Annual Report 2009
Transcription
Annual Report 2009
Annual report | 1 Annual report | 3 TABLE OF CONTENTS 6 8 10 12 14 Key figures Emakina, a force for change Interactive market trends from now to 2014 History and vision Highlights of the year • Design is Dead honoured at the American WeAwards • groupeReflect launches the attention barometer • Suntzu becomes Emakina.NL 15 ...... • Emakina.BE is a winner at the Usability Awards • Emakina wins a major framework contract with the European Commission • Commerical agreement between Emakina Group and Pixelpark • The Reference picks up an award for the Bekaert site 16 17 • The Reference strenghtens its ties with the KBC Positioning: Building Brand Experiences Our three core businesses 22 The Emakina Group 23 ...... • Emakina.BE (Brussels) 24 ...... • Emakina.EU (Brussels 25 ...... • Design is Dead (Antwerp) 26 ...... • The Reference (Ghent) 27 ...... • Emakina.NL (Rotterdam) 28 ...... • groupeReflect (Paris and Limoges) 29 Cases 30 ...... • Nescafé – brand site 31 ...... • Unilever - Yunomi 32 ...... 33 ...... 34 ...... 35 ...... • Website construction • Interlease – B2B site • Mentos Aqua Kiss – brand site • ING – Lion Deposit campaign • Krys – intercative and relational marketing campaign • Panasonic – TheDigitalPlace platform • Haute-Bretagne – tourism platform • Swift – community platform • Gouvernement flamand – Bibliotheek.be portal • Bekaert – company website • Interactive communication • Web application development 18 Centers of expertise 19 ...... • Emakina/Think • Emakina/aprilFirst 20 ...... • Emakina/Operations • Emakina/Media • Emakina/Direct 21 ...... 36 Corporate governance management control 37 ...... • Articles of Association and Shareholdership of 38 ...... 39 ...... 42 ...... the Emakina Group • Structure of the Emakina Group • Corporate governance charter • Board of Directors • Board of Directors’ committees • Emakina/Perform - General • Emakina/Live! - Audit Committee • Emakina/Social - Appointment and Remuneration Committee • Emakina/Motion • Emakina/Mobile 43 ...... • Executive committee - General - Chief Executive Officer (CEO) and Chairman - Composition of the Executive Committee 56 ...... • Consolidated Accounts at 31 December 2009 • Remuneration of the Directors and of the executive Committee - Consolidation Scopen - Consolidation Method - Non-Executive Directors 4 4 ...... - Consolidated Balance Sheet prepared in accordance with Belgian accounting standards (Belgian GAAP) after appropriation* - Executive Directors • Shares held by Non-Executive Directors and Executive Committee Members - Consolidated Income Statement prepared in accordance with Belgian accounting standards (Belgian GAAP) after appropriation* - Shares held by Non-Executive Directors 46 ...... 47 ...... - Shares Held by Executive Committee Members • Statutory Auditor - Cash Flow Statement (EUR) • Conflicts of Interest of the Directors and Executive Committee Members and operations with Affiliated Companies - Notes on the consolidated annual accounts • Relations with Affiliated Companies • Relations with Significant Shareholders 72 ...... - Summary of consolidated valuation rules • Annual statutory financial statements of Emakina Group SA • Compliance with Legislation on Insider Dealing and Market Manipulation (Market Abuse) - Statutory Balance sheet prepared in accordance with Belgian accounting standards (Belgian GAAP) after appropriation 48 Financial information 49 ...... • Management report - Statutory Income Statement prepared in accordance with Belgian accounting standards (Belgian GAAP) after appropriation - Highlights of the Year and Developments in Emakina Group’s Business - Comments on the Consolidated Accounts of Emakina Group 75 ...... • Auditor’s reports - Statutory auditor’s report to the general meeting of shareholders of Emakina Group SA on the consolidated financial statements for the year ended 31 december 2009 - Comments on the (Statutory) Annual Accounts of Emakina Group - Analysis of Risks - Prospects for 2010 - Statutory auditor’s report to the general meeting of shareholders of Emakina Group SA on the statutory financial statements for the year ended 31 december 2009 - Conflicts of Interest Between the Directors and the Company - Expertise and independence of the President of the audit committee - Legal Information Concerning the Transposition of the OPA Directive - Capital Increase Under