels as for the existing notes during the last 12 months. Also includes DKK 9m in interest rate swap cost
                                                                                                                                                                                                                                                        7
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Agenda

                                         Page

 Introduction and transaction overview      3

 EG’s business and market                   8

    Business                                8

    Market                                 15

 EG financial performance                  19

 Introduction Silkeborg Data               22

 EG’s acquisition of Silkeborg Data        25

 Key investment highlights                 32

 Appendix – Risk factors                   34

                                                8
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Understanding industry is our DNA

                 Our mission: Adding value to business through industry leadership

   Logistics &      Building &         Retail          Utility        Public         Professional
   Production      Construction                                                        Services

                                                                                                    9
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New organization to improve performance

EG is improving its ability to refine operating models

 From all business models in each                        …to business models separated by divisions to
 customer vertical...                                    improve operational efficiency

                       Customer Verticals                                     Customer Verticals

                                                             Industry               Citizen               Business Ready
      solutions
       Tailored

                        Large enterprises                    Solutions             Solutions                Solutions
                        (+500 employees)
      Packaged
      solutions

                       Mid-sized enterprises
                       (100-499 employees)

                                                                         Business Application Services
      Business
      in a box

                    Small and medium businesses                              Cross Business Application
                          (1-99 employees)
                                                                                 Managed Services

                                                                                                                           10
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Competitive landscape

EG has leading market positions across all four divisions

    Divisions               Revenue1                             Market position            Larger main competitors   Smaller competitors

                                                        One of the strongest Microsoft
                                                       Dynamics AX partner’s in Europe
         EG                     DKK
      Industry                 853m                    Scandinavia’s largest end-to-end
      Solutions                (49%)                      supplier of IT solutions for
                                                        production, logistics and retail
                                                                  companies

         EG                    DKK                    Solutions for the utility sector in
       Citizen                291m                  Denmark and Sweden and the public
      Solutions               (17%)                          sector in Denmark

         EG
      Business                 DKK                     Leading provider of SaaS based
                              212m                    software solutions in a number of
       Ready
                              (12%)                        small attractive niches
      Solutions

    EG Business                                      Leading provider of infrastructure-,
                               DKK                 cloud solutions and managed services,
    Application               460m                   cross business application solutions
     Services                 (26%)                (BA, CRM, etc.) and 3rd party software

Note: 1) Based on LTM Q3 2015. % do not add to 100%, due to group eliminations
                                                                                                                                            11
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Our vision

We are building a Nordic IT services champion

                                                                                                 Create market
                                                   Customer Verticals                               leader in
                                                                                                    selected
         Northern                                                                                microverticals
      Europe’s largest                                                                             leveraging
         industry                                                                                Business-in-a-
       focused ERP-                                                                                    box
          house          Industry Solutions              Citizen               Business Ready
                                                        Solutions                Solutions

                                                                                                Leading top-line
                                                                                                    growth
                                                                                                  IT solutions
                                                                                                    provider
                                                                                                (customer view)
        Clear #2 in
         Public in
         Denmark
                                              Business Application Services

                                                  Cross Business Application
                                                                                                Ability to deliver
                                                     Managed Services                            EG 360 in all
                                                                                                Nordic countries

                                                                                                                     12
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Recent EG client wins and business momentum

Accelerating organic growth underpinned by recent client wins

                  Recent client wins                                   Organic growth

                                                                                    2.3%

                                                                 0%
                                                            Average 2010-2014       2015 YTD

                                                                                               13
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 Strategic themes

 The three strategic themes are unchanged

                  Acquisitions to strengthen the market position in existing verticals
   Continue the
       M&A        Focus on adding to CS, BRS and BAS
    trajectory
                  Continue to add to existing ERP footprint in Sweden & Norway

                  Develop and deepen industry solutions including CBA
     Accelerate
      organic     Implementation of One EG 2.0 to sharpen the go-to-market and delivery models
      growth
                  Enable (cross) sales of Managed Services and Business Application Services

                  Reduction of scope creep and implementation of ODM
     Improve
    operational   Building up Nearshore/Offshore capacity
     efficiency
                  Lean, procurement and fixing the salary pyramid, and improved structural efficiency in shared service and operations

© EG A/S                                                                                                                                 14
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Agenda

                                         Page

 Introduction and transaction overview      3

 EG’s business and market                   8

    Business                                9

    Market                                 15

 EG financial performance                  19

 Introduction Silkeborg Data               22

 EG’s acquisition of Silkeborg Data        25

 Key investment highlights                 32

 Appendix – Risk factors                   34

                                                15
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EG’s focus in the market
EG focuses on selected industries in the Scandinavian IT market where EG has in-depth
industry insight and knowledge of the value chain
  Market position                                                                                                               EG’s country focus
        EG is one of the leading IT and software providers in Scandinavia                                                                                                                                     2012            2015
         –      Strong presence in Denmark with revenue of DKK 1,219m in 2014
         –      Critical mass in Norway accounting for DKK 269m of revenue in 2014                                                                                                                              78%             75%
         –      Critical mass in Sweden accounting for DKK 147m. Acquisition of Medius strongly
                increases EG footprint in 2015
        Strong position in selected verticals where EG has deep industry knowledge
         –      Main industries in focus include logistics & manufacturing, retail, construction, utility,                                                                                                      17%             14%
                local government and business services1
         –      Deep knowledge of industry value chain and business best practice provides for a good
                dialog with both business and IT decision makers
        Within its focus industries, EG is present across all market size segments, from small and
         medium businesses with 1-99 employees to large enterprises with +1,000 employees                                                                                                                         5%            11%
        #1 Scandinavian and strong European Microsoft Dynamics partner with more than 350 AX +
         NAV consultants                                                                                                          Share of revenue Q3 2015 LTM (100% = DKK 1,756m)

  Industry focus of EG                                                                                                          EG’s segment focus

