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ARINSO I N T E R N AT I O N A L ANNUAL REPORT 2002 www.arinso.com
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Page 1: 2002 ANNUAL REPORT - KU Leuven2002 was once again a productive year in the development of our corporate strategy. We confi rmed our position as a global HR Services partner offering

ARINSO International combines world-class ICT skills

with an innovative HR approach. We’ll run your HR engine,

so you can fully focus on the road ahead.

www.arinso.com

THE HUMAN CAPITAL COMPANY

ARINSOI N T E R N A T I O N A L

ANNUAL REPORT2 0 0 2

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Page 2: 2002 ANNUAL REPORT - KU Leuven2002 was once again a productive year in the development of our corporate strategy. We confi rmed our position as a global HR Services partner offering

ARINSO International (Euronext Brussels: ARIN) is a global HR Services partner offering

comprehensive HR business solutions to the world’s largest employers. ARINSO is dedicated

to HR Excellence through Strategic Guidance, Integration Services and customised

HR Service Delivery Solutions.

ARINSO was founded in 1994, and currently employs close to 1,200 staff in 20 countries:

Belgium, Luxembourg, the Netherlands, France, Spain, Portugal, Italy, United Kingdom, Germany,

Sweden, Finland, US, Canada, Argentina, Brazil, Mexico, Singapore, Malaysia, Taiwan and Morocco.

INVESTMENT SUMMARY

In just eight years, ARINSO has become an EUR 121 million company with 11% EBIT and 1200 staff,

by integrating state-of-the-art HRM Systems.

Increasingly, ARINSO helps clients design innovative HRM Strategies.

ARINSO aims to be a trusted partner in operating clients’ HR & Payroll processes.

Key financial drivers behind this strategy: Higher growth opportunities

Long-term recurring revenues

Long-term sustainable margins

ARINSO Africa37, Av. Abdelkarim El KhattabiCasablancaMoroccoTel. +212 22 95 60 80Fax +212 22 95 14 35

ARINSO ArgentinaAv. Cramer 2038 P.B. ‘A’1428 Buenos AiresArgentinaTel. +54 11 4788 97 17Fax +54 11 4788 96 44

ARINSO BelgiumHumaniteitslaan 116Boulevard de l’Humanité 1161070 BrusselsBelgiumTel. +32 2 558 06 70Fax +32 2 558 06 80

ARINSO BrazilAlameda Mamoré 98915° andar, conjunto 1501Crystal Tower 06454-030 BarueriSao PauloBrazil Tel. +55 11 4197 3434Fax +55 11 4197 3435

ARINSO Canada185 The West MallSuite 1530Etobicoke, OntarioCanada M9C5L5Tel. +1 416 622 9559Fax +1 416 622 2676

ARINSO FinlandMannerheimintie 12B 5th floor 00100 HelsinkiFinlandTel. +358 9 2516 6406 Fax +358 9 2516 6100

ARINSO FranceEspace 2131, Place Ronde92986 Paris La Défense 7FranceTel. +33 1 49 00 31 31Fax +33 1 49 00 31 69

ARINSO GermanyBerliner Strasse 10140880 RatingenGermanyTel. +49 2102 99 79 0Fax +49 2102 99 79 79

ARINSO ItalyVia G. Murat 2320159 MilanoItalyTel. +39 02 694 321Fax +39 02 694 322 01

ARINSO LuxembourgPlace d’Armes 3L-1136 LuxembourgG.D. of LuxembourgTel. +352 46 60 83Fax +352 46 60 84

ARINSO MalaysiaEmpire TowerLevel 35A-1 Empire Tower182 Jalan Tun Razak50400 Kuala LumpurMalaysiaTel. +60 3 2166 5886Fax +60 3 2166 5887

ARINSO MexicoBelisario Domínguez 64Col. Miguel HidalgoDelegación Tlalpan14410 Mexico DFMexicoTel. +52 56 65 22 85Fax +52 56 66 05 70

ARINSO NetherlandsBeurs-World Trade CenterBeursplein 37 PO Box 301843001 DD RotterdamThe NetherlandsTel. +31 10 205 25 33Fax +31 10 205 53 79

ARINSO PortugalPr. Marqués de Pombal, 16 A, 5º Piso1250-163 LisboaPortugalTel. +351 21 350 40 56Fax +351 21 350 40 01

ARINSO Singapore83 Clemenceau Avenue# 14-01 UE SquareSingapore 239920Tel. +65 6 73 61 366Fax +65 6 73 62 655

ARINSO SpainCarretera de la Coruña, km. 23,2Edificio ECU Planta 228230 Las RozasMadrid – SpainTel. +34 91 640 28 90Fax +34 91 640 28 91

ARINSO Sweden Solna Strandväg 78171 54 SolnaSwedenTel. +46 8 505 21091Fax +46 8 545 21010

ARINSO Taiwan9/F No. 342Sec. 1, Keelung RoadTaipei Taiwan R.O.C.Tel. +65 6 73 61 366Fax +65 6 73 62 655

ARINSO United Kingdom107 Fleet StreetLondon EC4A 2ABUKTel. +44 20 7936 90 14Fax +44 20 7936 91 41

ARINSO United States3535 Piedmont RoadBuilding 14, Suite 1000Atlanta, GA 30305USTel. +1 404 260 19 00Fax +1 404 260 19 01

ARINSO International • Humaniteitslaan 116 • B-1070 Brussels

Tel. +32 2 558 06 70 • Fax +32 2 558 06 80

ARINSO International is part of

the NextEconomy Quality Segment on EURONEXT Brussels.

Page 3: 2002 ANNUAL REPORT - KU Leuven2002 was once again a productive year in the development of our corporate strategy. We confi rmed our position as a global HR Services partner offering

CONTENTS

1. CONSOLIDATED KEY FIGURES 2002 3

2. CHAIRMAN STATEMENT 4

3. MANAGEMENT STATEMENT 5

4. REPORT FROM THE BOARD OF DIRECTORS 6

5. ARINSO INTERNATIONAL: STRATEGIC FOCUS 14

6. WORLDWIDE STRUCTURE AND PERFORMANCE 16

7. CORPORATE GOVERNANCE 18

8. INFORMATION FOR SHAREHOLDERS 25

9. FINANCIAL INFORMATION 2002

• Consolidated accounts of ARINSO International 29

• Statutory accounts of ARINSO International 49

A R I N S O

contents

1

Page 4: 2002 ANNUAL REPORT - KU Leuven2002 was once again a productive year in the development of our corporate strategy. We confi rmed our position as a global HR Services partner offering

120,000

110,000

100,000

90,000

80,000

70,000

60,000

50,000

40,000

30,000

20,000

10,0000

1999 2000 2001 2002

55,06

6

81,34

2

110,8

83

6,000

4,000

2,000

0

-2,000

-4,000

1999 2000 2001 2002

6,792

-4,40

6

6,495

1,200

1,000

800

600

400

200

0

1999 2000 2001 2002

598

959

1,100120,8

08

3,268

1,194

Net Sales

in ‘000 EUR

Net Result

in ‘000 EUR

Headcount Growth

16,000

14,000

12,000

10,000

8,000

6,000

4,000

2,000

0 1999 2000 2001 2002

12,00

5

8,539

15,66

1

13,29

5

Current EBIT

in ‘000 EUR

15,000

10,000

5,000

0

-5,000

-10,000

1999 2000 2001 2002

5,320

-5,93

2

10,10

1

15,69

5

Net Operating Cash Flow

in ‘000 EUR

10,000

9,000

8,000

7,000

6,000

5,000

4,000

3,000

2,000

1,000

0 1999 2000 2001 2002

8,154

6,652

10,49

7

8,623

Current Result

in ‘000 EUR

A R I N S O

consolidated key fi gures

2

Page 5: 2002 ANNUAL REPORT - KU Leuven2002 was once again a productive year in the development of our corporate strategy. We confi rmed our position as a global HR Services partner offering

(1) Pro froma consolidated accounts

(2) The consolidation extended in

2000 with the following acquired

companies: ARINSO Germany,

ARINSO Brazil, Idégé (Canada)

and HRS (Italy), and the

incorporated companies:

ARINSO Africa, ARINSO

Argentina, ARINSO Mexico,

ARINSO Singapore, ARINSO

Malaysia and ARINSO Taiwan.

(3) Net sales consists of the period’s

turnover less project expenses

charged to customers.

(4) Costs in relation to the capital

increase, start-up investments,

acquisition costs and cost of

restructuring.

(5) The increased goodwill

depreciation is due to the

acquisition of the DPS activities

(Canada - Q2) and the IT2

acquisition (Germany - Q4)

in 2002.

(6) The non current fi nancial costs for

2002 exclusively relate to the

impact of the devaluation of the

Argentinean peso, the Mexican

peso and the Brazilian real on the

outstanding foreign currency loans.

(7) Extraordinary charges for 2002

consist mainly of:

• The sale of the Remix activities

in Q2: K EURO 395

• The downsizing of the Mexican

operations in Q4:

K EURO 106

• Accruals related to claims of

former employees:

K EURO 149

(8) The total net cash fl ow of 2000

includes the capital increase of

K EURO 52,912

1. CONSOLIDATED KEY FIGURES 2002

in ‘000 EUR 1999 (1) 2000 (2) 2001 2002

Net Sales (3) 55,066 81,342 110,883 120,808

Operating Profi t 11,415 450 12,576 9,848

Non recurring items (4) 583 6,471

Depreciation consolidation goodwill (5) 7 1,618 3,085 3,447

EBIT (current) 12,005 8,539 15,661 13,295

EBIT Margin (current) 21.8% 10.5% 14.1% 11.0%

Depreciation and write-offs on fi xed assets 1,475 2,335 2,669 1,912

Write-offs on trade receivables 50 800 239 66

EBITDA 13,530 11,674 18,569 15,273

EBITDA Margin (current) 24.6% 14.4% 16.7% 12.6%

Financial Result 100 559 1,073 356

Financial Income 234 1,437 1,775 2,271

Financial Cost - current (134) (878) (702) (631)

Financial Cost - non current (6) (1,284)

Result on ordinary activities 11,515 1,009 13,649 10,204

Extraordinary Result (772) (2,969) (917) (624)

Extraordinary income 28 158 108 69

Extraordinary charges (7) (800) (3,127) (1,025) (693)

Result before taxes 10,743 (1,960) 12,732 9,580

Taxation (3,951) (2,446) (6,237) (6,312)

Current result 8,154 6,652 10,497 8,623Net result after taxes, before non current items, depre-ciation on consolidation goodwill & extraordinary results

Net result 6,792 (4,406) 6,495 3,268

Net operating cash fl ow 5,320 (5,932) 10,101 15,695

Total net cash fl ow (8) 4,601 26,402 6,246 10,086

Capital and reserves 12,599 61,023 67,240 71,186

Balance sheet 28,156 80,855 93,133 99,667

Solvency 44.4% 75.4% 72.2% 71.4%

Net fi nancial debt 2,595 516 178 14

Results per share (EUR)

Number of shares 13,228,021 14,550,823 14,550,823 14,550,823

Current result 0.62 0.46 0.72 0.59

Current result after depreciation on consolidation goodwill 0.62 0.35 0.51 0.36

Net result 0.51 (0.30) 0.45 0.22

Net operating cash fl ow 0.40 (0.41) 0.69 1.08

Total net cash fl ow 0.35 1.81 0.43 0.69

A R I N S O

consolidated key fi gures

3

Page 6: 2002 ANNUAL REPORT - KU Leuven2002 was once again a productive year in the development of our corporate strategy. We confi rmed our position as a global HR Services partner offering

4 5

2. CHAIRMAN STATEMENT

___ 2002: ARINSO INTERNATIONAL OUTPERFORMING ITS INDUSTRY

In a year that was particularly challenging for the IT services industry, ARINSO International

has succeeded in keeping to its path of internal growth and consolidation. At the outset,

we set ourselves a clear target: to grow net sales by 10%, while maintaining an operational

margin above 10%. We achieved consolidated net sales of EUR 121 million (up 9 %),

almost entirely by organic growth and ended the year with an EBIT margin of 11%.

Looking back on our stellar growth of previous years, this is not as exciting as we would

have hoped, but compared with most competitors it is an exceptionally strong performance.

ARINSO is just about the only player IT services company which has managed to grow both

in sales and employment throughout 2001 and 2002.

Both the effectiveness and the effi ciency of our organization have been improved. ARINSO

has managed to attract and retain some of the brightest consultants and managers in our

industry. Operations have been set up in Scandinavia, home of some of Europe’s largest

multinational employers. In the US we have had a particularly strong year, winning business

with high visibility.

In light of the current global economic instability, the Board of Directors must remain

cautious about 2003. We are however confi dent that ARINSO will successfully deliver its

corporate strategy for a number of reasons: ARINSO has a solid mainstream business,

a focused strategy, an impressive client list and the fi nancial resources to make signifi cant

up-front investments in new operating models. Above all, ARINSO enjoys the continued

drive of management and determined staff to succeed.

For the longer term, therefore, we believe that ARINSO will remain a successful competitor

in its industry. Once the important investments in the Business Process Outsourcing

strategy take root, generating important assignments, we should expect a period of steadily

growing recurring revenues with increasing margins.

Allow me to conclude this statement with a personal note. As I approach my mid-80’s, it is

my intention to retire from the ARINSO Board of Directors on the occasion of ARINSO’s

2003 Annual Shareholders’ meeting. It has been an honor to have been the chairman of this

company for over three years, During this time solid foundations have been laid as a market

leader in global HR solutions. I wish ARINSO, its management, staff, partners, clients and

shareholders every good fortune for the future.

Sir Alcon CopisarowChairman of the Board of Directors

A R I N S O

chairman statement

Page 7: 2002 ANNUAL REPORT - KU Leuven2002 was once again a productive year in the development of our corporate strategy. We confi rmed our position as a global HR Services partner offering

4 5

3. MANAGEMENT STATEMENT

___ 2002: PUTTING ARINSO ON THE GLOBAL HR RADAR SCREEN

2002 was once again a productive year in the development of our corporate strategy.

We confi rmed our position as a global HR Services partner offering comprehensive

HR business solutions to the world’s largest employers. ARINSO is perceived by many

clients as dedicated to HR Excellence through Strategic Guidance, Integration Services

and customized HR Service Delivery Solutions.

With close to 1,200 staff in 20 countries, we have reached market leadership across

Europe, and have become a respected challenger in North America and the Asia Pacifi c.

We have continued to strengthen our operational and managerial structure as we have

moved successfully into new business areas such as HR Transformation and HR Business

Process Outsourcing. For a growing number of multinational clients, we have become the

partner of choice for international HR Management Solutions.

ARINSO offers HR Strategy Consulting, in which we help clients analyze their internal

HR processes – and ultimately assist them in improving and transforming these processes.

Our core activity is still in Integrating HR Management Systems, from Enterprise

Resource Planning to e-HR and Enterprise Portals. We have continued to build strong

relationships with all leading providers of HR Software. For the years ahead, the business

line with the highest opportunities for growth, however, will be the outsourcing of

HR Operations. ARINSO not only sets up HR Shared Service Centers for clients, but can

also take up the day-to-day management of HR processes.

Refl ecting on 2002, we would also like to thank all the individuals who have made ARINSO

the success it is. Without the dedication, creativity and enthusiasm of our management and

staff, ARINSO’s position and reputation would not be what it is today. Also, we wish to thank

all of our clients and shareholders, both national and international, for the confi dence they

have given us. In 2003, the ARINSO management team will continue to strive to meet the

expectations of all our stakeholders: deliver shareholder value as well as high client

satisfaction ratings, through a motivated and dedicated workforce.