Authorised Capital (Art. 608, Belgian Companies Code) 76 77 - Proposed Appropriation of Profits - Discharge Granted to the Directors and the Auditor Investor relations • Share price fluctuation in 2009 - Research and Development - Branches of the Company Directors’ statement 78 80 • Financial Calendar Glossary Awards Key figures CONSOLIDATED RESULTS (EUR) * 31/12/2009 31/12/2008 31/12/2007 TOTAL REVENUES 31.782.957 31.484.834 17.371.543 TOTAL OPERATING COSTS (BEFORE DEPRECIATION AND AMORTIZATION) -29.454.548 -28.797.972 -15.794.940 2.328.409 2.686.862 1.576.603 -802.255 -636.033 -414.030 1.526.154 2.050.829 1.162.573 -362.910 -305.193 -32.974 1.163.244 1.745.636 1.129.599 AMORTIZATION ON GOODWILL** -937.527 -891.000 -470.556 CURRENT PROFIT 225.717 854.636 659.043 NET EXTRAORDINARY RESULT -194.085 45.918 -130.114 31.632 900.554 528.929 -457 281.917 494.565 -412.075 -792.196 -381.564 OPERATING PROFIT (BEFORE DEPRECIATION AND AMORTIZATION) = EBITDA DEPRECIATION AND AMORTIZATION OPERATING PROFIT (EBIT) NET FINANCIAL RESULT CURRENT PRE-TAX PROFIT BEFORE AMORTIZATION ON GOODWILL PRE-TAX PROFIT DEFERRED TAXES CURRENT INCOME TAX SHARE IN RESULTS OF EQUITY-METHOD ENTITIES (PROFIT) 51.490 NET PROFIT BEFORE AMORTIZATION ON GOODWILL 608.117 1.281.275 1.112.486 NET PROFIT -329.410 390.275 641.930 296.460 364.401 156.327 -625.870 25.874 485.603 31/12/2009 31/12/2008 31/12/2007 6.942.276 7.423.437 7.864.347 CURRENT ASSETS 15.809.082 15.042.223 11.474.352 TOTAL ASSETS 22.751.358 22.465.660 19.338.699 9.238.205 9.729.505 9.382.179 406.833 493.893 347.079 12.274.318 11.131.261 8.680.741 7% 13% 12% A. SHARE OF THIRD PARTIES B. GROUP SHARE CONSOLIDATED BALANCE SHEET (EUR) * NON CURRENT ASSETS EQUITY MINORITY INTERESTS CURRENT DEBTS NET PROFIT BEFORE AMORTIZATION ON GOODWILL / EQUITY (RETURN ON EQUITY) 6 | Annual report 31/12/2009 31/12/2008 31/12/2007 SHARE PRICE (in EUR) 9,5 7,75 11,50 NUMBER OF SHARES 3.496.708 3.459.533 3.435.409 33.218.726 26.811.380 39.507.203 SHARE DATA MARKET CAPITALISATION (in EUR) 165.630 112.200 55.130 CURRENT PRE-TAX PROFIT / SHARE (in EUR) 0,0646 0,2470 0,1918 GROUP SHARE / SHARE (in EUR) -0,1790 0,0075 0,1414 NET PROFIT / SHARE (in EUR) -0,0942 0,1128 0,1869 NET PROFIT BEFORE AMORTIZATION ON GOODWILL / SHARE (in EUR) ** 0,1739 0,3704 0,3238 NUMBER OF SHARE OPTIONS * Established according to Belgian GAAP ** Contrary to IFRS GAAP, Belgian GAAP impose amortization charges that impact significantly the net consolidated result of the Company. SALES FLUCTUATION (EUR) EBITDA FLUCTUATION (EUR) AVERAGE STAFF FLUCTUATION (EUR) Annual report | 7 The financial crisis has wrought big changes and totally transformed behaviour patterns. This is particularly true in the world of media and advertising, which was hit hard in 2009. STRATEGIES SERVICES OFFERS EXPERIENCES TRUST consumers COMMUNICATION CHANNELS 8 | Annual report ch D EMAKINA hange a force for BRANDS DIGITAL B WORLD NEW MEDIA usiness models are increasingly and continuously being impacted by changes in technology and in consumption patterns. Be it in the field of music, newspapers, books, classified ads or banking, businesses must evolve to survive. The digital world is omnipresent, a fact that now determines corporate strategies. Rather than simply go with the flow, many companies are anticipating change and seizing the opportunities offered by this new paradigm. Emakina is on its way Brands are now making direct contact with consumto becoming the top ers. They are attentive European company by to their needs, and the improving its range of emphasis is on interactive services while ensuring communication. They analyse their reputaprofitability tion through social networks and create their own media with personalised and high value-added content. A case in point is the Yunomi platform (yunomi.be and yunomi.nl), which was developed in partnership with Unilever. This platform helps women manage their professional and family time and has created a community that allows women to exchange experiences and find solutions to everyday problems. E-commerce now has a prominent place in various sectors, including travel, leisure, advertising and the automotive industry, and this trend has been intensified by mobile solutions that facilitate access to applications. Emakina is a major contributor towards this paradigm shift. By building brand experiences that exploit to the full all the new communication channels, we