      Primarily projects        Primarily volume business                  Not in focus of EG
                                                                                                                                                                                  Large enterprises
      Logistics/                                               Communication                                                                  Focus              Not               (+1,000 employees)
      wholesale
                                    Local gov.               / telecom
                                                                                          Banking                                             of EG              EG

                                                                                                                                                                                                                                           Projects
      Discrete                                                                                                                            Segment focus
      manufacturing
                                    Construction             Central gov.               Insurance                                       (size) varies
                                                                                                                                                                                Mid-sized enterprises
                                                                                                                                          across verticals                         (500-999 employees)
      Process                        Business
      manufacturing
                                    services
                                                              Education                 Other finance

      Transport                     Health2         ()       Other services
                                                                                                                                                                                  Small enterprises
                                                                                                                                                                                   (100-499 employees)
                                                               Agriculture &

                                                                                                                                                                                                                                           Volume
      Retail                                                  mining
                                                                                                                                                                          Small and medium businesses
      Utility                                                                                                                                                                       (1-99 employees)

Note: Scandinavian defined as: Denmark, Norway and Sweden; IT market comprise Software, Service and Hardware.   1)   In the businesses services segment EG has a strong position within several niche segments including among others lawyers
and housing association administration; 2) Strong presence within practitioners
                                                                                                                                                                                                                                                      16
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The Scandinavian IT market
Healthy growth rates in the Scandinavian IT market – generally higher growth rates on
Norway and Sweden, but better trend expected in Denmark
  Scandinavian IT market                            Scandinavian IT market growth1                                Country growth1
      The Scandinavian IT                          EURbn                                                         EURbn
       market is expected to
       grow with a CAGR of
       2.4% from 2015 to 2018,                                                                                                             +1.9%          +2.0%
       0.6% lower than the                                                                                                                                           9.4
                                                                                                                                    8.4            8.9
       historical growth from
       2012 to 2015 which was                                                                  +2.4%
       affected by a rebound
                                                                                                           32.1
       from the financial crises                                           +3.0%                    31.3
                                                                                             30.6
      Growth rates in Denmark                                                        29.9
                                                                               29.2
       has increased from rates                                       27.8                                                          2012           2015             2018
       seen during the financial                          27.3
       crisis, but is still below
       rates in Norway and                                                                                                                                +2.0%
                                                                                                                                           +2.7%
       Sweden                                                                                                                                                        7.7
                                                                                                                                    6.7            7.2
      Growth rates in Denmark
       expected to increase,
       while growth rates in
       Norway and Sweden are
       decreasing towards the
       level in Denmark,
       especially driven by lower                                                                                                   2012           2015             2018
       demand for hardware
       products
                                                                                                                                                          +2.9%
                                                                                                                                           +3.9%
                                                                                                                                                                     15.0
                                                                                                                                                   13.8
                                                                                                                                    12.3

                                                         2012        2013      2014   2015   2016   2017   2018                     2012           2015             2018

Source: IDC . 1) IT market excl. tablets, smartphones and feature phones
                                                                                                                                                                  CAGR      17
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Market drivers in the Scandinavian IT market

Five primary market drivers expected to impact IT spending

  Market drivers                                                                                                   Perception of IT investments on productivity and profitability

                                         Efficiency improvements from process optimization
                                          and IT is an important factor in undertaking IT                               Does IT investments                    Do you expect                        “We obtain an annual
                                          investments                                                                   contribute to improved                 improved profitability               saving of 9 million euros
  1 Productivity                                                                                                                                                                                    and it is vital for the
                                         Perception of IT as productivity enhancer drives                              productivity?                          from IT supported
                                                                                                                                                                                                    survival of our entire
                                          decision making upwards towards business decision                                                                    process optimisation?
                                                                                                                                                                                                    business”
                                          makers                                                                                                                                                          Peter Maarssø, IT manager,
                                                                                                                            12%                                          3%                                           Orifarm Group
                                                                                                                                                                   23%
                                         Cloud computing has been taking market share in
                                          many software applications and will start to affect
  2        Cloud                          ERP market within the next 3-5 years                                                                                                74%
                                         Drives the opportunity for IT provided as a service                                     88%
                                         IT decisions moves from IT to line of business

                                         Analysis of large data amounts requires strong and                               Yes           Don’t know          No
                                          well integrated systems to collect and store
  3      Big data                         information
                                                                                                                   Scandinavian Cloud spending 2010-2016
                                         Big data drives demand for Business Intelligence
                                          solutions and provides for new types of IT services                      USDm

                                                                                                                                                                                                                          2,780
                                         According to a recent Gartner survey, CRM is the top
        CRM and                           software investment priority for 2013 (ERP is second)                                                                                             +30%
                                                                                                                                                                                                             2,113
  4     customer                          due to a stronger business focus on enhancing the
       experience                         customer experience, which has a positive impact on                                                                                                  1,630
                                          ERP spend                                                                                                                                 1,253
                                                                                                                                                                          967
                                                                                                                                                            736
                                         Mobile internet expected to be larger than wired in                                                 538
                                                                                                                                  367
                                          2016 driving cloud-based business and revenue
                                          opportunities
  5       Mobility                       Large untapped productivity potential from mobility in
                                                                                                                                  2010

                                                                                                                                              2011

                                                                                                                                                            2012

                                                                                                                                                                          2013

                                                                                                                                                                                     2014

                                                                                                                                                                                                   2015

                                                                                                                                                                                                              2016

                                                                                                                                                                                                                            2017
                                          most sectors drive extended usage of ERP on other
                                          devices
                                                                                                                 Source: IDC Black Book Q1 2013, May 2013

Source: YouGov, EG and Quartz+Co analysis based on Gartner, Constellation Research, IDC and industry observers
                                                                                                                                                                                                                       CAGR            18
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Agenda