Jos SluysChief Executive Offi cer

Marleen VercammenChief Financial Offi cer

A R I N S O

management statement

Page 8: 2002 ANNUAL REPORT - KU Leuven2002 was once again a productive year in the development of our corporate strategy. We confi rmed our position as a global HR Services partner offering

6 7

4. REPORT FROM THE BOARD OF DIRECTORS

OVERVIEW OF ACTIVITIES IN 2002

ARINSO INTERNATIONAL MEETS TARGETSIN CHALLENGING MARKET CONDITIONS

ARINSO managed to grow consolidated net sales to EUR 120.8 million in 2002,

a year with particularly challenging market conditions. Compared with net sales of 2001,

this means net sales growth of 9%.

Like-for-like growth is also 9%, factoring out the disinvestments of the Italian affi liate Systech

and the Remix activities and the acquisitions of IT2 in Germany and DPS in Canada.

Organic growth at constant exchange rates would have been 11%, as lower USD,

CAD and Brazilian Real exchange rates infl uenced net sales with EUR -3 million or -2.6%.

In 2002, ARINSO launched a successful initiative to continuously improve its working capital,

leading to a record performance in Net Operating Cashfl ow (EUR 15.7 million, up 55%).

ARINSO reports current EBIT of EUR 13.3 million – a margin of 11.0%.

The EBIT margin is lower than in 2001 (14.1%), caused by three elements:

1. Slowdown in IT and service spending throughout the industry, with subsequent

project delays and pressure on consultancy rates.

2. Signifi cant investments made in staffi ng and marketing the Business Process

Outsourcing (BPO) initiative in Europe and North America. ARINSO reconfi rms its

2002 statement that “trading short-term profi tability for long-term recurring revenues

and profi t is the right strategic choice”. These investments were further accelerated in

Q4, leading to EUR 3.2 million for 2002, or 2.6 % of net sales.

3. Accruals of EUR 0.8 million for restructuring in some countries, increasing fl exibility

to adapt to market evolutions.

Current result for the year was EUR 8.6 million (-18% yoy). After depreciation on

consolidation goodwill and non-current fi nancial results, net profi t for 2002 was

EUR 3.3 million (-49% yoy).

A number of exceptional events had a negative infl uence on the net profi t:

1. Devaluation of the Argentinean peso, the Mexican peso and the Brazilian real –

causing a fi nancial loss of EUR 1.2 million, non recurrent.

2. Sale of the REMIX activities in Brazil: extraordinary loss of EUR 0.4 million.

3. Exceptional costs of EUR 0.2 million in Q4 to downsize Mexican operations.

A R I N S O

report from the board of directors

Page 9: 2002 ANNUAL REPORT - KU Leuven2002 was once again a productive year in the development of our corporate strategy. We confi rmed our position as a global HR Services partner offering

6 7

ARINSO’s Board and Management are satisfi ed to report this solid performance in an

industry waiting for signs of recovery. ARINSO clearly outperforms most of its peers

through a dedicated HR focus and global presence. Promising investments in the Business

Process Outsourcing area combined with fast growing strategic consultancy assignments in

the area of HR transformation are accelerating our full service offering to our impressive

customer base. ARINSO’s unique expertise in HR & Payroll integration proves to be a major

differentiator, as clients want to implement new HR Service Delivery models. It appears that

the Outsourcing trend is now also reaching Europe. The market is showing a growing

interest in ARINSO’s Managed Payroll solution, the forefront of more comprehensive

HR-BPO contracts to come.

___ BALANCE SHEET

The ARINSO consolidated balance sheet as per December 31, 2002 remains extremely solid,

with a solvency ratio (equity vs. total assets) of 71.4 %, no fi nancial debts and a cash position

of EUR 49.4 million, allowing the Company to fulfi ll its strategic ambitions in the areas of

HR Strategy and HR Business Process Outsourcing.

Inherent to our business, the amounts receivables are the second most important element

of the working capital of ARINSO (35% of total assets). As a result of continuous

management focus, risks of non-recovery are limited and accrued for. The average days

outstanding is in line with the average in our industry.

The healthy cash situation allows ARINSO to fi nance potential needs for working capital on

behalf of its subsidiaries. In order to further streamline and optimize the fi nancing structure

of the group, as well as to separate these intra-group fi nancing activities from the

operational activities, the Board decided to consolidate these fi nancing activities in a

separate legal structure. As a result, the legal ownership within the group of certain

subsidiaries has been rescheduled, leading to an exceptional gain of EUR 15.3 million in the

statutory accounts of ARINSO International NV per December 31, 2002. For the group,

this decision is neutral and does not impact the consolidated accounts.

___ CASH FLOW

Operating activities generated a net cash fl ow of EUR 15.7 million versus EUR 10.1 million

in 2001. EUR 4.8 million was spent in investments in fi nancial (DPS and IT2) and non-

fi nancial fi xed assets, where the investing activities in 2001 resulted into net cash out of

EUR 3.3 million. Financing activities caused a net cash out of EUR 0.8 million versus

EUR 0.5 million in 2001. Together with the effect of exchange rate differences on cash and

cash equivalents, ARINSO reports a 2002 net cash increase of EUR 9.5 million.

A R I N S O

report from the board of directors

Page 10: 2002 ANNUAL REPORT - KU Leuven2002 was once again a productive year in the development of our corporate strategy. We confi rmed our position as a global HR Services partner offering

8 9

___ STAFFING

Per December 31, 2002, ARINSO International employed 1,194 staff in 19 countries.

Compared to 2001, this is an increase of 9%. ARINSO is one of the few IT services

providers to expand its workforce in diffi cult market conditions. The voluntary attrition

rate (% of staff leaving the company at their own initiative) is below 10 %, a record low.

It should be noted that the acquisition of IT2 in Germany had a positive effect on the

total workforce (+30), whereas the sale of the Remix activities in Brazil had a negative

effect (-15).

The composition of the ARINSO workforce continues to evolve towards more seniority.

Whereas in 2000 close to 30% of all consultants were of a junior experience level, this

number is now limited to 10%. This refl ects ARINSO’s reputation as a specialized niche

player in HR Technology, offering higher degrees of project expertise than most of its

competitors.

___ CLIENTS

ARINSO International enjoys a client reference list consisting mainly of tier-one

employers (20,000 employees and more), who select ARINSO as their global HR

Technology partner. There is a high recurrence in ARINSO’s revenues: eight of the

top-ten clients of 2001 also fi gure in the top-ten list of 2002.

Although 2002 was a challenging year for our industry, ARINSO was able to strengthen its

market position in most major markets, both in terms of clients, skills & resources, and

promising service offerings. In key markets such as France and Belgium, ARINSO won all

major deals that came on the market in 2002.

A R I N S O

report from the board of directors

Staff Profi les 2002

Staff Evolution

5% Senior Management 12% Management & Support 9% Expert / Project Manager 17% Senior Consultant 47% Consultant 10% Junior Consultant

Headcount 2001 Q1 Q2 Q3 Q4 2002

Employees hired 107 59 85 99

Left the company 69 65 80 42

Total headcount 1,100 1,138 1,132 1,137 1,194 1,194

Page 11: 2002 ANNUAL REPORT - KU Leuven2002 was once again a productive year in the development of our corporate strategy. We confi rmed our position as a global HR Services partner offering

8 9

Since October 2002, ARINSO has concluded several international deals. Management

considers Q4 2002 to be the strongest quarter ever in terms of international business

development. This evolution is the result of recent investments:

1. Dedicated international sales & delivery organization, built on local expertise,

knowledge and relationships

2. Completeness of our service offerings and innovative HR solutions

The importance of ARINSO’s international accounts grew considerably in 2002. In total,

90 companies out of the Fortune Global 500 are active or recent accounts. ARINSO has

developed strong relationships with major corporations on a regional or global level and is

able to capitalize on these partnerships.

ARINSO counts 90 Clients within Fortune Global 500

Consumer & RetailAhold, Carrefour, Compass, Dior, L’Oréal, Metro,

Sodexho, Unilever, Whirlpool

Financial ServicesABN AMRO, AXA, Barclays Spain, Citigroup, Commerzbank,

Dexia Group, Deutsche Bank, Dresdner Bank, Fortis, Hypovereinsbank, ING, KBC, Rabobank, Unicredito-Pekao

Pharma & ChemicalsAkzo Nobel, Astra Zeneca, Aventis,

Bayer, Celanese, Degussa, DSM, Dow Chemical, du Pont de Nemours,

JohnsonDiversey, Procter & Gamble, Rhodia

EnergyChevronTexaco, ConocoPhilips, ExxonMobil, E.ON, EDF, Norsk Hydro, RAG Repsol YPF, Royal

Dutch/Shell Group, RWE Group, Statoil

Pharma & ChemicalsAkzo Nobel, Astra Zeneca, Aventis,

Bayer, Celanese, Degussa, DSM, Dow Chemical, du Pont de Nemours,

ChevronTexaco, ConocoPhilips, ExxonMobil, E.ON, EDF, Norsk

auto-

aero

sp

ace

utili

ties

&

telecomenergy

chem

ical

s

financial

consumer

8

9

11

16

11

1214

9

&de

fe

nce

engi

neer

ing

technology -

phar

ma

&

services

& retailmotive

AutomotiveBMW, Goodyear, General Motors, Paccar, Renault, Robert Bosch, Volkswagen, Volvo Trucks

Aerospace & DefenceAir France, Bombardier, EADS Airbus, Honeywell, KLM, Lockheed, Lufthansa, Pratt & Whitney, Rolls Royce

Utilities & EngineeringArcelor, Bouygues, Corus, Halliburton, Lafarge, Saint Gobain, SchlumbergerSEMA, StoraEnso, Tyco, Thyssen Krupp, Tetrapak

Technology - TelecomAlcatel, AT&T, Bouygues Telecom, Canon, Comparex, France Telecom, Nortel, Siemens, Sony, Telefonica, Nokia, Ericsson, HP, Sun, EDS, Oracle

FortuneGlobal500

A R I N S O

report from the board of directors

Global or Multi Country ARINSO Clients

Shell

ExxonMobil

Paccar

SAP (contractor)RenaultCelaneseIFFKLM

Client 11-20

Client 31-40

Other

INGFortis

Client 21-30

Client 41-60

15.9

10.4

3.22.72.22.12.12.11.71.6

12.0

8.0

6.0

8.0

22.0

00

100%100%

percentageaandeel

client

Shell (energy)

ExxonMobil (energy)

Paccar (automotive)

SAP (subcontracting)Renault (automotive)Celanese (chemicals)IFF (chemicals)KLM (airline)

Client 11-20

Client 31-40

Others

ING (financial)Fortis (financial)

Client 21-30

Client 41-60

15.9

10.4

3.2

2.7

2.22.12.12.11.71.6

12.0

8.0

6.0

8.0

22.0

100%100%

% client

2002 Revenue per Client

Page 12: 2002 ANNUAL REPORT - KU Leuven2002 was once again a productive year in the development of our corporate strategy. We confi rmed our position as a global HR Services partner offering

1 0 1 1

The services delivered on a international level to industry leaders such as Shell and

ExxonMobil have set new standards in multi-country HR service delivery, producing more

HR value while lowering signifi cantly total cost of payroll ownership in more than

25 countries.

___ PARTNERSHIPS

ARINSO International has developed partnerships with leading software companies such as

SAP, PeopleSoft, Oracle, Meta4, BrassRing and Recruitsoft. With over 600 HR Management

Systems live, ARINSO combines a proven ability to implement and operate best-of-breed

software platforms with a global presence.

___ INVESTMENT STRATEGY

From a strategic point of view, ARINSO continues to streamline and strengthen its business

before investing in further acquisitions or geographic expansion. The key focus continues to

be on internal growth, profi tability and developing new vertical business lines.

___ HR STRATEGY & HR BPO HIGHLIGHTS 2002

Early 2002, ARINSO set up HR Strategy & BPO teams in both North America and Europe.

These teams are advising leading organizations in their HR Transformation process, possibly

leading to HR Service Centers and HR Business Process Outsourcing. ARINSO expects that

by 2006, half of its business will be in long-term HR outsourcing contracts. Therefore, the

decision has been made to accelerate BPO investments, in terms of infrastructure, senior

staff & marketing. ARINSO’s overall investment in HR BPO (people and infrastructure) was

close to 3 % of its 2002 revenue. These investments have been entirely expensed in the

2002 accounts.

In the area of HR Transformation studies and HR Business Process Outsourcing (BPO)

blueprints, ARINSO made signifi cant progress in 2002. An important number of studies are

being executed and presented to some of the largest employers in Europe and North

America. ARINSO’s fi rst HR BPO deal with Celanese Americas, started one year ago,

is an operational and fi nancial success proving our HR BPO capabilities. Most industry

researchers recognize that ARINSO is becoming a thought leader in distributed

HR Delivery.

___ INVESTMENT HIGHLIGHTS 2002

1. Acquisition of DPS Consulting Inc.

The integration of DPS Consulting, a Canadian SAP-HR consulting company acquired in

May 2002, was successful. The deal confi rms ARINSO’s market leadership in SAP-HR, and

provides critical mass in the British Columbia market (Western Canada), while further

enhancing the group’s ability to deliver large SAP-HR projects in Canada.

A R I N S O

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2. ARINSO Nordic AB

ARINSO has successfully established its operations in Sweden and Scandinavia. Together

with SAP, ARINSO is ready to develop the Nordic Payroll market – and is expected to make

the necessary investments in this promising geography. Contracts have been won for a

number of large Scandinavian multinationals, ensuring the successful start of ARINSO’s

19th country offi ce.

3. Disinvestments of REMIX (Brazil) – Downsizing of Mexican operations

In Brazil, Remix has sold its business activities, as they had become non-core to ARINSO.

The exceptional loss related to this sale amounted to EUR 0.4 million, including the

amortization at 100% of the remaining goodwill on Remix. In 2001, Remix generated net

sales of EUR 0.8 million with a negative Ebit margin of -45%.

In Mexico, ARINSO downsized its operation in Q4 of 2002.

4. Strengthening market position in France

In June 2002, ARINSO announced a partnership in France with Bureau van Dijk Computer

Services, through which Bureau van Dijk SAP clients would benefi t from ARINSO’s

experience and expertise in SAP-HR. This move will further strengthen ARINSO’s market

leadership in SAP-HR in France.

5. Acquisition of IT2 Information Systems AG

In December 2002, ARINSO International announced the acquisition of IT2 Information

Systems AG in Germany, leading ARINSO towards a leadership position in the world’s

largest SAP-HR market. IT2 also brings a number of excellent client relationships with

leading German companies in the banking and public sector. IT2’s revenues for 2002 were

about EUR 3.5 million.

The integration of IT2 into ARINSO Deutschland will be completed by Q1 of 2003.

Combined, the entity operates from three offi ces (Frankfurt, Hamburg, Ratingen) covering

the entire German market. With a total of 70 consultants, ARINSO has become the market

leader in Germany. IT2 Information Systems AG has been consolidated by ARINSO as of

Q4 2002.

___ IMPORTANT EVENTS AFTER THE CLOSING OF THE FISCAL YEAR

JANUARY 2003

First HR BPO contract demonstrates success through results

In January 2002, Celanese Americas (NYSE: CZ) and ARINSO International

announced a 7-year contract for the outsourcing of human resources and payroll services in

the United States. Under this agreement ARINSO took over all-transactional and

administrative tasks related to HR, payroll, and health & welfare benefi ts for Celanese’s

5,500 US employees, providing ongoing application support for SAP-HR.

One year into the contract, both Celanese and ARINSO feel all of the objectives for the

partnership have been largely met. Processes such as US Payroll, US Benefi ts, Organizational

Management, Employee Record Management and Reporting are now operated through the

ARINSO Employee Service Center in Atlanta, Georgia.