help our clients make the most of change. We deploy a whole range of specialised services that enable our clients to reach their financial targets. From strategy to implementation, from idea to result, Emakina is committed to long-term partnerships with its clients. Thanks to a commercial partnership with the German market leader Pixelpark, Emakina is on its way to becoming the top European company in its field. At the same time, we are constantly improving our range of services while ensuring profitability, which is the key to success and growth. We would like to thank all our clients, shareholders and collaborators who have put their trust in us to deliver these projects. We are doing our utmost to guarantee the long-term sustainability and development of Emakina while remaining true to the values that underpin our corporate culture. Denis Steisel, CEO Annual report | 9 Introduction Forrester Research conducted a prospective study* on the trends in new media for the coming five years. The outcome is a report that is full of insight into the ways in which digital technology will continue to transform our economy. Interactive market trends from now to 2014 A rapidly growing market In 2014, interactive marketing will be worth around 55 billion dollars and will account for 21% of all expenditure on marketing. The main reason for this strong growth is the migration of advertising budgets to new channels such as search engines, e-mail applications, social media and mobile phones. This cannibalisation of traditional media will not only create a new relationship between brands and consumers, but it will also mean the demise of agencies that have not implemented the changes made necessary by interactive media. Activities supported by the interactive agency (see page 17) Search engine marketing heads the field Search engines such as Google, Yahoo! and Bing are now receiving much more attention from marketers. In fact, these companies currently account for no less than 59% of the interactive market. Forrester predicts that this growth will continue in the years ahead and will keep on increasing by 15% a year until 2014. Alongside this expansion, increasingly sophisticated tools will be coming on-stream that allow users to manage advertising programs in search mode. Furthermore, the increased use of search engines (on your mobile phone, from your desktop, etc.) will not only create more opportunities for advertisers, but it will also lead to the emergence of new search tools in untapped niche markets. Emakina’s Centre of Expertise dedicated to 10 | Annual report search engine marketing: Emakina/Perform (see page 20) Display advertising is back in vogue Display advertising (i.e. the display of advertisements in graphic form, such as banners) was hard hit by the crisis, but is now getting ready for a big comeback. In fact, its growth rate is likely to be around 17% a year until 2014. This renaissance is partly due to the fact that a growing number of advertisers are using display advertising according to a model based on performance (i.e. the cost per click, whereby each click on a format is charged to the advertiser) that offers an almost immediate return on investment. Forrester does not expect a reversal of this trend as the market emerges from the recession. And this trend goes hand in hand with the development of measurement tools that can accurately gauge the impact of a given campaign, from initial contact with the consumer to the actual purchase. Emakina’s Centre of Expertise dedicated to display advertising: Emakina/Media (see page 20) E-mail marketing - still on course Despite the emergence of new communication tools that are constantly changing the interactive environment, e-mail is still the medium preferred by many marketers. In fact, marketers have gone in for this means of interacting with their target group in a big way and have integrated it with other online marketing channels. From this point of view, Forrester predicts that in the future social networks will lead to an increase in the use of e-mail. When people belong to more than one social network (Facebook, LinkedIn, etc.), they inevitably have several mailboxes, which marketers can then use to reach consumers wherever they may be. In turn, this increase in the volume of e-mail messages has an impact on the cost of e-mail marketing, which is likely to fall even further in relation