                                         Page

 Introduction and transaction overview      3

 EG’s business and market                   8

 EG financial performance                  19

 Introduction Silkeborg Data               22

 EG’s acquisition of Silkeborg Data        25

 Key investment highlights                 32

 Appendix – Risk factors                   34

                                                19
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Q3 2015 financials

Analysing the financial performance of EG as reported

 Reported financials                                                                                                                                                                                 Positive growth momentum – EG shows
                                                                                                                                                                                                     organic growth YTD
DKK million                                                                                 Q3 2015           YTD 2015              LTM                     Q3 2014                 31-12-2014       The increase in revenue from DKK 388 million
                                                                                                                                                                                                     in Q3 2014 to DKK 400 million in Q3 2015 is
Realised:                                                                                                                                                                                            due to acquisitions and organic growth of
Revenue                                                                                               400             1,280              1,756                       388                     1,636   2.3% year to date. Adverse currency
Costs of sales                                                                                         76               251                366                        78                       354   movements of NOK and SEK had a negative
Gross profit                                                                                          324             1,029              1,390                       310                     1,282   impact of approximately DKK 6 million on the
Staff costs                                                                                           225               769              1,038                       209                       924   Q3 2015 revenue
Other external costs                                                                                   31               116                150                        52                       181
EBITDA                                                                                                 69               144                202                        49                       177   Increasing EBITDA and margin
Depreciations                                                                                          12                34                 43                         8                        29   Reported EBITDA increased from DKK 49
EBITA                                                                                                  57               110                159                        41                       149   million (EBITDA margin 12.6%) in Q3 2014 to
                                                                                                                                                                                                     DKK 69 million (EBITDA margin 17.2%) in Q3
                                                                                                                                                                                                     2015. This development is attributable to
Normalisations:                                                                                                                                                                                      positive contributions from the acquired
Acquisition/sale of activities/companies *)                                                              0                 1                  2                         0                       19   companies and from the Danish and Swedish
Restructuring expenses                                                                                   0                 1                 20                         3                       26   business, whereas the Norwegian business
Costs related to EG's acquisition of companies                                                           1                 4                  6                         4                        6   contributed negatively due to challenges in
Axcel's costs related to the acquisition of EDB Gruppen Holding A/S                                      0                 0                  0                         0                        1
                                                                                                                                                                                                     parts of the consultancy business related to
                                                                                                                                                                                                     the oil industry. Reported LTM EBITDA
Normalisations, total                                                                                    1                 6                 28                         7                       52
                                                                                                                                                                                                     amounted to DKK 202 million

                                                                                                                                                                                                     Normalised EBITDA for Q3 2015 amounted to
Normalised EBITDA                                                                                      70               151                230                         56                      229
                                                                                                                                                                                                     DKK 70 million compared to DKK 56 million in
Normalised EBITA                                                                                       59               116                188                         48                      200
                                                                                                                                                                                                     Q3 2014. Normalised LTM EBITDA after Q3
                                                                                                                                                                                                     2015 amounted to DKK 230 million
*Acquired companies may not have prepared interim financial statements according to the same accounting principles as EG. Normalisation of acquired companies
under "Acquisition/sale of activities" is therefore estimated on the basis of the financial due diligence performed in connection with the acquisition.
                                                                                                                                                                                                     For 2015, the company expects growth in
PRESENTATION OF FINANCIAL INFORMATION                                                                                                                                                                reported EBITDA and normalised EBITDA as a
In this Company Description, the Group makes references to EBITDA and/or EBITA and EBITDA/EBITA margin, neither of which is defined under the Danish Financial Statements Act. The items
excluded from EBITDA/EBITA and EBITDA/EBITA margin are significant in assessing the Group's operating results and liquidity. EBITDA/EBITA and EBITDA/EBITA margin have limitations as
                                                                                                                                                                                                     result of the companies acquired in 2014 and
analytical tools and should not be considered in isolation from, or as a substitute for, analysis of the Group's results as reported under the Danish Financial Statements Act. Other companies in   2015 as well as the restructurings carried out
the Group's industry and in other industries may calculate EBITDA/EBITA and EBITDA/EBITA margin differently from the way that the Group does, limiting their usefulness as comparative
measures.
                                                                                                                                                                                                     in Q4 2014

Under accounting policies of the Group certain development costs are capitalized in the balance sheet and not expensed in the year they were incurred. This means that EBITDA is higher than
had such development costs been expensed. The development cost capitalized in the balance sheet will be depreciated over 3-5 year. EBITA includes depreciations on capitalized development
costs.

                                                                                                                                                                                                                                                  20
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Selected balance sheet items September 2015

Selected balance sheet items                                  The increase in trade receivables and contract work in
                                                              progress is mainly due to a major project that began in
DKK million                    30.09.2015     30.09. 2014     2015, and for which payment is due upon final approval of
Intangible fixed assets               1,641           1,643   milestones. The first milestone was approved in early
                                                              October and payment was received in early October.
Tangible fixed assets                    41              40
Financial fixed assets                    0               0   The company's non-current assets amount to DKK 1,683
Non-current assets                    1,683           1,683   million, primarily in the form of goodwill and other
                                                              intangible assets acquired in connection with company
                                                              acquisitions.
Inventory                               16              16
Trade receivables                      229             208    The company reported a negative working capital of DKK
                                                              44 million.
Contract work in progress               32              17
Prepaid rent and deposits               10              12    The company's net interest-bearing debt at the end of Q3
                                                              2015 was DKK -1,147 million
Other receivables                       17              22
Prepayments                             41              30
Trade payables                         -67             -58
Other payables                        -251            -215
Accruals                               -71             -76
Reported NWC                           -44             -45

Cash                                     8              43
- dividend                               0               0
Securities                               0               0
Bank loan                              -37             -36
Bond debt                           -1,100          -1,100
Employee bonds                           0              -7
Tax payable                            -18             -15
Interest-bearing net debt           -1,147          -1,115

                                                                                                                          21
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Agenda

                                         Page

 Introduction and transaction overview      3

 EG’s business and market                   8

 EG financial performance                  19

 Introduction Silkeborg Data               22

 EG’s acquisition of Silkeborg Data        25

 Key investment highlights                 32

 Appendix – Risk factors                   34

                                                22
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Silkeborg Data at a glance