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report from the board of directors

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FEBRUARY 2003

Further strengthening ARINSO’s leading position in Financial Services

In February, ARINSO Belgium announced that it had successfully fi nalized the blueprint

phase for KBC’s new HR Management System – together with lead consultant Accenture.

According to KBC, great progress had been made in preparing this 3000 man-days project.

For ARINSO, this project confi rms its leading position in HR Technology for the Financial

Services industry, both in Belgium and in Europe. KBC will be the largest Belgian showcase

ever for SAP Portals, through which staff will be able to access growing amounts of

HR related data via an employee portal. KBC expressed the ambition to use technology

as a driver to optimize HR Service delivery towards its employees.

Rhodia contract confi rms ARINSO leading position in Managed Payroll Services

Rhodia, a world leader in specialty chemicals signed a 5-year multi-million EURO Managed

Payroll Services Agreement with ARINSO. Within the framework of this agreement,

ARINSO will run and manage the SAP-HR based payroll of all +11,000 employees of Rhodia

in France, through ARINSO’s service center in France.

Rhodia is one of the world’s leading manufacturers of specialty chemicals. Providing a wide

range of innovative products and services to the automotive, health care, food, consumer,

fi bers, electronics, agricultural and industrial markets, Rhodia offers its customers tailor-

made solutions based on the cross-fertilization of technologies, people and expertise.

Rhodia employs 27,000 people worldwide, and is listed on the Paris and New York stock

exchanges.

MARCH 2003

ARINSO launches operation in Finland

ARINSO International and SAP AG partner for Payroll solutions in the Nordic countries

Finland and Sweden. The objective of the partnership is to promote SAP Payroll as the

reference payroll solution for organizations in the Nordics. Over the next two years, SAP

and ARINSO will further develop successful payroll references in Sweden, Finland, Norway

and Denmark. In a move to make this commitment more tangible and to better support

existing Finnish clients, ARINSO has opened an offi ce in Helsinki, which will – together with

the Stockholm offi ce – function as a bridgehead for the Nordic region.

After the closing of the fi scal year no specifi c events took place that may have

infl uenced the annual accounts proposed to the General Assembly.

___ PROSPECTS FOR 2003

The outlook for 2003 remains hopeful, although ARINSO, just as most IT Services

companies, is cautious forecasting the year. Diffi cult economic circumstances for some

of the larger clients may lead to projects being postponed, and continued pressure on

consulting fees. ARINSO has made the strategic choice to accelerate investments in

HR Business Process Outsourcing (BPO) as short-term structural investments need to be

made to win long-term outsourcing contracts. ARINSO is convinced that trading short-term

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profi tability for long-term recurring revenues and profi ts is the right strategic choice.

In light of this investment strategy, ARINSO will not issue any dividends over 2002.

Although visibility across the industry will remain limited throughout the year,

ARINSO is confi dent that it will be able to grow both top line and bottom line in 2003.

___ RESEARCH AND DEVELOPMENT ACTIVITIES

Being a supplier of services, ARINSO International does not perform any specifi c activities

in the fi eld of research and development.

___ MODIFICATION OF THE ARTICLES OF ASSOCIATION

• Extraordinary General Meeting of May 21st, 2002 (B.S. June 28th, 2002);

• Rescheduling of the date of the Annual shareholders’ meeting to April 29th at 10h00,

unless this day is a Saturday, Sunday or Public Holiday, in which case the meeting will

be held on the preceding working day;

• Modifi cation of the articles of association in order to align them with the decisions

taken.

___ AUDITOR’S REPORT

The individual and consolidated annual accounts of the Company were audited by

the Auditors, BCV Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren, represented by

Mr. Pierre Berger. The fee paid to the Auditors for carrying out this assignment is

36,450 EUR per annum.

During the fi nancial year 2002, the Auditors, KPMG Bedrijfsrevisoren and associated

companies were paid a total amount of 18,200 EUR and 116,980 EUR respectively in fees

for the performance of additional tax services and other services.

___ PROPOSAL FOR APPROPRIATION OF THE RESULTS

The Board of Directors proposes to appropriate the result of ARINSO International NV,

as shown in the individual annual accounts, as follows:

• Profi t for the year available for appropriation 30,548,809 EUR

• Profi t brought forward 2,159,730 EUR

• Profi t to be appropriated 32,708,539 EUR

The Board of Directors proposes to distribute the profi t balance for appropriation as

follows:

• Transfer to legal reserves 1,527,441 EUR

• Profi t to be carried forward to the next fi nancial year 31,181,098 EUR

A R I N S O

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5. ARINSO INTERNATIONAL: STRATEGIC FOCUS

ARINSO offers HR Strategy Consulting, in which we help clients analyze their internal

HR processes – and ultimately assist them in improving and transforming these processes.

Our core activity is still in Integrating HR Management Systems, from Enterprise

Resource Planning to e-HR and Enterprise Portals.

The business line with the highest opportunities for growth, however, will be the

Outsourcing of HR Operations. ARINSO not only sets up HR Shared Service Centers

for clients, but can also take up the day-to-day management of HR processes.

In many large organizations today, HR departments are overworked yet undervalued.

Too much time and effort is spent on routine administrative tasks, driving the focus away

from HR Strategy development.

In terms of HR Outsourcing, ARINSO can practice what it preaches: besides setting up

Service Centers and providing Application Maintenance Support, we are also moving into

the HR Business Process Outsourcing fi eld. This means that ARINSO can actually run a

client’s HR processes – managing infrastructure, content and maintenance. We strongly

believe that this business line will deliver important growth opportunities for our company.

Outsourcing non-core functions has become a signifi cant trend in the global economy. In

particular, the market for HR Business Process outsourcing and payroll is expected to grow

at a rate above 25%.

Part of those administrative tasks can be redirected to the employee via self-service

initiatives such as enterprise portals. By improving the service/cost ratio per employee,

companies face a huge savings potential in terms of HR costs per employee, per year.

Strategy- HR Business Analysis- HR Process Improvement- HR Transformation Management

HR Business AnalysisHR Process ImprovementHR Transformation Management

HR

Integration- Enterprise Resource Planning (ERP)- e-HR- Enterprise Portals

ARINSO the Human Capital Company

Operations- HR Shared Service Centers (HRSC)- HR Application Maintenance Outsourcing (AMO)- HR Business Process Outsourcing (BPO)

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At the time of ARINSO’s Initial Public Offering, the company unveiled an ambitious strategy

to balance its revenues over the various business lines. The underlying strategy was and

continues to be that long-term growth and profi tability will come from stable and recurring

HR outsourcing business. It is ARINSO’s aim to see half its revenues come from recurring

HR Strategy and HR Operations contracts within four years.

In order to speed up this shift towards HR Operations, we have accelerated our ambitious

plan to expand our offering in HR Strategic Consulting and HR Business Process

Outsourcing (BPO). In both Europe and the United States, HR Strategy and BPO teams are

being pulled together to drive ARINSO’s growth in these areas – again proving that HR

BPO has become a cornerstone of ARINSO’s global growth strategy.

Turnover Evolution per Business Line

HR Strategy HR Operations HR Integration

2001 2002 2006 (E)

82%

3%

15%18%

45%

78% 50%

4% 5%

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6. WORLDWIDE STRUCTURE AND PERFORMANCE

Even in diffi cult market conditions, ARINSO has seen strong sales growth in the United

States, the United Kingdom, Asia Pacifi c, Germany, Spain and Belgium. Other countries

succeeded in maintaining their strong positions in mature markets. As a start-up region,

Scandinavia performed well in its fi rst year, which has led to the opening of the Finland

offi ce early 2003.

A R I N S O

worldwide structure

C.T.O.Tony Luckx

C.F.O.Marleen Vercammen*

Corporate Communications Luc Osselaer

Human ResourcesPierre Terlinchamp°

C.E.O.Jos Sluys*

* Members of the ARINSO Board of Directors° Members of ARINSO Executive Management HR Strategy & BPO Regional Directors Country Management

2002: Sales & EBIT performance per region

Region NET SALES EBIT

2002 2001 Diff. In % 2002 2001 Diff. In %

Western Europe 42,858 43,310 -1.0% 3,388 7,519 -54.9%

Northern Europe 11,844 6,031 96.4% 2,030 400 407.5%

Central Europe 31,355 28,362 10.6% 5,880 5,367 9.6%

North America 26,622 25,721 3.5% 4,762 2,728 74.6%

Southern Europe & Latin America 16,383 17,185 -4.7% 671 -89 n/a

Asia Pacifi c 3,475 2,645 31.4% 521 -264 n/a

Investments BPO and add. accruals -3,958 n/a

Interco correction on net sales -11,728 -12,371 -5.2%

ARINSO GROUP in ‘000 EUR 120,809 110,883 9.0% 13,294 15,661 -15.1%

EVP HR Strategy & BPO - EuropeRudy Vandenberghe*

HR Strategy & BPOEurope

Maurits HouckLuc Bossaert

PresidentEVP HR Strategy

& BPO - N-AmericaStephen Bergson*

HR Strategy & BPONorth America

Fabyan Saxe

United StatesRon Harman°

United StatesScott McNerneyWim De Smet

Southern Europe & LAIgnacio Palomera°

SpainVictor D’AngeloAmadeo Carbó

PortugalIgnacio Palomera

ItalyAndrea Giannuzzi

BrazilKelly Ribeiro

ArgentinaVictor D’Angelo

MexicoAmadeo Carbó

Western EuropeJean-Pierre Winant°

FranceDenis Tournesac°Olivier Carpentier

BelgiumChristophe De WitEric Delafortrie

LuxembourgPhilippe Lahaye

AfricaPhilippe Cahez

Northern EuropeBarrie Peake°

United KingdomW. CarstensenGraham Young

ScandinaviaMaria Linde

Central EuropeLeo Wagemans°

NetherlandsJan Timmer°Peter Bouten

GermanyHarald Goetsch

Frank-Reiner Gross

Canada & Asia Pac.Darcy Lalonde°

CanadaMichel Schinck

SingaporeBart Dhaese

MalaysiaYaacob Razali

TaiwanDarcy Lalonde

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Of all ARINSO International consultants, 75 % are operating in Europe, 15 % in North

America, 6% in Latin America and the remaining 4% in Asia Pacifi c.

25,000

20,000

15,000

10,000

5,000

0

Netherlan

ds

Evolution Net Sales 2000 - 2002Fra

nce

Unite

d Sta

tes

Belgi

um

Unite

d Kin

gdom

Cana

da

Spain

& P

ortuga

l

Italy

Germ

any

Asia

Pacifi c

Luxemb

ourg

Brazil

Nordic

Morocco

Mexic

o

Argentina

200220012000

2002 Revenues

33% 9%

24%

12%

19%

3%

30% 6%

26%

19%

15%

4%

EUR 121 M1,194 staff

2002 Staff

ARINSOI N T E R N A T I O N A L

Northern EuropeEUR 11.8 M • 70 p

United Kingdom EUR 9.8 M • 68 p

NordicEUR 2.0 M • 2 p

Central EuropeEUR 31.4 M • 318 p

The NetherlandsEUR 25.6 M • 240 p

GermanyEUR 5.1 M • 78 p

Southern Europe & LAEUR 16.4 M • 226 p

Spain & PortugalEUR 6.5 M • 91 p

ItalyEUR 6.2 M • 68 p

BrazilEUR 2,5 M • 52 p

ArgentinaEUR 0.4 M • 8 p

MexicoEUR 0.4 M • 7 p

North AmericaEUR 26.6 M • 184 p

United StatesEUR 16.9 M • 90 p

CanadaEUR 9.7 M • 94 p

Asia Pacifi cEUR 3.5 M • 45 p

SingaporeEUR 1.8 M • 27 p

MalaysiaEUR 1.7 M • 18 p

Western EuropeEUR 42.9 M • 351 p

BelgiumEUR 15.5 M • 154 p

FranceEUR 23.8 M • 157 p

LuxembourgEUR 3.0 M • 24 p

AfricaEUR 0.9 M • 16 p

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7. CORPORATE GOVERNANCE

In view of ensuring the interests of its shareholders and more generally all stakeholders,

ARINSO continuously seeks to optimize the management, administration and controlling of

its operations in accordance with the principles “Corporate Governance” as recommended

by the Belgian Commission for Corporate Governance.

Open, regular, transparent and high quality communication is considered a key component

of the corporate culture. ARINSO communicates on a regular basis with the press,

the fi nancial analysts, the shareholders and the public in general, by way of press releases

(at least quarterly on its fi nancial results), the distribution of the Annual Report, via the

internet site and on an ad hoc basis.

For 2002, for the second time running, ARINSO has been recognized for its high quality

fi nancial communications by the Belgian Association of Financial Analysts and was listed

fourth in the evaluation for the annual award for Best Financial Information.

This constant focus on transparency also shows in the way the rules for organization,

functioning and decision-making are established within the Board of Directors and the

various committees.

___ BOARD OF DIRECTORS

1. Composition, appointment and expiration of the Board of Directors

In accordance with article 12 of the articles of association, the Company is managed by

a Board of Directors consisting of legal or physical persons, who do not have to be

shareholders.

Pursuant to the articles of association, the directors are appointed by the General

Meeting of Shareholders for a term of maximum 6 years and are re-eligible.Terms

of offi ce expire at the end of the ordinary annual meeting.

Pursuant to the articles of association, at least two members of the Board of Directors

must be independent in that they are not an employee or consultant of the Company or its

subsidiary companies, that they hold no participating interest of 3% or more of the shares

of the Company and that they have no other relationship with the Company which may

have an infl uence on their independence.

As of December 31, 2002, the Board of Directors of ARINSO consisted of 7 people.

No legal persons are members of the Board of Directors.

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The mandates of all Board members expire at the occasion of the General Assembly

in 2006.

Proposals to the General Meeting for the appointment of new Board members are made

on the recommendation of the Board of Directors, based on both professional management

ability and representation of shareholder interests.

The auditor for ARINSO International N.V. is Klynveld, Peat Marwick, Goerdeler, (KPMG),

represented by Mr. Pierre Berger, whose mandate expires at the occasion of the Annual

Shareholders Meeting of April 2005.

2. Functioning of the Board of Directors

In accordance with the articles of association, the Board of Directors meets on request of

the Chairman or 2 Directors, whenever the interests of the company so require.The Board

meets at least 4 times a year.

During the fi nancial year 2002, the Board of Directors met 7 times.

The Board of Directors has, in addition to its legal assignments such as the annual tasks laid

down by the Companies Code, control of the most elaborate authorities to execute all

actions that are necessary or useful for the realization of the company’s goals.

The company is legally represented towards third parties by two directors acting jointly, or

by the Managing Director. Mr. Jos Sluys, founder and majority shareholder, holds the position

of Managing Director.

In addition to taking decisions regarding the general and strategic policy of the company,

the Board of Directors is primarily concerned with following matters:

Independent non-executive Sir Alcon Copisarow Chairman of the Board of ARINSO

Directors Mr. Joseph McCarthy Senior Vice President and

Chief Marketing Offi cer for

CHUBB Financial Solutions

Mr. Willy Breesch Chairman of the Board of KBC Bank

Insurance Holding and KBC Bank

Executive Directors representing Mr. Jos Sluys Chief Executive Offi cer of ARINSO

the main shareholders Mr. Rudy Vandenberghe Vice-Chairman of the Board of

ARINSO and EVP HR Strategy and

HR BPO Europe

Other Executive Directors Mr. Stephen Bergson President ARINSO North America and

EVP HR Strategy and BPO North

America

Mrs. Marleen Vercammen Chief Financial Offi cer of ARINSO

ARINSO Board

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• Assigning fi nancial and other means to fulfi ll the strategy

• Controlling management and the different committees

• Formation and dissolution of subsidiaries

• Defi ning the management structure of the subsidiaries

• Evaluation of budgets and fi gures of the Group at periodic intervals

The Board operates as follows :

The Board can only validly deliberate or take decisions when a majority of directors is

present or represented. If this condition is not met, a minimum of two directors are

required to be present or represented when a new meeting is convened with the same

agenda before resolutions can be rendered legitimate.

