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About Vedior Report of the Board of Management Report of the Supervisory Board YES LOGO Financial statements 2005 Report of 'Stichting Administratiekantoor van gewone aandelen Vedior' Information for shareholders Historical overview

Business development

During 2005, Vedior made eight acquisitions and continued its active programme of organic expansion. The number of countries the Group operates in increased from 37 in 2004 to 44 by the end of 2005.

Acquisitions and investments

In line with our stated strategy, we acquired in 2005 majority stakes in the following companies with local management keeping a minority interest.

June

Locum Medical Group, a US provider of niche healthcare recruitment services to group and solo practices, hospitals, government facilities and long-term care facilities throughout the US.

Becker Executive Search, a US executive search company that concentrates on high-level direct hire searches with an accoun­-ting and finance focus and Becker Staffing Group, specialising in the staffing of mid-level positions on a project basis.

   
July

Mandeville Recruitment Group Ltd, a UK-based provider of permanent recruitment primarily in the sales and retail sectors.

ConsulTeam Group of Companies, a market leader in the provision of temporary recruitment services, permanent placement, training and other HR related services from offices in Bulgaria, Romania, Croatia and Serbia & Montenegro.

   
August Qualitair Aviation Group Ltd, a UK-based market leader in the provision of skilled contract aircraft engineers and technicians on a worldwide basis with operations in both the UK and The Netherlands.
   
October Compliance Inc., a US legal staffing and outsourcing firm, which has a leading market position in the provision of legal project management outsourcing.
   
November

Delta Pharma, Inc. and Delta Solutions, Inc. Delta Pharma, Inc. provides life sciences recruitment solutions to assist the clinical trials/certification process within the pharmaceutical and biotechnology industries. Delta Solutions, Inc. provides specialist IT staffing and consultancy services principally aimed at the life sciences market.

Capsil Oy a provider of outsourced pharmaceutical sales and telemarketing personnel. The Company is a pioneer and market leader in this niche market within Finland providing their clients with flexibility in addressing sales campaigns and new product launches.

In addition to these acquisitions, Vedior also made a number of other investments, including some where the Group holds a minority interest, during the course of the year. The combined consideration paid for acquisitions and investments in 2005 was €51 million.

Vedior continues to actively seek suitable acquisition opportunities in line with its objective to further diversify its business mix and increase the proportion of sales and profitability derived from professional and executive recruitment. The ideal targets are smaller companies with excellent growth prospects which can be financed from the Group’s internal cash resources.

Organic expansion

Within established markets, Vedior continues to launch new sectors to broaden our service offering in local markets and also provide an excellent engine for long-term organic growth.

In the UK, two organic start-up operations commenced trading in 2005; Andrew Farr Associates in the accounting and finance sector and Supreme Education, a new and innovative initiative for the education recruitment sector.

Two important organic initiatives were launched in the Japanese market in co-operation with local partners. Vedior Career provides permanent recruitment services while Vedior Contec provides senior engineering personnel on a contract basis for construction projects.

During the year, we also opened new offices in Cyprus, Oman and Uruguay via established brands in neighbouring countries.

Disposals

In January, we disposed of our 100% interest in the Viawerk Group, a provider of temporary light industrial personnel in the Netherlands. The Group already operates two larger and well-established traditional recruitment brands in the Dutch market, Vedior and Dactylo, and upon review of our portfolio we concluded that having a third brand operating in this highly competitive sector provided no strategic advantage. In June, we sold our minority holding in TriNet Group, Inc., a Californian-based provider of business process outsourcing services for payroll, benefits and human resources. Vedior’s gross proceeds from the sale of TriNet shares amount to USD 43 million (€35 million) of which USD 37 million (€30 million) was received at closing and the balance will be paid in instalments over the next two years. TriNet’s annual sales for 2004 were USD 44 million (€36 million) which, as a minority investment, were not consolidated within Vedior’s reported sales. TriNet’s contribution to Vedior’s 2004 net result was USD 3.1 million (€2.4 million). The net profit arising from this disposal was €15 million.

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