Leading provider of payroll and HR services for the public sector in Denmark

  In brief                                                                                                                          Business split per customer type
      Provider of payroll and HR services for the Danish public sector                                                                          Revenue split                            4 of 5 regions                    29 of 98 municipalities
       –       Handles more than 400,000 salary and pension payments to employees in the
               public sector each month                                                                                             Central          Other
                                                                                                                                  government          6%
      Market leading positions and strong customer relationships with regions and                                                    6%
       municipalities
                                                                                                                                                                        Regions
      Headquartered in Silkeborg, Denmark                                                                                                                               43%
       –       Approximately 207 employees
      History dating back to 1966
                                                                                                                                      Municipalities
      LTM Sep-2015 revenue of DKK 276m and normalized EBITDA of DKK 50m                                                                 45%

      Previously owned by Jyske Bank but acquired by Axcel in December 2013

  Financial development1                                                                                                            Product offering

                                          Revenue                  EBITDA margin adj.
      300                                                                      274                     276            20%
                                                                                                                                                                       Employee tools                                                     Employees
                                                                     251
                                                     236
      250                                                                                                             18%
                                    196                                                              18.1%
      200          170                                              17.1%                                             16%                                     Shift planning
                                                                                     16.8%
      150                                          15.7%                                                              14%                                                                                                               Managers
      100          15.9%                                                                                              12%                         HR tools
       50                         11.7%                                                                               10%
           0                                                                                                          8%                                                                                                                   Payroll
                   2010            2011             2012             2013             2014           LTM Q3                            Payroll tools                                                                                      specialist
                                                                                                      2015

Source: Silkeborg Data. 1) Financials are adjusted to reflect normalisation adjustments for one-off items and in 2010-2012 there are also adjustments to reflect stand-alone financials of Silkeborg Data (then owned by Jyske Bank)
                                                                                                                                                                                                                                                      23
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High entry barriers in payroll services for the public sector

High entry barriers in SD’s market

                                              Tender requirements
   Legislative complexity                                                                           Safe and robust solutions                                                                                                          High switching costs
                                             and market knowledge

 • Complex market                         • Typical tender requirements                          • Payroll services are mission                                                                                                    • Payroll service are closely
 • Significant experience and               require prior experience to                            critical for the public sector                                                                                                    integrated to other IT
   knowledge required                       qualify                                              • Accuracy and stability is                                                                                                         systems
 • Large number of collective             • Market understanding and                               crucial for customers                                                                                                           • Large number of staff
   and local agreements                     customer relationships are                                                                                                                                                               involved in the system
 • Legislation                              important

               • Silkeborg Data’s        • Silkeborg Data’s market presence dates          • Silkeborg Data’s payroll system has high                                                                                             • Changing provider is associated with high
                 software handles          back more than 40 years                           accuracy and uptime                                                                                                                    switching costs
                 more than 250           • Good reputation and high understanding of
                 collective agreements     the market

                                                                                                                                               100.0%

                                                                                                                                                                                100.0%
                                                                                                                                                                                         100.0%
                                                                                                                               99.9%

                                                                                                                                                                                                  99.9%
                                                                                                                                                                                                          99.9%

                                                                                                                                                                                                                          99.9%
                                                                                                                                       99.6%

                                                                                                                                                                99.3%
                                                                                                                                                                        99.7%
                                                                                                                                                        98.9%

                                                                                                                                                                                                                  98.0%
                                                                                           Core payroll system (“Basisløn”)
               • Dedicated team of 6
                 employees focused

                                                                                                  Uptime for SD’s
                 on reading, updating
                 and implementing        First hospital   First county   4 region and 29
                 relevant laws and         customer        customer        municipality
                 rules into the                                             customers
                 software as the                                                                                              okt-14 dec-14 feb-15 apr-15                                     jun-15 aug-15
                 collective agreements
                 evolve                      1970            1995             2015

                                                                                                                                                                                                                                                                                24
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Agenda

                                         Page

 Introduction and transaction overview      3

 EG’s business and market                   8

 EG financial performance                  19

 Introduction Silkeborg Data               23

 EG’s acquisition of Silkeborg Data        25

 Key investment highlights                 32

 Appendix – Risk factors                   34

                                                25
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Overview of the Danish IT market

A total market of close to DKK 80bn of which DKK ~17bn relates to Public IT services and software

  Total Danish IT market                                                             The Public IT market (services and software, EG estimates)

   DKKbn                         Hardware     Software    Services                                                         Services
                                                                                                                            ~12bn
     90
                                                                             CAGR
     80

                                                                     35.8
                                                         35.2
     70            33.9                34.5                                                                                Software
                                                                                                                            ~5bn

     60                                                                      1.8%                                           2015

     50
                                                                                     Commentary
     40                                                                                 IT market in Denmark is a large DKK ~80bn market with stable
                                                         17.1        18.0
                   15.5                16.3                                              growth
                                                                             5.2%
     30
                                                                                        EG is addressing the services and software parts of the market,
                                                                                         representing close to 70% of the total IT market
                                                                                        Services and software grow faster than hardware
     20            23.7                23.6              23.7        23.5
                                                                                        In terms of the Public Sector, EG estimates that spending on the IT
                                                                             -0.2%       services amount to approximately DKK 12bn. In addition to this,
     10                                                                                  Public Sector spending on software is estimated by EG to an
                                                                                         amount of DKK 5bn
       0
                   2012                2013              2014E       2015E

Source: IDC
Numbers are rounded and may not sum
                                                                                                                                                               26
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Key transaction rationale
Strong rationale for EG to acquire SD as a Group and to combine EG Citizen Solutions with
SD to create a clear #2 in the public Danish IT services market

                             6                                       1
                                  Proven management team to
                                     deliver the vision for a            Step change for EG Group in
                                       combined EG & SD                  terms of size and profitability

          5
                                                                                        2
              Substantial revenue and cost
              synergies from integration of                                                     Significant expansion of
              organizations and operations                                                    recurring revenue base and
                                                                                                         EBITDA

                            4                                        3
                                 Ability to create a clear #2 with         Improved position in the
                                  EG & SD becoming a strategic           attractive DKK ~17bn public
                                   partner to public customers            Danish IT services market

                                                                                                                           27
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EG Citizen Solutions – overview

The combined EG Citizen Solutions and Silkeborg Data

                                                       EG Citizen Solutions

               Combined revenues    Combined EBITDA1        Market position      Employees   % recurring EBITDA1

               DKK 600m             DKK 105m                     #2               420             71%
                        (approx.)   (17.5% margin)       (in Danish Public IT)   (approx.)