Decisions of the Board are taken by a simple majority vote of the members present or

represented. In case of a tied vote, the chairman of the meeting exercises his casting vote.

In practice decisions are passed by consensus.

A Director unable to attend the Board of Directors may be represented by power of

attorney given to another Director.

For urgent matters, a Board of Directors may be convened within two days. In case of

extreme urgency, the Managing Director (CEO) is authorized to decide independently.

The Managing Director may decide independently in matters of daily management.

The Board does not observe any regulations with respect to carrying out a directorship.

Prior to every meeting, an agenda is sent to all Board members, as well as documents in

view of preparation of the various items on the agenda.The Directors are informed of all

major events relating to the Group.

Although there is no formal procedure for the provision of internal information or for the

engagement of services of external experts by Directors, the Directors do exercise their

right to information on an ad hoc basis.The CEO, the CFO and the Executive Management

Committee inform the Board of Directors on a quarterly basis on the status of the

activities within the different subsidiaries, in order for the Board to supervise these

subsidiaries.This reporting is done within the framework of discussions on the quarterly

consolidated results; the updated forecast for the principal Group companies; and major

developments at the companies on an ad hoc basis.

The members of the Board have signed a code of conduct concerning insider trading.

The presence of three independent Directors, out of seven, including the chairman, and the

existence of the committees discussed hereafter, ensures the proper functioning and the

autonomy of the Board.

___ COMMITTEES

Audit Committee

In 2000 the Board of Directors created an Audit Committee that consists of at least

4 members.

The independent Directors are always represented in this Committee.

Mr. Rudy Vandenberghe and Mrs. Marleen Vercammen also are member of the Audit

Committee.

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The tasks and responsibilities of the Committee are clearly described in the Audit

Committee’s charter that was established at the meeting of 2 November 2000. The Audit

Committee assists the Board of Directors in the fi rst place in exercising supervision over

the following matters:

• The external fi nancial reporting of the Company towards the shareholders,

government institutions and the public;

• The internal control system on fi nance, accounting, compliance with the legal

requirements and ethical rules created by the management and the Board of

Directors;

• The audit, accounting and fi nancial reporting process of the Company;

• The external audit.

In accordance with the stipulations of the Audit Committee Charter, the Audit Committee

met two times over the past period. At both these occasions the Audit Committee met

with the external auditors.

Remuneration Committee

In 2000, within the Board of Directors, a Remuneration Committee was created that

consists of at least 3 members.The independent Directors are always represented in this

Committee.

Mr. Bergson and Mrs.Vercammen are also member of the Remuneration Committee.

The tasks and responsibilities of the Committee are clearly described in the charter of the

Remuneration Committee that was established at the meeting of 2 November 2000.

In the Remuneration Committee proposals are discussed concerning the remuneration of

the Directors and the members of the Board of the subsidiaries. The remuneration

committee also provides recommendations on the Group’s general remuneration and

bonus policy towards its principal managers as well as for the Managing Director.

Resolutions of the remuneration committee are submitted to the Board of Directors for

approval.

A member of this Committee cannot attend the voting concerning his own remuneration.

The Remuneration Committee meets at least twice a year.The Committee met twice over

the past period.

Stock option Committee

The Stock option Committee is responsible for managing the different warrant plans and is

also authorized to elaborate and grant new warrant plans.

A member of this Committee is not allowed to vote concerning the creation or allocation

of his own warrants.

___ DAY TO DAY MANAGEMENT

The Board of Directors has put one of its members, Mr. Jos Sluys, CEO, in charge of the

company’s day to day management. As such Mr. Sluys is also the chairman of the Executive

Management Committee, being the executive committee of the Group.

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Executive Management Committee

This Committee consists of the regional managers, the country managers of the three most

important countries in the group and the vice presidents of the “Strategy & HR BPO

departments”, both in North America and Europe. The Committee generally meets every

two to three months and evaluates and advizes on the current and future policy of the

Company, on business development as well as fi nancial and organizational matters. The

Committee is also responsible for the communication and implementation of strategic

decisions of the Board of Directors towards the countries.

As of 2002/2003 the Executive Management Committee consists of the following members:

Jos Sluys (Director and Chief Executive Offi cer)

Marleen Vercammen (Director and Chief Financial Offi cer)

Pierre Terlinchamp (Manager Group Human Resources)

Rudy Vandenberghe (Director and Executive Vice President

HR Strategy & BPO Europe)

Stephen Bergson (Director and Executive Vice President

HR Strategy & BPO North America)

Jean-Pierre Winant (Regional Manager Western Europe)

Leo Wagemans (Regional Manager Central Europe)

Ignacio Palomera (Regional Manager Southern Europe & Latin America)

Darcy Lalonde (Regional Manager Asia Pacifi c and Canada)

Barrie Peake (Regional Manager Northern Europe)

Ron Harman (Country Manager US)

Jan Timmer (Country Manager Netherlands)

Denis Tournesac (Country Manager France)

Other executives of the Group and its subsidiaries, such as the Chief Technical Offi cer,

the other Country Managers and the Communications & Investor Relations Director are

invited to attend the meetings of the Executive Management Committee whenever deemed

necessary.

___ REMUNERATION

At the Annual Meeting of May 15, 2001 it was decided to set the remuneration of the

external board Members at a fi xed amount per year.

The executive Directors, as well as the main executives of the Group are remunerated for

their management functions with a fi xed salary and a variable bonus, based on individual

performance and on the fi nancial results of the Group and its subsidiaries and that may

not exceed a certain ceiling.

For 2002, the overall gross remuneration of the members of the Board of Directors of

ARINSO International NV, including the fi xed and variable remuneration for their activities

as executives at ARINSO and its subsidiaries amounted to 1,347,000 EUR in total, of which

the fi xed part totaled 1,122,000 EUR and the variable part 225,000 EUR; the share of non

executive Directors amounting to 75,000 EUR in total for the three of them.

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The global amount that was paid to the members of the Executive Management

Committee, who are not member of the Board of Directors, amounts to 1,687,000 EUR in

total, being 1,378,000 EUR fi xed and 309,000 EUR variable.

ARINSO International does not offer advances or loans or guarantees to Directors,

executives or advisory bodies.

The executive Directors, Jos Sluys, Rudy Vandenberghe and Stephen Bergson jointly hold

10,062,811 shares. The total number of shares owned by the other members of the

Executive Management Committee amounts to 433,619 shares.

___ SHAREHOLDER STRUCTURE

At the time of the Initial Public Offering, 1,322,802 new shares were fl oated together with

1,322,802 existing shares.

During the General Meeting of 16 July 1999, the Company approved the creation of 62,500

warrants for the benefi t of Mr. Jos Sluys and a share option plan of 375,000 warrants for the

benefi t of its employees.

During the General Meeting of 17 December 1999, the Company approved the creation of

500,000 warrants for the benefi t of specifi c employees, Directors or persons in charge of a

management task at the subsidiaries of ARINSO International NV.

To date, 15,000 warrants have been attributed to Directors of ARINSO International, and

48,000 warrants to the other members of the Executive Management Committee.

Each warrant was granted for free and gives the right to two shares, exercisable at 3.5 EUR

per share.

At the end of February 2003, the total number of warrants granted amounts to 596,250.

Based on the stipulations of the different share option plans and taken into consideration

the decision taken by the Board of Directors in November 2002, in conformity with the

power delegated to it by a decision of the Extraordinary Shareholder Meeting of May 21,

2002, these warrants become exercisable in three periods, being March 2003, March 2004

and March 2005.

As such this means that during the month of March 2003, a fi rst third of the warrants

granted, or a maximum of 198,750 warrants can be exercised, as such leading to the

creation of a maximum number of 397,500 new ARINSO Shares and a capital increase

for a maximum amount of 7 times the number of warrants that will be exercised during

the month of March 2003. The notary act that will formally state the fi nal amount of the

capital increase and the corresponding number of new shares will take place at the end

of April 2003.

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After Exercise of the Warrants

Number of Shares

Based on the notifi cation published in April 2000, the shareholders’ structure is as follows:

Shareholder number of shares %

Jos Sluys * 9,212,669 63.3%

Rudy Vandenberghe * 784,264 5.4%

Geert Truyts * 640,750 4.4%

Other nominative shareholders (13) * 1,267,533 8.7%

Public 2,645,604 18.2%

TOTAL 14,550,823 100%* Acting in accordance with each other

Shareholder after exercise of the warrants %

Jos Sluys 9,337,669 56.8%

Rudy Vandenberghe 784,264 4.8%

Geert Truyts 640,750 3.9%

Other nominative shareholders (13) 1,267,533 7.8%

Public 2,645,604 16.1%

Personnel 1,750,000 10.6%

TOTAL 16,425,823 100%

Except for the above mentioned information, the Company has not received any other

notifi cation of any ownership of shares of more than 3% in compliance with the articles

of association.

___ POLICY FOR THE APPROPRIATION OF THE RESULTS

In preparing the proposal to the Annual Shareholders Meeting concerning the

appropriation of the result and the payment of profi ts, the Board of Directors will take

into consideration various factors, including the fi nancial situation of the Group, operating

results, current and future needs for liquid assets in order to realize the Group’s strategy.

In the light of ARINSO’s strategic choice to further accelerate investments (mainly

infrastructure, senior staff and marketing) in HR Business Process Outsourcing (BPO),

the Board will propose not to issue any dividends over 2002.

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8. INFORMATION FOR SHAREHOLDERS

ARINSO International (Euronext Brussels: ARIN) is a global HR Services partner

offering comprehensive HR business solutions to the world’s largest employers.

ARINSO is dedicated to HR Excellence through Strategic Guidance, Integration Services

and customized HR Service Delivery Solutions.

ARINSO was founded in 1994, and currently employs close to 1,200 staff in 20 countries:

Belgium, Luxemburg, the Netherlands, France, Spain, Portugal, Italy, the United Kingdom,

Germany, Sweden, Finland, US, Canada, Argentina, Brazil, Mexico, Singapore, Malaysia, Taiwan

and Morocco.

The Company’s registered offi ce is located at Humaniteitslaan 116 Bld de l’Humanité,

1070 Brussels, Belgium.

Brussels trade register n° 579.760

The fi nancial year starts on 1 January and ends on 31 December of each year.

The Company’s statutory and

consolidated annual accounts and

additional reports are deposited

with the National Bank of Belgium.

The articles of association and the

special reports required by the

Company law can be obtained at

the Clerk’s offi ce of the

Commercial Court of Brussels.

These documents can be consulted

at the registered offi ce of the

Company.

Each year, the annual reports of the

Company will be sent to the

registered share-holders, as well as

to persons who request them.

They can also be obtained from the

registered offi ce of the Company

as well as any other public

information.

At www.arinso.com there is an

Investor Relations section including

all fi nancial information on our

Company.

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information for shareholders

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In December 2002, ARINSO was recognized for its high quality fi nancial communications by

the Belgian Association of Financial Analysts (BVFA), which announced its annual

Price for Best Financial Information in 2002.

After a fi rst consultation round among its members-analysts, the Association made a

selection of approximately 45 listed Belgian companies with a minimum of stock

capitalization. In its second year as a public company, ARINSO International was listed fourth

in this evaluation, behind highly reputed companies such as Umicore, Bekaert and KBC. The

speed and quality of fi nancial information, as well as the guidance provided to analysts, were

considered ARINSO’s key strengths.

30,000

25,000

20,000

15,000

10,000

5,000

0

ARINSO share: evolution

number of shares in EUR

16

14

12

10

8

6

4

2

0

VolumeShare Price

Jan 2

002

Feb

2002

Mar 20

02

Apr 20

02

May 20

02

Jun

2002

Jul 2

002

Aug

2002

Sep

2002

Oct 20

02

Nov 20

02

Dec 20

02

Jan 2

003

Feb

2003

Benchmark Indices

in %

Jan 2

002

Feb

2002

Mar 20

02

Apr 20

02

May 20

02

Jun

2002

Jul 2

002

Aug

2002

Sep

2002

Oct 20

02

Nov 20

02

Dec 20

02

Jan 2

003

Feb

2003

120

100

80

60

40

20

0

ARINSO InternationalBEL20 IndexNASDAQ Composite IndexNASDAQ Europe Composite IndexBloomberg Europe Computer Services Index

A R I N S O

information for shareholders

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ARINSO International joined the NextEconomy segment from the launch, demonstrating

that it chooses to adopt the higher international standards on fi nancial transparency.

___ NEXTECONOMY: A LABEL FOR STRONGLY INVESTOR-ORIENTED COMPANIES

Launched in January 2002, the NextEconomy segment brings together listed technology

companies that choose to make particular efforts to offer a higher standard of fi nancial

communication and liquidity. By joining NextEconomy, companies undertake to respect

precise rules on fi nancial communication and liquidity, which complement the regulatory

obligations in their market of origin.

___ INFORMATION AND TRANSPARENCY

The creation of the NextEconomy segment meets the need expressed by investors for

more in-depth and regular information on listed companies, for a way of rapidly identifying

companies by their profi le (according to their sector of activity and liquidity), and the need

for listed companies to improve the identifi cation and awareness of their equities among

investors.

Based on specifi c commitments for fi nancial transparency, participation in the segments

ensures greater visibility for listed companies towards their partners and fi nancial investors.

By respecting the requirements inherent in their participation, companies demonstrate their

willingness to develop high-quality fi nancial communication. And, since the requirements

they undertake conform to international standards, the companies in the segments are

meeting investors’ need for international comparisons, while encouraging investment in

their capital.

___ REQUIREMENTS FOR COMPANIES JOINING NEXTECONOMY

Requirements for liquidity

In order to provide investors with the liquidity they demand, all stocks admitted to the

NextEconomy segment must be traded continuously.

Requirements for fi nancial transparency

In addition to the local regulatory obligations which apply to listed companies, the additional

requirements for fi nancial communication undertaken by participant companies involve:

• the use of English in publications destined for the

fi nancial community (01/01/2002)

• the publication of quarterly reports (01/01/2004)

• the inclusion of additional information in the annual report (01/01/2003)

• publishing the annual report within 3 months (01/01/2003)

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• the adoption of international fi nancial reporting standards (IFRS),

or at least the reconciliation of existing information

with those standards (01/01/2004)

• stating their policy on corporate governance (01/01/2002)

• the publication of a corporate action timetable (01/01/2002)

• holding at least two analysts’ meetings per year (01/01/2002)

• making fi nancial information available to investors via the Internet (01/01/2002)

• publishing information on shareholders (01/01/2002)

___ CALENDAR FOR SHAREHOLDERS

29 April 2003 Annual Meeting of Shareholders (Anderlecht, 10h)

27 May 2003 1Q2003 Results (before trading)

2 Sept 2003 1H2003 Results (before trading)

18 Nov 2003 3Q2003 Results (before trading)

25 Feb 2004 Full 2003 Results (before trading)

A digital version of the Annual Report 2002 is available as from 29 March 2003.