to current levels. Emakina’s Centre of Expertise dedicated to search engine marketing: Emakina/Direct (see page 20) Social media account for a considerable proportion of advertising budgets Social networking sites (Facebook, Twitter, the Blogosphere, etc.) are the latest thing, but companies still find it difficult to ascertain their real value or to measure their actual impact. According to Forrester, marketers are likely to become more experienced with managing these channels, and this means that they will purchase fewer traditional spaces on social networks and instead focus on more diversified and more efficient campaigns. Moreover, the applications themselves will continue to evolve and will therefore offer new forms of interaction with Internet users. Emakina’s Centre of Expertise dedicated to search engine marketing: Emakina/Social (see page 21) Mobile applications take off Finally, according to Forrester, in the next five years mobile phones will take on increasing importance as a channel for advertisers. This new niche market, which is likely to grow by around 27% a year, will be encouraged not only by the appearance of new more advanced terminals (the iPhone, the iPad, etc.), but also by the anticipated increased use of mobile phones. Forrester also predicts greater standardisation of the market and the emergence of mobile applications specifically dedicated to the world of a brand. Emakina’s Centre of Expertise dedicated to search engine marketing: Emakina/Mobile (see page 21) we anticipate that this trend will further accelerate as the generation of digital natives enters the world of business and brings with it new ways to assimilate, communicate and produce knowledge. These practices will be radically changed by the Internet and will force professionals to adopt new approaches to their internal applications (intranet, office tools, etc.) and their external applications (web interfaces, mobile phones, etc.) Web Application Development (see page 17) Source: US Interactive Marketing Forecast, 2009 to 2014, Forrester, 6 July 2009 The Internet in figures: meteoric growth The monitoring company Pingdom has compiled many sources of information and produced a comprehensive picture of the Internet at a global level. The figures that appear in this study demonstrate the strategic importance and the irresistible rise of the World Wide Web. Furthermore, these figures show that this revolution is driven by the users themselves. In fact, more than ever before, Internet users are eager to communicate, disseminate information and make purchases online. The ubiquitous web More generally, the World Wide Web has become an essential channel for all companies (see the box ‘The Internet in figures’). After all, is there any company, even a small one, that does not have its own website? Also, large companies often have to update their sites not only to keep in step with technological developments, but also to respond to the changing expectations of their clients. In the light of all these changes, companies constantly have to improve their natural links with search engines, implement new tools to publish multimedia content, introduce new functionalities connected with Web 2.0, etc. Against this background, we might consider the example of the ‘MySite’ platform that was created by Emakina for Truvo, the company that publishes Les Pages d’Or (the Golden Pages phone directory). This allows any SME or very small enterprise to be present on the Internet within a few clicks - further proof that the Internet creates new opportunities in all strata of the economy. E-mail 90 trillion number of e-mails sent in 2009. 247 billion number of e-mail messages sent each day in 2009. 1,4 billion number of e-mail users globally. 100 millions number of new e-mail users each year. Websites 234 millions number of existing sites at the end of 2009. 47 millions number of new sites created in 2009, i.e. 20% of the total. E-commerce 22% growth of e-commerce at European level in 2009. 144 billion European e-commerce turnover in 2009. 872 euros average annual shopping basket of European Internet users in 2009 (source: Kelkoo study – February 2010). Domain names 81,8 millions number of domain names registered (.com) at the end of 2009. 76,3 millions number of domain names registered with a national extension (.be,.fr,.nl) at the end of 2009. 