1) Before   synergies
                                                                                                                   28
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EG Citizen Solutions – customer offering                                    EG and SD combined have at
                                                                           least 4 active products with all
                                                                           municipalities and considerable
                                                                           business with 4 out of 5 regions
What do we want to create?

                         Value promise                                                               Current solutions

                                                                     Citizens service                             Social and healthcare
                                                                        Citizen self service                        Foster care
 A supplier, which has the capacity to proactively develop digital
                                                                        Utility self service                        Residence
          solutions to address customer challenges
                                                                        Marriage                                    Management of aid’s
                                                                        Funeral                                     Healthcare (Helbredskort, tillæg)
                                                                        Complaints
                                                                                                                  Salaary and HR
                                                                     Economics                                       Salary payments
                                                                        Debtor controlling                          Management of shifts
                                                                        Financial management
                                                                                                                  IT operations
   A supplier, which has the domain knowledge to develop
                                                                     Employment                                       Hosting
   reliable digital solutions addressing key customer pains                                                       

                                                                        Communication between municipality and      PC Lifecycle
                                                                         general practitioners
                                                                        Communication between municipality and   Environment
                                                                         region                                      Public communication regarding infrastructure
                                                                        Social benefits (KY)                        Public event management

                                                                     Culture                                      Internal efficiency
A supplier, which has the ability to form strategic partnerships        Resource booking
                                                                                                                     Digitisation of journals
               with regions and municipalities                          Allocation of funds                         Law information
                                                                                                                     Management of temps

                                                                                                                                                                  29
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The vision for EG Citizen Solutions
EG Citizen Solutions & SD would create a real alternative to KMD and a clear #2 in the
DKK ~17 billion Danish public IT services market

                                            Illustrative:                                                                 Key commercial high lights:

                                                                                                                          • A real alternative to KMD and a clear #2 in the
                                                                                                                            DKK ~17 billion Danish public IT services market
     Ability to drive the customer agenda

                                                                                                                          • Sales synergies from becoming a strategic
                                                                                                                            partner to local government

                                                                                                                          • Sales synergies from cross selling solutions to
                                                                                                                            existing customers

                                                                                                                          • Cost synergies and savings of DKK 17m1 from
                                                                                                                            integrating organisations and operations

                                                                                                                          • Strong platform for further M&A in the Danish
                                                                                                                            market

                                                                                                                          • Proven management team in EG to deliver the
                                                                                                                            vision

                                                   Number of customer touch points & access to
                                                              key decision makers

1)      Next 12 months. DKK 9m from personnel savings, DKK 7m from external consultants and DKK 1m from board and audit
                                                                                                                                                                               30
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Pro forma financials

Creation of a DKK 2bn+ IT services company with a higher degree of recurring EBITDA

     Revenue, pro forma LTM Sep-15, DKKm                                                                                    EBITDA, pro forma LTM Sep-15, DKKm

                                                                        >0
                                                                                                                                                                                                  17
                                          276                                                                                                                        50

                                                           EG expects to realise
                                                            substantial revenue                                                                                                                                                 297
                                                              synergies going                      2,032
            1,756                                                                                                                      230
                                                                 forward

              EG                           SD                      Synergies                         PF                                 EG                           SD                      Synergies       1                   PF

     EBITDA Q3 LTM – SD contributes with a large part of recurring EBITDA2                                                  Pro forma capitalization
                                                                                                                            DKKm                                          Existing               Transaction                 Pro Forma
                     EG                                                             Pro forma                               Total debt3                                     1,155                      +305                      1,460
                                                  SD has ~83%
                                                                                                                            Cash4                                             -8                       -80                        -88
                                                recurring EBITDA
                                                                                                                            Net Interest Bearing Debt                       1,147                      225                       1,372
                                                                                                                            (NIBD)

                                                                                                                            Normalised EBITDA                                230                        67                        297
                                                                                                                            (incl. synergies)5                                               (incl. DKK 17m synergies)

                                   Recurring                                                          Recurring             Leverage Ratio                                  4.98x                       -                        4.62x
                                    ~51%                                                               ~56%                                                                                                              (4.89x excl. synergies)

                                                                                                                            Fixed Charge Cover Ratio6                       2.78x                       -                        2.88x
                                                                                                                                                                                                                         (2.72x excl. synergies)

1)Next 12 months. DKK 9m from personnel savings, DKK 7m from external consultants and DKK 1m from board and audit; 2) Normalised EBITDA, excluding synergies; 3) Existing includes: DKK 1,100m in bonds, DKK 37m in drawn RCF, DKK 18m in
Other Debt. Transaction includes: DKK 300m new term debt and DKK 5m in Other Debt at SD; 4) Transaction includes DKK 28m of SD cash; 5) Synergies over the next 12 months amount to DKK 17m; 6) Pro forma for the new term debt
                                                                                                                                                                                                                                              31
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Agenda