Requests can be sent to: [email protected] or downloads from www.arinso.com

___ MORE INFORMATION

ARINSO International ARINSO International

Luc Osselaer Marleen Vercammen

Director Communications & Investor Relations Chief Financial Offi cer

Tel. +32 2 558 06 70 Tel. +32 2 558 06 70

Fax +32 2 558 06 80 Fax +32 2 558 06 80

[email protected] [email protected]

[email protected]

A R I N S O

information for shareholders

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ARINSOI N T E R N A T I O N A L

9. FINANCIAL INFORMATION 2002

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1. CONSOLIDATED KEY FIGURES

Financial year as per 31 December (in ‘000 EUR) 2001 2002

Net sales (1) 110,883 120,808

EBIT (current) (2) 15,661 13,295

EBIT Margin 14.1% 11.0%

EBITDA 18,569 15,273

EBITDA Margin 16.7% 12.6%

Current profi t (3) 10,497 8,623

Net result 6,495 3,268

Shareholders’ equity 67,240 71,186

Balance sheet total 93,133 99,667

Solvency 72.2% 71.4%

Net Operating Cash Flow 10,101 15,695

Total Net Cash Flow 6,246 10,086

Information per share (In EUR)

Number of shares 14,550,823 14,550,823

Current profi t 0.72 0.59

Current profi t after depreciation of goodwill 0.51 0.36

Net result 0.45 0.22

Net Operating Cash Flow 0.69 1.08

Total Net Cash Flow 0.43 0.69

(1) Net sales consist in the period’s turnover less project expenses charged to customers. The latter are not considered as operating income.(2) Current EBIT equals the operating profi t, less depreciation on consolidation goodwill. (3) Current profi t equals net profi t after tax, before depreciation on consolidation goodwill and extraordinary result.

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2. REVIEW OF THE CONSOLIDATED BALANCE SHEET AND INCOME STATEMENT

___ 2.1 ASSETS

The main assets of ARINSO are the amounts receivable on short term (EUR 35 million) and the cash and cash

equivalents (EUR 49 million). Together with the net book value of the consolidation goodwill (EUR 11 million),

approximately 95% of the total of assets are explained.

Positive consolidation differences

The consolidation goodwill is the difference between the acquisition cost of the acquired participations and the value

of the shareholders’ equity, calculated at the time ARINSO obtained the majority of control in the respective affi liate,

increased with the additional payments in application of a possible earn-out scheme related to an acquisition.

During 2002, the changes in the consolidation goodwill resulted from:

• the sale of the Remix activities, reducing the net book value of the consolidation goodwill with EUR 124,531;

• the acquisition of IT2 Information Systems (Germany) in 4Q 2002, increasing the consolidation goodwill by

EUR 3,418,560;

• the acquisition of DPS (Canada) in 2Q 2002, increasing the consolidation goodwill by EUR 408,308.

In the consolidated accounts, goodwill is depreciated at charge of the income statement over a period of fi ve years,

pro rata the number of months since the acquisition date. In 2002, the depreciation is calculated as follows: Remix and

IT2 over three months, DPS over nine months, ARINSO Germany, ARINSO Brazil, Idégé and ARINSO HRS Italia over

twelve months.

Costs of incorporation

The expenses of incorporating new affi liates and capital increases are capitalized and depreciated over a period of fi ve

years. Whenever the importance of these costs is minor, they are entirely expensed if the Board of Directors decides

so. At year-end the book value of the start-up expenses amounted to EUR 45,017.

Intangible and tangible fi xed assets

Given the activity of ARINSO, the tangible fi xed assets mainly consist of hardware and software. When the software

applications have the character of system software, they are capitalized together with the hardware as tangible fi xed

assets (EUR 1,242,526). Application software, bought from third parties, is shown in the balance sheet as intangible

fi xed assets, representing a net book value of EUR 5,536 per 31 December 2002.

ARINSO does not own land and buildings. Leasehold improvements have a net book value of EUR 187,698, offi ce

equipment and vehicles count for EUR 866,373.

Financial fi xed assets

Since ARINSO International NV holds, directly and indirectly, only fully controlled participations in all affi liates, no

other participations are revealed in the consolidated accounts. The fi nancial fi xed assets contain the granted

guarantees, mainly for rented offi ce space. The increase mainly results from the offi ce move of ARINSO US to a larger

offi ce in view of the expansion of the Business Process Outsourcing activities.

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Work in progress

The majority of ARINSO’s contracts are scoped ‘Time and Material’, meaning that services are invoiced towards the

customers on a periodical basis, based on activity reports. Other contracts are ‘fi xed price’, where a total sales price

is agreed in advance for clearly defi ned tasks. These fi xed price projects are subdivided into so-called Milestones or

Deliverables. On 31 December 2002, direct contract costs for fi xed price contracts in the United Kingdom, Germany

and Italy are capitalized and will be expensed in direct relation to the achievement of the milestones. Based on

management’s judgement of the projects’ progress, no fi nancial provision had to be accounted for to guarantee the

achievement of the milestones.

Amounts receivable within one year

Trade debtors remain one of the most important elements of the working capital of ARINSO, EUR 33,284,513.

However important, due to constant management focus, the risk of non-recovery is limited and accrued for in the

records. As a consequence of a close customer follow-up within the whole group, the average days outstanding

decreased in the course of the year.

The other amounts receivable (EUR 1,502,687) primarily are income and value-added taxes to be recovered.

Investments and cash at bank and in hand

The healthy cash situation of EUR 49 million gives ARINSO the independence to make all the necessary investments

in further expanding its services portfolio and entering the BPO-market. In 2002, ARINSO succeeded in generating

EUR 9,485,028 extra cash (cfr. Cash Flow Statement).

___ 2.2 LIABILITIES

The consolidated equity represents an amount of EUR 71.2 million, compared to a total of liabilities of

EUR 99.7 million, resulting in a solvency ratio of 71.4%. This high degree of fi nancial independence is the result of the

capital increase in 2000, combined with balanced growth management and positive net results in 2001 and 2002.

Shareholders’ equity

The table below summarizes the composition and the evolution of the consolidated shareholders’ equity of ARINSO

International in 2002:

In EUR 31.12.2001 + - 31.12.2002

Capital 60,245,424 60,245,424

Consolidated reserves 7,240,127 3,267,724 10,507,851

Currency translation differences (245,649) 678,683 433,034

TOTAL 67,239,902 71,186,309

Thanks to the after tax profi t of EUR 3,267,724 in 2002, the consolidated reserves increased to EUR 10,507,851.

The conversion of the equity of the non-EURO companies in the consolidation caused positive currency translation

differences of EUR 433,034.

Provision for liabilities and charges and deferred taxation

The provisions for liabilities and charges contain accruals for technical guarantee obligations (EUR 223,947),

contract termination fi nes (EUR 317,726) and provisions for claims and legal exposures (EUR 290,000).

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The deferred tax liabilities amount to EUR 266,511 as a consequence of the tax effect on consolidation entries

resulting from the difference between local and group valuation rules, as well as from the recalculation of fi xed asset

depreciation based on the group valuation rules.

Amounts payable after one year and within one year

The favourable current ratio of ARINSO is enforced by the very low fi nancial debts. Whereas in 1999 the Group still

owed EUR 2,595,083 of debt to fi nancial institutions and leasing companies, this amount further decreased from

EUR 515,559 in 2000 to EUR 178,159 in 2001 and EUR 13,619 in 2002.

The advances received on contracts in progress concern consulting services that have already been invoiced in

advance, but not yet performed at year-end.

The increase in headcount directly links to a higher amount of remunerations and social security payable.

___ 2.3 CONSOLIDATED INCOME STATEMENT

ARINSO’s growth is clearly refl ected by the important increase of the turnover from EUR 117 million to

EUR 128 million in 2002. ARINSO closes its fi nancial records with a consolidated net income of 3.3 million EUR.

Operating income

The consolidated turnover includes an important amount of project expenses incurred by consultants in their daily

operations (travel and accommodation) that are borne by customers. As this revenue brings no added value to the

operational activity, the expenses are excluded from the Group’s Net Sales. 2002 Net Sales are EUR 120.8 million,

an increase of 9% compared to 2001. This increase is almost exclusively realized through organic growth.

Operating charges

Wages and social security costs increased as a result of the increasing headcount. At the end of 2002, ARINSO

employed 1.194 staff in 19 countries.

As a result of the sale of the Remix activities, the remaining goodwill of Remix has been taken into result during 2002

as an exceptional charge, decreasing the depreciation on consolidation goodwill of the year. The net increase of the

depreciation on consolidation goodwill results from the additional goodwill arising from the acquisition of IT2 and

DPS, amounting to EUR 3.8 million in total.

Financial results

Given the excellent cash position, the interest income remained, whereas the fi nancial charges on outstanding debts

kept decreasing. Fluctuations in foreign currencies infl uence the fi nancial result both in a positive and negative way.

Non-current fi nancial costs of EUR 1,284 K relate to the impact of the devaluation of the Argentinean peso, the

Mexican peso and the Brazilian real on the outstanding foreign currency loans.

Extraordinary results

The extraordinary charges consist mainly of the loss following the sale of Remix (EUR 395 K, including the remaining

goodwill of EUR 124 K), the accruals related to claims of former employees (EUR 149 K) and the downsizing of the

operations in Mexico (106 K).

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3. CONSOLIDATED BALANCE SHEET AND INCOME STATEMENT

___ 3.1 BALANCE SHEET

ASSETS (In EUR) 31.12.2001 31.12.2002

Fixed assets 14,169,380 14,000,841

Formation expenses 62,036 45,017

Intangible fi xed assets 6,286 5,536

Consolidation differences 10,723,617 10,986,740

Tangible assets 2,771,564 2,298,194

B. Plant, machinery and equipment 1,417,120 1,242,526

C. Offi ce furniture and vehicles 1,056,116 866,373

D. Leasing and similar rights 7,195 1,597

E. Other tangible assets 261,981 187,698

F. Advance payments 29,152

Financial assets 605,877 665,354

B. Other companies

2. Amounts receivable 605,877 665,354

Current assets 78,963,765 85,665,687

Amounts receivable after one year 60,000 228,755

A. Trade receivables 99,244

B. Other receivables 60,000 129,511

Inventory and contracts in progress 1,841,819 37,621

B. Contracts in progress 1,841,819 37,621

Amounts receivable within one year 36,282,964 34,787,200

A. Trade debtors 33,815,554 33,284,513

B. Other amounts receivable 2,467,410 1,502,687

Investments 23,741,719 19,578,728

Cash at bank and in hand 16,189,428 29,771,618

Deferred charges and Accrued income 847,835 1,261,765

TOTAL ASSETS 93,133,145 99,666,528

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LIABILITIES (In EUR) 31.12.2001 31.12.2002

Equity 67,239,902 71,186,309

Capital 60,245,424 60,245,424

Consolidated reserves 7,240,127 10,507,851

Currency translation differences (245,649) 433,034

Minority interest 2,500

Provisions and Deferred taxation 1,259,663 1,098,184

Provisions for liabilities and charges 1,141,152 831,673

4. Other liabilities and charges 1,141,152 831,673

Deferred taxation 118,511 266,511

Debts 24,633,580 27,379,535

Amounts payable after one year 112,330 9,899

5. Other loans 112,330 9,899

Amounts payable within one year 24,037,563 26,830,659

A. Long term debts, due within 12 months 3,270

B. Financial debts 65,829

C. Trade payables 7,864,287 9,675,272

D. Advanced payments received 996,033 248,284

E. Taxes, remuneration and social security 14,919,285 16,873,639

1. Taxes 6,953,952 6,225,489

2. Remuneration and social security 7,965,333 10,648,150

F. Other amounts payable 192,129 30,194

Accrued charges and Deferred income 483,687 538,527

TOTAL LIABILITIES 93,133,145 99,666,528

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___ 3.2 PROFIT AND LOSS STATEMENT

In EUR 31.12.2001 31.12.2002

Operating income 120,313,628 126,759,103

A. Turnover 117,097,096 127,823,160

B. Changes in contracts in progress 1,176,713 (1,737,521)

D. Other operating income 2,039,819 673,464

Operating charges 107,737,974 116,910,793

A. Purchases 5,936,278 9,098,665

B. Services and other goods 30,224,889 29,727,540

C. Remuneration and social security 64,755,372 72,096,946

D. Depreciation and amounts written off on formation expenses, intangible and tangible fi xed assets 2,669,099 1,911,592

E. Amounts written off on inventory, work in process

and trade receivables 238,583 65,685

F. Provisions for liabilities and charges 73,496 (298,979)

G. Other operating charges 754,862 862,395

I. Depreciation on consolidation goodwill 3,085,395 3,446,949

Operating profi t 12,575,654 9,848,310

Financial income 1,775,567 2,270,730

B. Income from current assets 1,387,345 1,171,416

C. Other fi nancial income 388,222 1,099,314

Financial charges 702,543 1,915,099

A. Interests 216,296 140,591

C. Write-off on current assets 60,000

D. Other fi nancial charges 486,247 1,714,508

Result on ordinary activities before taxation 13,648,678 10,203,941

Extraordinary income 108,344 69,269

D. Adjustments to provision for liabilities and charges 53,052 27,000

E. Gain on disposal of fi xed assets 55,217 41,049

F. Other extraordinary income 75 1,220

Extraordinary charges 1,025,064 693,346

A. Extraordinary depreciation charges 2,071 25,803

C. Write-off on fi nancial fi xed asset 5,156

D. Provision for extraordinary costs 108,686

E. Loss on disposal of fi xed assets 202,312 27,177

F. Other extraordinary charges 706,839 640,366

Result of the year before taxation 12,731,958 9,579,864

Deferred taxation 193,594 (148,000)

Income taxes (6,431,030) (6,164,140)

Consolidated result of the year (Net income) 6,494,522 3,267,724

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___ 3.3 NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS

I.A Consolidation criteria

All affi liated companies and companies in which a participating interest is held are included in the consolidation

perimeter of ARINSO International NV on the basis of the following consolidation methods:

• Full consolidation This method is applied to companies in which ARINSO International NV holds,

directly or indirectly, more than 50% of the voting rights or in companies where

the Group has a de facto control;

• Proportional consolidation This method is applied to companies the Group controls jointly with other

shareholders;

• Equity method This method is used for subsidiaries where ARINSO International NV has a

signifi cant management infl uence.

I.B Changes in the list of consolidated companies during 2002

In the course of the fi scal year 2002, the following changes were made to the scope of consolidation:

• In the beginning of the year 2002, ARINSO Canada and Idégé have been merged into one company,

ARINSO Canada.

• The activities of Remix were sold, as these were no longer considered core business to ARINSO.

The remaining goodwill on Remix has entirely been taken into the exceptional result of the second

quarter of 2002.

• During the last quarter of 2002, Remix and HRMS have been merged into one company, called

ARINSO Brazil.

• In Germany, ARINSO acquired 100% of IT2 Information Systems AG. This subsidiary has been included

in the consolidation from the fourth quarter of 2002 onwards.

• In 2002 new subsidiaries were incorporated in Sweden (ARINSO Nordic), France (ARINSO Services

France) and Luxembourg (ARINSO Services and LDP).