                                         Page

 Introduction and transaction overview      3

 EG’s business and market                   8

 EG financial performance                  19

 Introduction Silkeborg Data               22

 EG’s acquisition of Silkeborg Data        25

 Key investment highlights                 32

 Appendix – Risk factors                   34

                                                32
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Key credit highlights

               Leading Scandinavian IT service and software provider

               Unique in vertical focus and deep sector knowledge

               Diversified customer base

               High cash conversion

               Customised proprietary software solutions

               Large share of recurring business

               Experienced management team and lean organisation

                                                                        33
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Agenda

                                         Page

 Introduction and transaction overview      3

 EG’s business and market                   8

 EG financial performance                  19

 Introduction Silkeborg Data               22

 EG’s acquisition of Silkeborg Data        25

 Key investment highlights                 32

 Appendix – Risk factors                   34

                                                34
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Risk Factors

RISK FACTORS IN GENERAL

Prospective investors should carefully consider the risks described below before making an investment decision. Since the Issuer is highly dependent on the performance of the Group, the following risk
factors relate to the Group, rather than only to the Issuer. The risks described below are not the only risks facing the Group. Investment in the Bonds involves a high degree of risk and to the extent
any of the risks described below have a material adverse effect on the Group’s business, Bondholders may lose all or part of their original investment.

The Issuer believes that the factors described below represent the principal risks inherent in the Group’s business and in investing in the Bonds. The Issuer does not represent that the statements
below regarding the risks of holding the Bonds are exhaustive. Additional risk factors not presently known, or that are currently deemed immaterial, may also render the Issuer unable to pay interest,
principal or other amounts on or in connection with the Bonds.

RISK FACTORS IN GENERAL
All of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. It is not possible to quantify
the significance of each individual risk factor, as each risk described below may materialize to a greater or lesser degree, or may have unforeseen consequences. The risk factors are not listed in any
order of priority with regard to significance or likelihood of occurrence.

Prospective investors should also read the detailed information regarding the Group, its business and industry in general as set out elsewhere in this Company Description, in the Issuer’s annual report
and otherwise available to the investors in order to reach their own views prior to making any investment decision with respect to the Bonds. Prospective investors are recommended to seek
independent advice concerning legal, accounting and tax issues relating to the specific circumstances of individual investors before deciding whether or not to invest in the Bonds.

Investors should be aware that the Bonds are exposed to market conditions of a general nature. Accordingly, the market price of the Bonds may be influenced by, for example, economic factors that
cannot be foreseen at the time of investment. Investors should be aware that the number of Bonds in circulation may fluctuate over the term of the Bonds and that the marketability of the Bonds in the
secondary market may change over the term of the Bonds, thus limiting investors’ ability to sell the Bonds. In conducting its business activities, the Group assumes risks of a varying nature, any and all
of which may affect the Group's performance and the value of the Bonds.

Each of the risks set out below applies equally to the Issuer and the Group and the occurrence of any of the following risk factors may materially and adversely affect the Group's business, results of
operations or financial condition and consequently have a negative effect on the Issuer and its ability to meet its respective obligations under the Bond Agreement.

Intra-group dependencies
A significant part of the Issuer’s assets are comprised of its shareholdings in its subsidiaries. The Issuer has limited income and a significant part of the Issuer’s income derives from dividends
distributed by its subsidiaries. The Issuer and its ability to pay interest, principal and other amounts under financial indebtedness are therefore dependent on the capacity of the Group to generate
earnings and distribute these within the Group.

                                                                                                                                                                                                              35
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Risk Factors - continued

RISKS RELATED TO THE BUSINESS

Global Economy
The Group is operating in primarily Denmark, Norway and Sweden and to a certain extent also worldwide, particularly with Scandinavian based global companies. The Group's operations and
performance depend on economic conditions and the effects hereof on and within the Retail & Media, Logistics & Production, Public, Utility, Building & Construction and SaaS & Infrastructure sectors.

The global economy and the global financial system continue to experience a period of significant turbulence and uncertainty following the severe dislocation of the financial markets and economic
decline that began in 2008. The current market climate has until recently been one of continuing recessionary conditions and trends in many economies throughout the world and this has impacted the
commercial sector and the general financial situation of enterprises.

Uncertainty about global economic conditions poses a risk as consumers and businesses may postpone or reduce spending in response to tighter credit, negative financial news or declines in income or
asset values and other macroeconomic factors, which could affect consumer spending behavior and have a material negative effect on demand for the Group’s software, services and products. The
Group's revenues and gross margins are dependent upon demand for the Group’s software, services and products and if this demand declines or the margins decline, it could have a material adverse
effect on the Group’s business, results of operations or financial condition.

The economic environment, pricing pressure and decreased employee utilization rates could negatively impact the Group’s revenues and operating results.

The Group is unable to predict the likely duration and severity of the current economic downturn and adverse global economic conditions. If the current uncertainty continues or economic conditions
further deteriorate, it could have a material adverse effect on the Group’s business, results of operations or financial condition. Furthermore, if the economic downturn continues or worsens, the Group
may not be able to secure short-term and long-term credit or leasing facilities on favorable terms or at all, which could have a material adverse effect on the Group's liquidity.

Industry and market risks
Technology changes
Rising new technologies such as cloud-based solutions and mobile technologies are gaining traction. Today, a considerable amount of the Group’s revenues are derived from cloud-based solutions, but
other unknown technologies may arise and change the foundation for the software, services and products offered by the Group. Existing ERP-players such as the Group will have to adjust their
software, services and product offerings with the emergence of new technologies, and if the Group does not manage to adjust their software, services and products accordingly, then it may have a
material adverse effect on the Group’s business, results of operations or financial condition.

The Group’s financial condition is partly dependent on solutions based on large software platforms. These standardized solutions are offered in a highly competitive and specialized market.
Approximately 60 per cent of the Group’s revenues are based on solutions and services related to Microsoft Dynamics AX and Microsoft Dynamics NAV, both of which are increasing their market share
in the ERP SME segment. The Group is dependent on its ability to develop scalable best-in-class industry solutions that supplement these standardized solutions. Changes in the technical foundations of
the standardized solutions and/or changes in customers’ preferred ERP platforms may force the Group to alter its products accordingly. The Group is forced to invest time and resources on educating
employees and updating existing software, services and products to be competitive when updated versions of existing technologies and completely new technologies are launched. If the updated
versions of existing technologies or the completely new technologies do not penetrate the market, these investments may prove futile. Furthermore the updated versions of existing technologies may
contain errors and flaws, such as the 2012 version of Microsoft Dynamics AX, which are outside of the Group’s control. These errors and flaws may entail difficulties for the Group to price and budget
project offerings for customers. The Group’s business will suffer if the Group fails to anticipate and develop new services and enhance existing services in order to keep pace with rapid changes in
technology, in the industries and in the standardized solutions on which the Group focuses. This poses a risk that could have a material adverse effect on the Group’s business, results of operation or
financial condition.

                                                                                                                                                                                                            36
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Risk Factors - continued

RISKS RELATED TO THE BUSINESS

Competition
The Group may face significant competitive pressure from other participants in the market resulting in pricing pressures, lower sales and reduced margins, which could have a material adverse effect
on the Group’s business, results of operations or financial condition.

A significant part of the Group’s revenues are based upon customized add-on solutions to standard software supplied by platform providers, primarily Microsoft, and to a very limited degree SAP. In
Scandinavia the platform providers do not deliver such customized solutions and the Group competes with smaller specialized companies e.g. CGI, Columbus IT, Fujistsu, KMD, Infor, iStone, NNIT,
Netcompany Tieto and Visma.

A part of the Group’s activities within standardized solutions is subject to competition from competitors based in countries with a lower level of expenses. As the global market place develops with
among other things the development of cloud technology lower market entry barriers are expected. If the Group does not meet these challenges it may have a material adverse effect on the Group’s
business, results of operations or financial condition.

Industry changes
The balance between insourcing and outsourcing is constantly changing. An increased focus on insourcing will lead to falling sales especially within service agreements, while a decreased focus on
insourcing will lead to rising sales.

If major platform service providers such as Microsoft seek downstream expansion in the value chain and increase their attention towards developing their own industry solutions then it may pose a risk
which unless mitigated by the Group may have material adverse effect on the Group’s business, results of operations or financial condition.

Operational risks
Innovation and software development
In order for the Group to remain competitive within its markets, it is important that the Group is able to develop and launch new software, services and products, update existing products and services
and expand new or redesigned products and services in a timely manner. Failure by the Group to do so might result in the Group falling behind its competitors. There are risks with launching a new
product on to the market. The Group’s software, services and products are complex and may contain errors, faults, performance problems or defects which were undetected in testing. It is important
that both the Group’s support and research and development teams become familiar with new software, services and products so as to be able to efficiently respond to any problems that may arise.
Once a product is launched, it is necessary to ensure that quality standards are maintained to ensure continuing customer satisfaction and confidence. If problems were to occur which are not
adequately managed it could damage the Group’s reputation and prove more difficult to market the product. If these risks were to arise they may adversely impact the Group’s business, results of
operations or financial condition.

Compatibility
In order for the Group to remain competitive within its market, compatibility with other significant components and general IT standards is a core value. Failure by the Group to be compatible with
other components might result in the Group falling behind its competitors and in loss of customers. If the issue of compatibility is not adequately managed it could damage the Group’s reputation and
prove more difficult to market the product. This may have adverse effect on the Group’s business, results of operations or financial condition.

                                                                                                                                                                                                           37
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Risk Factors - continued

RISKS RELATED TO THE BUSINESS

Project Management
The management consultancy and programming part of the Group is a project driven organization that requires the Group to ensure that the offer documents have high standards as well as the
subsequent management of the projects and resources is closely supervised. It is of vital importance that the projects are carried through with high quality in accordance with the agreed price and
deadline. There are risks connected to marketing, sales, analysis and design, development, implementation and operation in the Group’s project planning. The Group has established well planned
phases and has experience with calculating the risk of budgeting, resourcing and quality. As fixed prices become more common in the industry there exist risks that a project exceeds the anticipated
number of hours based on a flawed estimation of the necessary resources needed. Furthermore there exists a risk when defining and describing the software, service and/or product to be delivered as
there may occur misunderstandings between the Group and customers on the customers objectives which may result in re-deliverance or disputes.

Connection with Microsoft
The Group’s business and operations are among other things based on sales of standard Microsoft licenses and individually designed solutions based on Microsoft products but the Group has not
entered into any agreements with Microsoft that are unusual or peculiar within the industry. However, if Microsoft’s market share decreases, it may have an adverse effect on the Group’s business,
results of operations and financial condition.

Customer Concentration
The Group operates mainly in Denmark, Norway and Sweden and has a large customer base. Currently the Group has a diversified customer base with low dependency on single customers. Based on
LTM Q3 2015, the 10 largest customers accounted for approx. 11 per cent of the Group’s revenues, while top 20 per cent accounted for approx. 17 per cent. The Group’s division Citizen Solutions is
characterized by having relatively larger customers than the rest of the divisions. Dependency on one or more customers within Citizen Solutions may have material adverse effect on the division’s
business and results of operations.

Attack by IT viruses
As an IT business, attacks by IT viruses are a threat, both to the Group and its customers. If the Group’s products or internal IT systems are contaminated with a virus this could temporarily prevent
the Group’s customers from conducting their business or the Group from providing adequate support and services to its customers. Failure to maintain sound IT infrastructure and virus protection could
therefore result in disruptions and if they were to continue for a considerable length of time they may adversely impact the Group’s business, results of operations or financial condition.

Fires and other natural catastrophic events
The Group’s servers, systems and physical operations are vulnerable to damage or interruption from earthquakes, volcanoes, fires, floods, power losses, telecommunications failures, terrorist attacks,
acts of war, human errors, break-ins and similar events. The Group may not have sufficient protection or recovery plans in certain circumstances and the Group’s business interruption insurance may
be insufficient to compensate the Group for losses that may occur. As the Group rely heavily on the Group’s servers, systems, the physical operations and the Internet to conduct the Group’s business
such disruptions could negatively impact the Group’s ability to run the business, which could have an adverse affect on the Group’s operating results.