II. Scope of consolidation

II.A List of fully consolidated subsidiaries

ARINSO Nederland Rotterdam NL 100 %

ARINSO France Paris La Défense FR 100 %

ARINSO Services France Paris La Défense FR 100 %

ARINSO Luxembourg Luxembourg LUX 100 %

Luxembourgeoise Des Participations Luxembourg LUX 80 %

ARINSO Services Luxembourg LUX 100 %

ARINSO United Kingdom London UK 100 %

ARINSO Ibérica Madrid ESP 100 %

ARINSO Portugal Lisbon POR 100 %

ARINSO Italia Milan IT 100 %

ARINSO HRS Italia Milan IT 100 %

ARINSO Deutschland Dusseldorf DE 100 %

IT2 Information Systems Frankfurt DE 100 % >

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ARINSO Nordic Stockholm Sweden 100 %

ARINSO International US Atlanta USA 100 %

ARINSO Canada Ontario CAD 100 %

ARINSO Brazil Sao Paulo BR 100 %

ARINSO Argentina Buenos Aires ARG 100 %

ARINSO Mexico Mexico MEX 100 %

ARINSO Singapore Singapore SGP 100 %

ARINSO Malaysia Kuala Lumpur MAL 100 %

ARINSO Taiwan Taipe TWN 100 %

ARINSO Africa Casablanca Morocco 100 %

We refer to the Consolidated Financial Accounts of ARINSO International NV for the full address of ARINSO’s

affi liates.

VI. Summary of valuation rules and methods of calculation of deferred taxes

VI.A.General

The consolidated accounts are prepared in accordance with the Belgian Accounting Law and the regulations of the

Royal Decree of 30 January 2001.

The consolidated accounts as per 31 December 2002 and 31 December 2001 apply the closing date of the mother

company ARINSO International NV and all the affi liates, and eventually after profi t distribution of the mother

company.

Valuation rules

• Costs of incorporation and intangible fi xed assets

The incorporation costs and the costs of capital increases are valued at cost and depreciated over 5 years. In specifi c

situations, the Board of Directors may decide to include these costs directly in the profi t and loss statement in the

period of occurrence. Any loan costs are depreciated annually in line with the terms of the loan.

The intangible fi xed assets are capitalized on the balance sheet at cost and depreciated on a straight-line basis at a

rate of 20 % per year as from the month of acquisition. System software and fi rmware are considered tangible fi xed

assets and capitalized together with the hardware as Equipment.

• Consolidation differences

Consolidation differences represent the differences between the acquisition cost and the corresponding share in the

subsidiary’s equity. They are assigned to specifi c assets or liabilities depending on whether the differences originate

from the over or under valuation of these assets or liabilities. The remaining differences are included in the

consolidated accounts in ‘Consolidation differences’ on the assets’ or liabilities’ side of the balance sheet, depending

on whether the acquisition price is higher or lower than the stake in the acquired company’s equity.

Positive consolidation differences are in principle depreciated on a straight-line basis over a period of fi ve years,

starting from the moment of acquisition of the subsidiary. The actual period chosen depends however on an individual

assessment of the anticipated useful life by the Board of Directors. The remaining differences could be subjected to

complementary or exceptional depreciations as soon as it is no longer justifi ed to keep the goodwill in the

consolidated accounts in view of the economic circumstances.

Negative consolidation differences are kept at initial value until a possible sale of the participation.

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• Tangible fi xed assets

The tangible fi xed assets are capitalized at cost, including the ancillary charges or at contribution value, minus the

accumulated depreciation.

For the aim of the consolidation, straight-line depreciation is applied on the basis of the expected economical lifetime

of the concerned asset, excluding the possible residual value, with the application of the following depreciation

percentages:

• Computers and computer equipment 50%

• Offi ce design 20%

• Offi ce equipment 20%

• Furniture 20%

• Vehicles 25%

• Other tangible fi xed assets 25%

Investments are depreciated pro rata temporis the month of acquisition. Costs of repairs, maintenance and

replacements are expensed if they do not materially increase the useful life of the asset concerned.

• Financial fi xed assets

The book value of the affi liates consolidated in appliance of the proportional consolidation method is adapted to the

proportional share in the equity of these companies, determined according to the consolidation rules.

The shares that ARINSO holds in other companies are valued at cost, where appropriate subjected to a write-off in

the case of a permanent capital loss.

• Amounts receivable and amounts payable

Amounts receivable and amounts payable are represented at nominal value. If recovery of the whole or part of an

amount receivable is uncertain or doubtful, provisions are accrued.

Amounts receivable and amounts payable in foreign currency are translated at the end of the fi scal year at the closing

rate. The currency translation differences that thus arise are transferred to the income statement if the calculation

per currency results in a negative amount, and to the ‘Accrued charges and deferred income’ on the balance sheet if

the calculation per currency results in a positive difference.

• Investments and cash and cash equivalents

Securities with a fi xed return, shares and bonds are valued at cost, including additional expenses, or at market value if

the latter is lower at balance date.

• Accrued charges/income and deferred income/charges

Accruals and deferrals are booked and valued at cost and recorded in the balance sheet for the part that is carried

forward to the following fi scal period or that has to be attributed to the current fi scal period.

• Consolidated reserves

The consolidated reserves include the reserves and the results carried forward of the consolidated companies, plus

the group share in the profi t or loss.

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• Currency translation differences

Concerning the integration of the accounts of affi liates, expressed in a currency other than EUR, all balance sheet

items are translated at the closing rate, or historical rate for the equity accounts. Income statement items are

translated at average rate per quarter. Differences arising from the translation of non-euro currencies are recorded in

the currency translation differences.

• Provision for liabilities and charges

The Board of Directors decides on a prudent basis which provisions must be accrued to cover the cost of all

liabilities and charges for the past fi scal year or previous years that are probable or defi nite on the date of the

preparation of the accounts but for which it is not possible to assess them precisely.

• Deferred taxes

Deferred taxes are calculated at the rates applicable to the companies concerned on the temporary differences

between the statutory profi t or loss and the profi t or loss reprocessed according to group rules. The concerned

provision is revised annually to account for the trend in the taxable amount and any changes in the legislative fi eld.

ARINSO’s consolidated accounts do not contain deferred tax assets. Any deferred tax asset entered by foreign

subsidiaries in their statutory accounts is reversed to the amount of the part exceeding the deferred tax liabilities

of the company concerned.

• New fi nancial instruments

ARINSO does not use derivatives. Speculative transactions are excluded from management operations.

• Contracts at fi xed price

ARINSO’s activities primarily consist in servicing in the scope of ‘Time and Material’ contracts. Next to these

contracts, a number of contracts exist where a fi xed price is agreed upon for clearly defi ned tasks. Projects can also

require advanced payments made by the customer that are compensated for with later invoicing. Fixed price

agreements are contractually subdivided into so-called Milestones or Deliverables. At the completion of each

milestone, the project manager and the customer mutually agree upon the completion and invoices are raised.

If contractual milestones do not correspond with the closing of an accounting period, the management of the

company and the project manager make an accurate judgement of the progress of the activities and indicate precisely

the fi nancial impact on the accounts. If appropriate, the accounting records are affected to account for the unearned

revenue or the advanced payments. The risk of the project is judged in the same way on the basis of the tasks still to

be performed to achieve the concerned stage of the project or Milestone. The completion costs have to be translated

in a supplementary provision.

In the records of 2002, the correct cut-off and the fi xed price administration lead to an amount of work in progress

of EUR 37,621, and to an amount invoiced in advance of completion of the milestone of EUR 248,284.

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VI.B. Future taxation and deferred taxes

In EUR 31.12.2002

Analysis of Heading 168 of the liabilities 266,511

- Future taxation (by application of Article 35 of the Royal Decree of 30 January 2001)

- Deferred taxes (by application of Article 40 of the Royal Decree of 30 January 2001) 266,511

VII. Statement of formation expenses

In EUR 31.12.2002

Net book value as at the end of the previous period 62,036

Movements of the period:

- New expenses incurred 3,425

- Depreciation (20,193)

- Translation differences (251)

Net book value at the end of the period 45,017

Of which: - Incorporation costs or capital increase, loan issue expenses,

other incorporation costs 45,017

VIII. Statement of intangible assets

In EUR 2. Concessions, patents, licences, etc.

a) ACQUISITION COSTS

As at the end of the previous period 13,475

Movements during the period:

- Acquisitions 600

- Sales and Disposals (4,544)

- Currency translation differences (271)

At the end of the period 9,260

c) DEPRECIATION AND AMOUNTS WRITTEN OFF

As at the end of the previous period 7,188

Movements during the period:

- Recorded 1,350

- Written down after sales and disposals (4,544)

- Currency translation differences (270)

At the end of the period 3,724

Net book value at the end of the period 5,536

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IX. Statement of tangible fi xed assets

Plant, Machinery Offi ce furniture Leasing and and Equipment and vehicles similar rights

a) ACQUISITION COSTS

As at the end of the previous period 6,616,052 2,142,913 117,446

Movements during the period:

- Acquisitions 1,242,491 290,201 2,737

- Sales and Disposals (418,914) (223,709) (28,992)

- Transfers 29,152

- Translation differences (353,800) (115,929) (12,609)

- Other movements 316,809 69,310

At the end of the period 7,402,638 2,191,938 78,582

c) DEPRECIATION AND AMOUNTS WRITTEN OFF

As at the end of the previous period 5,198,932 1,086,797 110,251

Movements during the period:

- Recorded 1,401,451 441,767 8,210

- Written down after sales and disposals (370,346) (183,602) (28,992)

- Translation differences (260,554) (67,323) (12,484)

- Other movements 190,629 47,947

At the end of the period 6,160,112 1,325,565 76,985

Net book value at the end of the period 1,242,526 866,373 1,597

Of which : - Furniture and vehicles 1,597

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Other tangible Advance assets payments

a) ACQUISITION COSTS

As at the end of the previous period 341,165 29,152

Movements during the period:

- Acquisitions 29,406

- Sales and Disposals (31,208)

- Transfers (29,152)

- Translation differences (31,218)

At the end of the period 308,145 -

c) DEPRECIATION AND AMOUNTS WRITTEN OFF

As at the end of the previous period 79,184

Movements during the period:

- Recorded 64,424

- Written down after sales and disposals (11,283)

- Translation differences (11,878)

At the end of the period 120,447

Net book value at the end of the period 187,698 -

X. Statements of fi nancial fi xed assets

1. Participations Other enterprises

a) ACQUISITION COSTS

As at the end of the previous period 5,156

Movements during the period:

- Sales and Disposals (5,156)

At the end of the period -

c) AMOUNTS WRITTEN OFF

As at the end of the previous period 5,156

Movements during the period:

- Written down after sales and disposals (5,156)

At the end of the period

Net book value at the end of the period -

2. Amounts receivable Other enterprises

Net book value at the end of the previous period 605,877

Movements during the period:

- Additions 59,477

Net book value at the end of the period 665,354

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XI. Statement of consolidated reserves

Consolidated reserves as at the end of the previous fi nancial period 7,240,127

Movements during the year:

- Share of the group in the consolidated income 3,267,724

Consolidated reserves as at the end of the year 10,507,851

XII. Statement of consolidation differences and differences resulting

from the application of the equity method

Consolidation differences Positive Negative

Net book value at the end of the preceding period 10,723,617

Movements during the period:

- New acquisitions 3,826,868

- Arising from a sale of a participating interest (124,531)

- Depreciation (3,446,949)

- Translation differences 7,735

Net book value at the end of the year 10,986,740

XIII. Statement of amounts payable

A. Breakdown of the amounts originally payable after one year according to their residual term

Amounts payable with a residual term Payable within Payable within one year one and fi ve years

Financial debts

5. Other loans 3,720 9,899

XIV. Operating results

Current year Prior year

A. Net turnover

A.2. Aggregate turnover of the group in Belgium 34,602,807 19,221,318

B. Average Number of persons employed, in units, and personnel charges

B11. Average number of persons employed 1,147 1,020

Employees 1,087 968

Management personnel 60 52

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B12. Personnel charges

Remunerations and social charges 72,096,946 64,755,372

B13. Average number of persons employed in Belgium

by enterprises of the group 146 129

C. Extraordinary results

C1. Analysis of the other extraordinary costs,

if it involves signifi cant amounts

Termination agreements 149,010 233,845

Restructuring & Oracle close North America 402,221

Downsizing Mexico 85,520

Sale activities Remix 383,536

Other 22,300 70,773

XV. Rights and commitments not refl ected in the balance sheet

Current period

A.5.b) Commitments from transactions

- to exchange rates 6,515,182

C. Other signifi cant commitments

With regard to the acquired participations in IT2 Information Systems and DPS, the Company has a possible

commitment for payment of an additional amount depending on the realization of certain conditions. These

conditional commitments, which amount to a minimum of zero and a maximum of EUR 5,375K, cannot be

calculated at the moment of approval of the annuals accounts.

A legal claim has been made against the UK company for breach of contract. If an out of court settlement

cannot be reached between the parties, a trial date for resolution has been set for October 2003. The UK

company has made a provision, after taking independent legal advice, of the best estimate of the amount,

including professional fees that may be needed to settle to claim. This provision has been included within the

creditors falling due within one year. No further information will be disclosed on the basis that this information

is expected to seriously prejudice the outcome of the claim.

XVII. Financial relationships with directors or managers of the consolidation enterprise

Current period

A. Total amount of remunerations granted in respect of their responsibilities in the

consolidation enterprise, its subsidiaries and its affi liated enterprises, including the

amount in respect of retirement pensions granted to former directors or managers 1,347,000

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4. CASH FLOW STATEMENT

In EUR (note a) 31.12.2001 31.12.2002

OPERATING ACTIVITIES

Operating profi t 12,575,655 9,848,309

Depreciation and write-off on fi xed assets 2,669,099 1,911,592

Depreciation on consolidation goodwill 3,085,395 3,446,949

Write-offs on amounts receivable 238,583 65,685

Provision for liabilities and charges 73,496 (298,979)

Correction on operating cash - sale of Systech (note b) (24,029)

Extraordinary income and charges (648,605) (639,146)

Correction extraord. result – Sale of Remix (note f) 151,968

Gross Cash Flow 17,969,594 14,486,378

Taxation on the fi scal year’s result (6,431,031) (6,164,140)

Changes in the net working capital (1,243,238) 5,705,206

Currency translation differences (194,660) 1,667,084

Net cash fl ow from operating activities 10,100,665 15,694,528

INVESTING ACTIVITIES

Investments in Tangible and Intangible Fixed Assets

Investments in fi xed assets (1,984,279) (1,585,599)

Income from the sale of fi xed assets 187,516 97,055

Net cash fl ow from investments in FA (1,796,763) (1,488,544)

Investments in Financial Fixed Assets

Financial investments (412,390) (106,334)

Income from current assets 1,387,345 1,171,416

Sale of Systech net cash impact (note c) (39,461) -

Participation in ARINSO Germany (note d) (2,450,000) -

Participation in IT2 (note g) - (3,420,000)

Participation in DPS (note g) - (910,973)

Net cash fl ow from fi nancial investments (1,514,506) (3,265,891)

NET CASH FLOW FROM INVESTING ACTIVITIES (3,311,269) (4,754,435)

FINANCING ACTIVITIES

Long term fi nancing (207,689) (102,431)

Short term fi nancial debts (21,222) 3,720

Interest paid on debts (216,296) (140,591)

Other fi nancial income and charges (98,025) (615,193)

NET CASH FLOW FROM FINANCING ACTIVITIES (543,232) (854,495)

Total net cash fl ow 6,246,165 10,085,598

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In EUR 31.12.2001 31.12.2002

CHANGE IN CASH AND CASH EQUIVALENTS DUE TO EXCHANGE RATE MOVEMENTS (78,312) (600,570)

NET INCREASE OF CASH AND CASH EQUIVALENTS

Beginning of the year

Cash Equivalents 20,417,026 23,741,719

Cash 13,445,035 16,189,428

Bank overdrafts (164,595) (65,829)

Total cash and cash equivalents at beginning of the year 33,697,466 39,865,318

End of the year

Cash Equivalents 23,741,719 19,578,728

Cash 16,189,428 29,771,618

Bank overdrafts (note e) (65,829) -

Total cash and cash equivalents at the end of the year 39,865,318 49,350,346

Net increase of cash and cash equivalents 6,167,852 9,485,028

General Notes

Note a The cash fl ow statement is represented according to IAS 7, indirect method; ARINSO ventilates cash

income and proceedings over the three classes of cash related transactions (operations, investing and

fi nancing).

Note e As the bank overdrafts are on very short term (overnight), ARINSO considers them as integral part of

their cash policy.

Notes to 2001

Note b The 100% participation in Systech (Italy) was sold to a third party in April 2001. The operational cash the

company generated in the fi rst quarter is excluded from the Group’s 2001 operational cash.

Note c The sales price of the Systech shares is still due for EUR 60,000. The cash impact of the share transaction

is negative (EUR 39,461) in 2001, as the net cash available at the date of sales is excluded in consolidation.

Note d A fi nal instalment was made to the former shareholders of ARINSO Germany (ex Dietz&Werner).

Notes to 2002

Note f The extra-ordinary result consists of some non-cash costs related to the sale of Remix. These items are

corrected here.

Note g In 2002 ARINSO acquired DPS (Canada) and IT2 Information Systems (Germany). The initially paid

acquisition price is expressed here.

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5. AUDIT REPORT ON THE CONSOLIDATED ANNUAL ACCOUNTS AS PER 31 DECEMBER 2002

FREE TRANSLATION OF THE STATUTORY AUDITOR’S (Commissaris) REPORT ORIGINALLY PREPARED

IN DUTCH ON THE CONSOLIDATED ACCOUNTS OF THE GROUP ARINSO INTERNATIONAL NV

SUBMITTED TO THE GENERAL SHAREHOLDERS’ MEETING

Consolidated accounts for the year ended December 31, 2002

In accordance with legal and regulatory requirements, we are reporting to you on the completion of the mandate which you

have entrusted to us. We have audited the consolidated fi nancial statements for the year ended December 31, 2002 with a

balance sheet total of 99,667(000) EUR, and a profi t for the year (share of the group in the results) of 3,268(000) EUR.

These consolidated fi nancial statements have been prepared under the responsibility of the Board of Directors of the

Company. The fi nancial statements of a certain number of Companies which statements refl ect total assets of 55,814(000)

EUR and total loss of 1,310(000) EUR in the consolidated fi nancial statements were audited by other auditors whose

reports have been furnished to us, and our opinion is based solely on the reports of the other auditors. In addition we have

reviewed the directors’ report.

Unqualifi ed audit opinion on the consolidated fi nancial statements

Our audit was performed in accordance with the standards of the Institut des Reviseurs d’Entreprises-Instituut der

Bedrijfsrevisoren. Those standards require that we plan and perform the audit to obtain reasonable assurance about

whether the consolidated fi nancial statements are free of material misstatement, taking into account the Belgian legal and

regulatory requirements relating to the consolidated fi nancial statements. In accordance with these standards we have taken

into account the administrative and accounting organisation of your group as well as the system of internal control. The

group’s management have provided us with all explanations and information, which we required for our audit. We have

examined on a test basis, the evidence supporting the amounts included in the consolidated fi nancial statements. We have

assessed the accounting policies used, the signifi cant accounting estimates made by the Company and the overall

presentation of the consolidated fi nancial statements. We believe that our audit and the report(s) of the other auditors

provide a reasonable basis for our opinion. In our opinion, based on our audit and the reports of the other auditors, the

consolidated fi nancial statements of ARINSO International NV for the year ended December 31, 2002 present fairly the

fi nancial position of the group and the results of its operations, in conformity with the prevailing legal and regulatory

requirements, and the disclosures made in the notes to the accounts are adequate

Additional assertions

As required by generally accepted auditing standards the following additional assertion is provided. This assertion does not

alter our audit opinion on the consolidated fi nancial statements.

- The consolidated directors’ report contains the information required by law and is in accordance with the

consolidated fi nancial statements.

Antwerp, March 31, 2003

Klynveld Peat Marwick Goerdeler Reviseurs d’Entreprises, Statutory Auditor, represented by

P.P. Berger, Reviseur d’entreprise / Bedrijfsrevisor

Subsequent events

To the Company’s best knowledge, there have been no important events, other than those mentioned in this Annual Report

that might have an infl uence on the annual accounts.

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6. STATUTORY ACCOUNTS OF ARINSO INTERNATIONAL N.V.

The Board of Directors decided to further streamline the global fi nancing structure of ARINSO. Consequently,

ARINSO International delegated parts of its intra group fi nancing activities and consolidated these in a new fully

consolidated affi liate. Furthermore, the legal ownership of some entities was optimised, resulting in an exceptional

gain in the records of the mother company of EUR 15.3 million. Neither of these two operations infl uenced the

consolidated accounts of the ARINSO Group. The profi t of the period, EUR 30,548,809, is infl uenced by the changes

in the perimeter and by the received dividends ad EUR 14 million.

___ 6.1. BALANCE SHEET

ASSETS (In EUR) 31.12.2001 31.12.2002

Fixed assets 41,681,494 86,634,017Tangible fi xed assets 259,902 409,225

B. Plant, machinery and equipment 69,093 280,174C. Offi ce furniture and vehicles 131,149 81,986E. Other tangible fi xed assets 59,660 47,065

Financial fi xed assets 41,421,592 86,224,792A. Fully consolidated companies 41,417,415 86,220,615

1. Participating interests 14,151,367 80,926,7102. Amounts receivable 27,266,048 5,293,905

C. Other fi nancial assets 4,177 4,1772. Amounts receivable 4,177 4,177

Current assets 26,486,651 14,763,872Amounts receivable after one year 775,410

B. Other amounts receivable 775,410 Amounts receivable within one year 6,964,590 8,968,385

A. Trade debtors 5,640,873 8,654,629B. Other amounts receivable 1,323,718 313,756

Investments 17,887,277 856,653B. Other investments and deposits 17,887,277 856,653

Cash at bank and in hand 545,257 4,360,656Deferred charges and accrued income 314,116 578,178

TOTAL ASSETS 68,168,145 101,397,889

LIABILITIES (In EUR) 31.12.2001 31.12.2002

Capital and Reserves 63,307,537 93,856,345Capital 60,245,423 60,245,423Reserves 902,383 2,429,823

A. Legal reserves 158,702 1,686,143D. Available reserves 743,681 743,680

Profi t carried forward 2,159,730 31,181,098Provision for Liabilities and Charges 101,368 74,368Debts 4,759,240 7,467,176Amounts payable within one year 4,551,013 7,346,987

C. Trade debts 2,407,231 4,638,093 1. Suppliers 2,407,231 4,638,093E. Amounts payable regarding taxes, remuneration and social security 2,143,783 2,683,894 1. Taxes 333,201 333,936 2. Remuneration and social security 1,810,581 2,349,958F. Other debts 25,000

Accrued charges and deferred income 208,227 120,189

TOTAL LIABILITIES 68,168,145 101,397,889

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___ 6.2. INCOME STATEMENT

In EUR 31.12.2001 31.12.2002

Operating income 22,346,265 37,646,802

A. Turnover 19,221,318 34,602,807

D. Other operating income 3,124,947 3,043,995

Operating charges (18,985,175) (35,338,457)

A. Raw materials, consumables and goods for resale 5,256,468 20,803,344

B. Services and other goods 5,069,439 5,005,996

C. Remuneration, social security and pensions 8,167,301 8,939,629

D. Depreciation and amounts written off 415,240 319,528

E. Provision for doubtful debtors 14,410 212,311

G. Other operating charges 62,317 57,649

Operating profi t or loss 3,361,090 2,308,345

Financial income 2,752,611 16,492,982

A. Income from fi nancial fi xed assets 1,168,804 14,695,878

B. Income from current assets 803,517 599,260

C. Other fi nancial income 780,290 1,197,844

Financial charges (923,554) (1,675,722)

A. Interest and other debt charges 172,080 110,221

B. Write-off on current assets 60,000

C. Other fi nancial charges 751,474 1,505,501

Profi t or loss on ordinary activities before taxation 5,190,147 17,125,605

Extraordinary income 45,403 15,427,153

C. Change in provision for risks and costs 27,000

D. Gain on disposal of fi xed assets 45,403 15,400,153

Extraordinary charges (2,182,556) (121,194)

C. Write-off on fi nancial fi xed asset 1,732,285

D. Provision for extraordinary costs 101,368

E. Loss on disposal of fi xed assets 278,129 99,999

F. Other extraordinary charges 70,773 21,195

Profi t or loss for the fi nancial period before taxation 3,052,995 32,431,564

Income taxes (1,333,668) (1,882,755)

PROFIT OR LOSS OF THE YEAR 1,719,327 30,548,809

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___ 6.3. APPROPRIATION ACCOUNT

In EUR 31.12.2001 31.12.2002

A. Profi t to be appropriated 2,245,697 32,708,539

1. Profi t for the year available for appropriation 1,719,327 30,548,809

2. Profi t brought forward 526,370 2,159,730

C. Transfer to capital and reserves 85,966 1,527,441

2. To legal reserves 85,966 1,527,441

D. Result to be carried forward 2,159,730 31,181,098

1. Profi t to be carried forward 2,159,730 31,181,098

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III. Statement of tangible assets

Plant, machinery Furniture Other tangible and equipment and vehicles assets

a) ACQUISITION COSTS

As at the end of the previous period 1,783,540 671,578 107,553

Movements during the period:

- Acquisitions 420,249 29,645 19,057

- Sales and Disposals (86,278)

At the end of the period 2,203,789 614,945 126,610

c) DEPRECIATION AND AMOUNTS WRITTEN OFF

As at the end of the previous period 1,714,447 540,529 47,892

Movements during the period:

- Recorded 209,168 78,707 31,653

- Written down after sales and disposals (86,277)

At the end of the period 1,923,615 532,959 79,545

Net book value at the end of the period 280,174 81,986 47,065

IV. Statements of fi nancial assets

1. Participations, shares and investments Affi liated companies

a) ACQUISITION COSTS

As at the end of the previous period 14,151,367

Movements during the period:

- Acquisitions 71,850,018

- Sales (5,074,675)

At the end of the period 80,926,710

2. Amounts receivable Affi liated companies Other enterprises

Net book value at previous period 27,266,048 4,177

Movements during the period:

- Additions 2,990,000

- Repayments (7,967,627)

- Currency translation differences (1,877,008)

- Other (15,117,507)

Net book value at the end of the period 5,293,906 4,177

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V.A. Investments and social rights held in other companies

Are to be mentioned hereafter, the companies in which the company holds an investment in the sense of the Royal

Decree of October 8, 1976 as well as the other companies in which the company holds shares in case where these

shares represent at least 10% of the subscribed capital.

Rights held by Information from the most recent period available

Name, full address of the the Company Subsi- Annual Mone- Capital Net registered offi ce (directly) diaries accounts tary and result reserves

Number % % as per Unit (+) or (-) (in monetary units)

ARINSO Nederland

Beurs – WTC Beursplein 37

3001 DD Rotterdam,

Nederland 400 100 31/12/2002 EUR 1,393,510 3,598,739

ARINSO France

Espace 21, Place Ronde 31

92986 Paris La Défense,

France 3,000,000 100 31/12/2002 EUR 1,530,643 (1,200,588)

ARINSO Luxembourg

Place d’Armes 3

1670 Luxembourg,

Luxembourg 29,686 100 31/12/2002 EUR 69,268,212 486,097

ARINSO United Kingdom

Fleet Street 107

EC4A 2A London

United Kingdom 25,000 100 31/12/2002 GBP 553,630 269,700

ARINSO International US

Piedmont Road 3575 box 1000

GA 30305 Atlanta, USA 100,000 100 31/12/2002 USD 3,105,460 1,415,986

ARINSO Canada

The West Mall 185, suite 1530

M9C 5L5 Ontario,

Canada 1,000 100 31/12/2002 CAD 4,716,145 1,185,102

ARINSO Argentina

Av. Cramer 2038 PB ‘A’

1428 Buenos Aires,

Argentina 120 100 31/12/2002 USD 97,345 279,652 >

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Rights held by Information from the most recent period available

Name, full address of the the Company Subsi- Annual Mone- Capital Net registered offi ce (directly) diaries accounts tary and result reserves

Number % % as per Unit (+) or (-) (in monetary units)

ARINSO Brazil

Alameda Mamoré 989,

andar 15, conjunto 1501, Cry

06454-0 Barueri, Sao Paulo

Brazil 45,000 100 31/12/2002 BRL 5,075,551 (12,807,950)

ARINSO Mexico

Belisario Domínguez 64

Col. Miguel Hidalgo

Delegación Tlalpan

14410 Mexico DF

Mexico 100 31/12/2002 MXN (10,586,153) 2,681,132

ARINSO Singapore

Clemenceau Avenue 83,

14-01 UE Square,

239920 Singapore

Singapore 2 100 31/12/2002 SGD (339,756) (86,336)

ARINSO Malaysia

Level 40, Tower 2,

Petronas Twin Tower,

50088 Kuala Lumpur

Malaysia 100 31/12/2002 MYR 1,930,060 1,622,391

ARINSO Taiwan

18 F Suite C No 156

Ming Sheng R. Road

Sec. 3, Taipe, Taiwan 100 31/12/2000 TWD

ARINSO Nordic

Solna Strandväg 78

17154 Solna,

Sweden 900 100 31/12/2002 SEK 2,605,609 1,682,172

LDP

Rue Emile Bian

L-1235 Luxembourg,

Luxembourg 80 80 31/12/2003

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VI. Investments : other investments

Period Preceding period

Term deposits with credit institutions 856,653 17,887,277

Falling due:

- less or equal to one month 856,653 17,877,277

VII. Deferred charges and accrued income

Period

Analysis of heading 490/1 of assets if the amount is signifi cant

Deferred charges 565,267

Accrued income 12,910

VIII. Statement of capital

Amounts Number of shares

A. Capital

1. Issued capital

- at the end of the preceding period 60,245,423 xxxxxxxxx

- changes during this period

- at the end of the period 60,245,423 xxxxxxxxx

2. Structure of the capital

2.1 Different categories of shares

Shares without pair value 60,245,423 14,550,823

2.2 Registered shares and bearer shares

Registered xxxxxxxxx 11,905,219

Bearer xxxxxxxxx 2,645,604

D. Commitments to issue shares

2. Following the exercising of SUBSCRIPTION rights

- Number of outstanding subscription rights 937,500

- Amount of capital to be subscribed 6,562,500

- Maximum number of shares to be issued 1,875,000

E. Authorised capital, not issued 60,245,423

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G. Shareholder structure based on notifi cation in April 2000:

Shareholder Number of shares %

Jos Sluys * 9,212,669 63.3%

Rudy Vandenberghe * 784,264 5.4%

Geert Truyts * 640,750 4.4%

Other nominative shareholders (13) * 1,267,533 8.7%

Public 2,645,604 18.2%

Total 14,550,823 100%

* Acting in accordance with each other

Shareholder After exercise of the warrants %

Jos Sluys 9,337,669 56.8%

Rudy Vandenberghe 784,264 4.8%

Geert Truyts 640,750 3.9%

Other nominative shareholders (13) * 1,267,533 7.8%

Public 2,645,604 16.1%

Personnel 1,750,000 10.6%

Total 16,425,823 100%

Except for the above mentioned information, the Company has not received any other notifi cation of any ownership

of shares of more than 3% in compliance with the articles of the association.