                                                                                                                                                                                                          38
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Risk Factors - continued

RISKS RELATED TO THE BUSINESS

Acquisitions
The business segments within which the Group is active are subject to continuous consolidation driven by the increase in cross-border trade and the search for economies of scale. As illustrated by the
acquisition of Silkeborg Data, the strategy of the Group is to participate actively in this consolidation process. This strategy for long-term growth, improved productivity and profitability depends in part
on the Group's ability to make acquisitions and to realize the expected benefits from its acquisitions. While the Group expects such acquisitions to enhance its value proposition to customers and
improve its long-term profitability, there can be no assurance that the acquisitions will meet the Group's expectations within the established time frame or at all.

Acquisitions involve a significant number of risks, including, but not limited to, risks arising from change of control provisions in contracts of any acquired company, local law factors, pending and
threatening lawsuits and risks associated with restructuring operations. The integration of acquired companies may result in unforeseen operational difficulties and costs, and the Group may encounter
unforeseen difficulty in retaining customers from and key personnel in acquired businesses. The Group may not be able to realize the expected benefits from a certain acquisition or the profitability of
the acquired company may be lower than expected or even result in a loss.

To successfully manage the integration of acquired companies or assets, the Group will need to maintain high standards of service and manage its employees effectively. The Group's successful growth
will furthermore depend on its ability to manage its expanding operations, as well as the operations of the networks of its local partners, including its ability to establish and maintain an adequate IT
infrastructure, to integrate new qualified personnel and any newly acquired businesses on a timely basis, and to maintain robust financial and management control and reporting systems and
procedures. There is a risk that the Group will not succeed therein.
If the Group is unable to expand its operational, financial, and management systems in a manner that supports the expected growth, or is unable to attract, motivate and manage a skilled workforce,
the Group may not be able to continue to satisfy customer demands. If the Group expands the business too rapidly in anticipation of increased customer demand that does not materialize, the increase
in operating expenses could exceed revenues growth and as a result reduce net income. Thus if the Group is unable to manage its growth, it could have a material adverse effect on the Group’s
business, results of operations or financial condition.

The Group has built up considerable goodwill on its accounts due to acquisitions. Notwithstanding that the goodwill is impairment tested annually the rise of new “game changing” or transformational
technology may entail that the goodwill must be immediately written off.

Risks related to employees
Attracting and retaining employees
To a large extent the Group relies on human know-how. The employees of the Group have specific sector related know-how, which is valuable for the Group. The Group has not generally entered into
non-competition or non-solicitation clauses. If employees with specific sector related know-how leave the Group, the Group might lose valuable knowledge and the employees might be hired by
competitors or establish their own companies.

The customers of the Group require deep sector knowledge including supply chain knowledge and understanding. To ensure the Group continues to offer high level advice and solutions, including
further development of software, services and products, thereby ensuring profitability the Group depends largely upon highly skilled technology professionals and the Group’s ability to hire, attract,
motivate, retain and train these personnel. Key employees might be attracted to opportunities in rising market, i.e. Norway. A failure to attract and retain competent key employees could have material
adverse effect on the Group’s business, results of operations or financial conditions.

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Risk Factors - continued

RISKS RELATED TO THE BUSINESS

Invoicing rate
The Group is highly dependent on the employees’ invoicing rate, which equals the billable hours. The invoicing rate depends on the composition of the staff as well as how the individual employee
spends his time. In 2014, a change in the invoicing rate of 1.00 percentage point across the EG group will result in an increase in the gross profit and thus in EBITDA of DKK 15 million (taking into
account fixed price contracts). A decline in the employees’ invoicing rate across the Group could have material adverse effect on the Group’s business, results of operations or financial condition.

Increased wage pressure
In certain industry sectors and countries there continues to be a significant wage pressure due to the demand for skilled employees. In a positive economic environment the wage pressure will rise as
well as the employee turnover. This may cause heavier expenses for training of new employees. If the Group does not comply with the wage demands within these industry sectors and countries, the
Group may lose valuable employees. The wage pressure and employee turnover may have an adverse effect on the Group’s profitability

IPR and Legal Risks
Contractual liability
Typically a service agreement contains provisions requiring a high percentage of uptime as well as other service requirements. In connection with the contract negotiation phase the Group seeks to
draft provisions that mitigate the size of potential liability claims and penalties. The Group has established internal controls to secure reasonable liability provisions when entering into agreements.
Nevertheless, the Group is exposed to contractual liabilities, which could have a material adverse effect if such exposure materializes. Moreover, human errors in judgment may cause the Group to
accept contractual liability provisions inadvertently or outside of internal control systems established to secure management approvals.

Under some contracts or legal regimes the Group may have unlimited liability for losses caused by its own negligence, and such liability may not be covered by the Group’s insurance policies.

Litigation and disputes
The Group’s software, services and products relate to extensive, complex transactions often involving considerable sums. Customers or other parties may file claims for compensation for loss or
damage alleged to have arisen due to reported faults or defects in the Group’s software, services, products and management or the Group may become party to judicial or administrative proceedings
relating to the Group’s business, including, responsibility for software, services and products as well as contractual interpretation and intellectual property rights. Any such claims against the Group or
the Group’s involvement in any judicial or administrative proceedings in respect of such claims could mean that the Group is forced to expend considerable sums and resources in defending such
claims, whether or not they have legal merit, and this could adversely impact the Group’s business, results of operations or financial conditions.

Insurance
The Group believes that is has a normal, market standard insurance program. The insurance program is reviewed once a year. However, the insurance program contains provisions on own risk and not
all types of losses and liabilities are covered. If a loss occurs that the insurance does not cover, it may have material adverse effect on the Group.

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