IX. Provisions for risks and charges

Period

Contract termination penalties 74,368

X. Statement of amounts payable

Period

C. Amounts payable for taxes, remuneration and social security

1. Taxes

b) Non-expired taxes payable 333,936

2. Remuneration and social security

b) Other amounts payable relating to remuneration and social security 2,349,958

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XI. Accrued charges and deferred income

Period

Analysis of heading 492/3 of liabilities if the amount is signifi cant

Deferred income 120,189

XII. Operating results

Period Preceding period

C1. Personnel

a) Total number of personnel at year end 142 149

b) Average number of personnel in FTE 135.2 139.5

c) Number of hours worked 227,544 220,145

C2. Personnel charges

a) Remuneration and direct social benefi ts 6,558,387 5,993,939

b) Employers’ contribution for social security 1,799,284 1,771,075

c) Employers’ premium for extra statutory insurance 199,090 13,544

d) Other personnel charges 382,868 388,742

D. Amortization

2. On amounts receivable 212,311 14,410

F. Other operating charges

Taxes relating to operations 22,112 10,742

Others 35,537 51,575

XIII. Financial results

A. Other fi nancial income

Detail of other fi nancial income classifi ed under

this heading, if material

Translation differences 1,197,828 780,281

Other 16 9

D. Write-offs on current assets

Recorded 60,000

E. Other fi nancial charges

Analysis of other fi nancial charges included under

this heading, if material

Translation differences 1,505,064 751,324

Other 437 150

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XIV. Income taxes

Period

A. Analysis of heading 670/3

1. Income taxes of the current period 1,698,046

a) Taxes and withholding taxes due or paid 1,408,046

c) Estimated taxes payable 290,000

2. Income taxes of the previous periods 184,710

a) Taxes and withholding taxes due or paid 184,710

XVI. Other taxes and taxes borne by third parties

Period Preceding period

A. The total amount of value added taxes, turnover taxesand special taxes charged during the period

1. to the company (deductible) 874,596 909,503

2. by the company 2,237,670 2,548,070

B. Amounts retained on behalf of third parties

1. payroll withholding taxes 1,944,219 1,861,634

2. withholding taxes on investment income 10,563 33,415

XVII. Rights and commitments accrued in the balance sheet

Period

Amount of forward contracts

- Currencies sold (to be delivered) 6,515,182

XIX. Financial relationships with directors and managers

Period

4. The amount of direct and indirect remuneration and pensions, included

in the income statement as long as this disclosure does not concern,

exclusively or mainly, the situation of a single identifi able person

- to the directors and managers 213,641

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XVIII. Relationships with affi liated companies and companies linked by participating interests

Affi liated companies Period Preceding period

1. Financial fi xed assets 86,220,615 41,417,415

Investments 80,926,710 14,151,367

Other 5,293,905 27,266,048

2. Amounts receivable 2,089,169

More than one year 715,410

Less than one year 1,195,038 1,373,759

4. Debts 2,448,476 876,241

Less than one year 2,448,476 876,241

7. Financial results

From fi nancial fi xed assets 14,695,878 1,168,804

Interest costs 8,306

8. Realisation of fi xed assets

Realized gains 15,400,153

Realized losses 99,999

Declaration in relation to the statement of consolidated accounts

A. Information to be disclosed by the reporting company

- Consolidated accounts and a consolidated annual report have been prepared and published pursuant

to the Royal Decree of January 30, 2001 on the consolidated accounts : yes

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___ 6.4. SOCIAL BALANCE

If applicable, registration number of the company at the Social Bureau (‘RSZ-number’) : 010-1636985-57

Number of the joint Industrial Committees that are applicable to the company: 218.00

I. Overview of the personnel employed

A. Employees enrolled in the personnel register

1. Full time 2. Part time 3. Total (T) 4. Total (T) or total in full or total in full time equivalents time equivalents (FTE) (FTE) (period) (period) (period) (preceding per.)

1. During this period and the preceding period

Average number of employees 126.0 18.8 135.2 (FTE) 129.1 (FTE)

Number of hours worked 212,506 15,038 227,544 (T) 220,145 (T)

Personnel charges 7,255,700 692,500 7,948,200 (T) 7,407,220 (T)

Other advantages xxxxxxxx xxxxxxxx 127,600 (T) 124,358 (T)

1. Full time 2. Part time 3. Total in full time equivalents

2. At year end date

a. Number of employees enrolled in the personnel register 126 16 133.3

b. According to the type of employment contract

Contract of an undetermined period of time 126 16 133.3

c. According to the sex

Male 93 12 97.4

Female 33 4 35.9

d. According to professional classifi cation

Directors 5 5.0

Employees 120 16 127.3

Other 1 1.0

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II. Overview of the personnel turnover during the period

1. Full time 2. Part time 3. Total in full time equivalents

A. Personnel hired

a. Number of employees enrolled in the personnel register during the period 14 14.0

b. According to the type of employment contract

Contract for an undetermined period of time 14 14.0

c. According to the sex and education level

Male : higher education (non-university) 1 1.0

higher education (university) 7 7.0

Female : higher education (non-university) 1 1.0

higher education (university) 5 5.0

1. Full time 2. Part time 3. Total in full time equivalents

B. Personnel resigned

a. Employees with determination date has been noted down in the personnel register 20 1 20.8

b. According to the type of employment contract Contract for an undetermined period of time 20 1 20.8

c. According to the sex and education level

Male : secondary school 7 7.0

higher education (non-university) 1 1.0

higher education (university) 8 8.0

Female : secondary school 1 1 1.8

higher education (university) 3 3.0

d. According to the reason for determination of the employment contract

Dismissal 3 3.0

Other 17 1 17.8

IV. Information concerning staff training during this period

1. Number of 2. Number of 3. Company employees training hours charges involved followed

Total number of training initiatives tothe account of the employer

Male 85 1,295 203,299

Female 26 487 62,502

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SUMMARY OF VALUATION RULES

Formation expenses

The formation expenses and the costs of capital increases are valued at cost and depreciated at the rate of 20%

yearly. Any loan costs are depreciated annually in line with the terms of the loan.

Intangible fi xed assets

The intangible fi xed assets are capitalized on the balance sheet at cost and depreciated on a straight line basis at a

rate of 20 % per year as from the month of acquisition. System software and fi rmware are considered tangible fi xed

assets and capitalized together with the hardware as Equipment.

Tangible fi xed assets

The tangible fi xed assets are capitalized at cost, including the ancillary charges or at the value of the contribution,

minus the accumulated depreciation.

For the aim of the consolidation, straightline depreciation is applied on the basis of the expected economic lifetime of

the concerned asset, excluding the possible residual value, with the application of the following depreciation

percentages:

• Buildings 10% straightline

• Plant, machinery and equipment 33% straightline

• Offi ce equipment 20% straightline

• Furniture 20% straightline

• Leasehold improvements 20% straightline

• Vehicles 25% straightline

• Hard and software 50% straightline

Costs of repairs, maintenance and replacements are expensed if they do not materially increase the useful life of the

asset concerned.

Financial fi xed assets

The shares that ARINSO holds in other companies are valued at cost, where appropriate subjected to a write-off in

the case of a permanent capital loss.

Amounts receivable and amounts payable

Amounts receivable and amounts payable are valued at nominal value. If recovery of the whole or part of an amount

receivable is uncertain or doubtful, provisions are accrued.

Amounts receivable and amounts payable in foreign currency are translated at the end of the fi scal year at the closing

rate. The currency translation differences that thus arise are transferred to the income statement if the calculation

per currency results in a negative amount, and to the ‘Accrued charges and deferred income’ on the balance sheet if

the calculation per currency results in a positive difference.

Investments and cash and cash equivalents

Securities with a fi xed return, shares and bonds are valued at cost, including additional expenses, or at market value if

the latter is lower at balance date.

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Accrued charges/income and deferred income/charges

Accruals and deferrals are booked and valued at cost and recorded in the balance sheet for the part that is carried

forward to the following fi scal period or that has to be attributed to the current fi scal period.

Provision for liabilities and other charges

The Board of Directors decides on a prudent basis which provisions must be set up to cover the cost of all liabilities

and charges for the past fi scal year or previous years that are probable or defi nite on the date of the preparation of

the accounts but for which it is not possible to assess them precisely.

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REPORT FROM THE STATUTORY AUDITOR (Free translation)

REPORT OF THE STATUTORY AUDITOR ON THE STATUTORY ACCOUNTS SUBMITTED TO

THE GENERAL SHAREHOLDERS’ MEETING OF ARINSO INTERNATIONAL N.V.

Financial year ended December 31, 2002

In accordance with legal and statutory requirements, we are reporting to you on the completion of the audit

assignment with which you have entrusted us.

We audited the fi nancial statements as of and for the fi nancial year ended December 31, 2002, with a balance sheet

total of 101,398(000) EUR, and a profi t for the fi nancial year of 30,549(000) EUR. These fi nancial statements have

been prepared under the responsibility of the company’s management board. We also carried out the specifi c

additional audit procedures, required by the law.

Unqualifi ed audit opinion on the fi nancial statements

We performed our audit in accordance with the standards of the “Institut des Réviseurs d’Entreprises - Instituut der

Bedrijfsrevisoren”. These professional standards require that we plan and perform the audit to obtain reasonable

assurance as to whether the fi nancial statements are free of material misstatement, taking into account the Belgian

legal and administrative requirements applicable to fi nancial statements in Belgium.

In accordance with these standards we have considered the company’s administrative and accounting organisation as

well as its internal control procedures. The company’s management has provided us with all explanations and

information we required for our audit. We examined, on a test basis, evidence supporting the amounts in the fi nancial

statements. We assessed the accounting principles used and signifi cant accounting estimates made by the company, as

well as the overall presentation of the fi nancial statements. We believe that our audit provides a reasonable basis for

our opinion.

In our opinion, taking into account the prevailing legal and regulatory requirements, the fi nancial statements for the

year ended December 31, 2002, present fairly the company’s net worth and fi nancial position and the results of its

operations. The disclosures made in the notes to the fi nancial statements are adequate.

Additional Assertions and Information

As required by generally accepted auditing standards, the following additional assertions and information are provided.

These assertions and information do not alter our audit opinion on the fi nancial statements.

• The annual report contains the information required by law and is consistent with the fi nancial statements.

• The appropriation of results proposed to you complies with the legal and statutory provisions.

• There are no transactions undertaken or decisions taken in violation of the company’s statutes or company

law, which we have to report to you.

• Without prejudice to certain formal aspects of minor importance, the accounting records are maintained and

the fi nancial statements have been prepared in accordance with the applicable Belgian legal and regulatory

requirements.

Antwerp, March 31, 2003

Klynveld Peat Marwick Goerdeler, Bedrijfsrevisoren,

Statutory Auditor, represented by

P.P. Berger, Bedrijfsrevisor

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ARINSO International (Euronext Brussels: ARIN) is a global HR Services partner offering

comprehensive HR business solutions to the world’s largest employers. ARINSO is dedicated

to HR Excellence through Strategic Guidance, Integration Services and customised

HR Service Delivery Solutions.

ARINSO was founded in 1994, and currently employs close to 1,200 staff in 20 countries:

Belgium, Luxembourg, the Netherlands, France, Spain, Portugal, Italy, United Kingdom, Germany,

Sweden, Finland, US, Canada, Argentina, Brazil, Mexico, Singapore, Malaysia, Taiwan and Morocco.

INVESTMENT SUMMARY

In just eight years, ARINSO has become an EUR 121 million company with 11% EBIT and 1200 staff,

by integrating state-of-the-art HRM Systems.

Increasingly, ARINSO helps clients design innovative HRM Strategies.

ARINSO aims to be a trusted partner in operating clients’ HR & Payroll processes.

Key financial drivers behind this strategy: Higher growth opportunities

Long-term recurring revenues

Long-term sustainable margins

ARINSO Africa37, Av. Abdelkarim El KhattabiCasablancaMoroccoTel. +212 22 95 60 80Fax +212 22 95 14 35

ARINSO ArgentinaAv. Cramer 2038 P.B. ‘A’1428 Buenos AiresArgentinaTel. +54 11 4788 97 17Fax +54 11 4788 96 44

ARINSO BelgiumHumaniteitslaan 116Boulevard de l’Humanité 1161070 BrusselsBelgiumTel. +32 2 558 06 70Fax +32 2 558 06 80

ARINSO BrazilAlameda Mamoré 98915° andar, conjunto 1501Crystal Tower 06454-030 BarueriSao PauloBrazil Tel. +55 11 4197 3434Fax +55 11 4197 3435

ARINSO Canada185 The West MallSuite 1530Etobicoke, OntarioCanada M9C5L5Tel. +1 416 622 9559Fax +1 416 622 2676

ARINSO FinlandMannerheimintie 12B 5th floor 00100 HelsinkiFinlandTel. +358 9 2516 6406 Fax +358 9 2516 6100

ARINSO FranceEspace 2131, Place Ronde92986 Paris La Défense 7FranceTel. +33 1 49 00 31 31Fax +33 1 49 00 31 69

ARINSO GermanyBerliner Strasse 10140880 RatingenGermanyTel. +49 2102 99 79 0Fax +49 2102 99 79 79

ARINSO ItalyVia G. Murat 2320159 MilanoItalyTel. +39 02 694 321Fax +39 02 694 322 01

ARINSO LuxembourgPlace d’Armes 3L-1136 LuxembourgG.D. of LuxembourgTel. +352 46 60 83Fax +352 46 60 84

ARINSO MalaysiaEmpire TowerLevel 35A-1 Empire Tower182 Jalan Tun Razak50400 Kuala LumpurMalaysiaTel. +60 3 2166 5886Fax +60 3 2166 5887

ARINSO MexicoBelisario Domínguez 64Col. Miguel HidalgoDelegación Tlalpan14410 Mexico DFMexicoTel. +52 56 65 22 85Fax +52 56 66 05 70

ARINSO NetherlandsBeurs-World Trade CenterBeursplein 37 PO Box 301843001 DD RotterdamThe NetherlandsTel. +31 10 205 25 33Fax +31 10 205 53 79

ARINSO PortugalPr. Marqués de Pombal, 16 A, 5º Piso1250-163 LisboaPortugalTel. +351 21 350 40 56Fax +351 21 350 40 01

ARINSO Singapore83 Clemenceau Avenue# 14-01 UE SquareSingapore 239920Tel. +65 6 73 61 366Fax +65 6 73 62 655

ARINSO SpainCarretera de la Coruña, km. 23,2Edificio ECU Planta 228230 Las RozasMadrid – SpainTel. +34 91 640 28 90Fax +34 91 640 28 91

ARINSO Sweden Solna Strandväg 78171 54 SolnaSwedenTel. +46 8 505 21091Fax +46 8 545 21010

ARINSO Taiwan9/F No. 342Sec. 1, Keelung RoadTaipei Taiwan R.O.C.Tel. +65 6 73 61 366Fax +65 6 73 62 655

ARINSO United Kingdom107 Fleet StreetLondon EC4A 2ABUKTel. +44 20 7936 90 14Fax +44 20 7936 91 41

ARINSO United States3535 Piedmont RoadBuilding 14, Suite 1000Atlanta, GA 30305USTel. +1 404 260 19 00Fax +1 404 260 19 01

ARINSO International • Humaniteitslaan 116 • B-1070 Brussels

Tel. +32 2 558 06 70 • Fax +32 2 558 06 80

ARINSO International is part of

the NextEconomy Quality Segment on EURONEXT Brussels.

Page 68: 2002 ANNUAL REPORT - KU Leuven2002 was once again a productive year in the development of our corporate strategy. We confi rmed our position as a global HR Services partner offering

ARINSO International combines world-class ICT skills

with an innovative HR approach. We’ll run your HR engine,

so you can fully focus on the road ahead.

www.arinso.com

THE HUMAN CAPITAL COMPANY

ARINSOI N T E R N A T I O N A L

ANNUAL REPORT2 0 0 2

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