187 millions total number of Web agency (see page 17) registered domain names worldwide (October 2009). In the field of applications Internet users 1.73 billion number of Internet users worldwide (September 2009). 18% rate of growth of this population compared to 2008. 738.257.230 number of users in Asia. 418.029.796 number of users in Europe. 252.908.000 number of users in North America. We are witnessing the strong emergence of the World Wide Web as the default interface. The Internet has become the place for banking and stock exchange transactions, dating, job searching, property searching and knowledge and document sharing. In fact, it is now the Internet that drives these activities. At Emakina, Annual report | 11 v istory Emakina was set up in 2001 following the merger of three agencies. In 2006, Emakina was listed on Alternext, the Euronext segment reserved for rapidly growing SMEs. The main objective of the decision to list the company on the financial markets was to extend the company’s reach at a European level. T his international development was accompanied by the deployment of centres of expertise offering specialised know-how. The latest development to date is the commercial agreement concluded in 2009 with Pixelpark, a leading European network of interactive agencies. This alliance has enabled Emakina to strengthen its leadership in Europe. Thanks to this strategic alliance of creativity, technology and business expertise, Leading fullEmakina service digital has become agency in the the leading full-service Benelux 12 | Annual report digital agency in the Benelux and one of the leading independent players in its sector at a European level. This tremendous growth has strengthened Emakina Group’s long-term ambition to become one of the top 5 European interactive agencies by the year 2012. vision y In today’s very buoyant economy, Emakina is proud to be described as a “Digital Native Agency” W hile other agencies were slow to embrace new media, Emakina was quick on the uptake and became part of the digital movement, adapting itself to the many changes wrought by this economic, social and cultural groundswell. But digital applications are no longer confined to computers. They are part and parcel of everyday life, and they are ubiquitous: MP3 players, video games, mobile phones, pc tablets, digital signage, etc. Emakina came into Become one of the existence with the top 5 European emergence of the interactive agencies Internet, and along with its partners it by the year 2012 has taken on board these new technologies, new habits and new rules of the game that are radically changing the lives of consumers and businesses. More specifically, Emakina has adopted a parameter that reflects the very essence of digital media: measurability. While traditional media merely carry out what are in many cases approximate estimates of their real impact, new media can measure in real time the behaviour of Internet users and gauge many different indicators: number of hits, loyalty, purchases, satisfaction, etc. With its team of experts and its technological know-how, Emakina is truly an active player in this revolution in the history of marketing and communication. Annual report | 13 Highlights of the year Design is Dead honoured at the American WebAwards At the WebAwards in the US, which every year recognise the achievements of the best interactive ideas from around the world, the Antwerp-based agency Design is Dead received the ‘Outstanding Website’ award for its site ‘deFilharmonie voor Kids’. ‘deFilharmonie voor Kids’ (http://kid.defilharmonie.be) was set up to advertise to younger Internet users the children’s programme of the Royal Flemish Philharmonic (deFilharmonie). The site offers children an exciting interactive experience of classical music that is radically different from the boring image often associated with this particular genre. Thanks to this site, youngsters can get to know the different members of the orchestra, with each musician featured on a video presenting the characteristics of his or her instrument. 14 | Annual report GroupeReflect launches the attention barometer In partnership with TrendyBuzz, this year, groupeReflect launched the Attention Marketing Barometer. This instrument is based on the concept of Attention Marketing, which measures the performance of brands on the basis of how much attention they get from consumers. To illustrate the importance of consumer attention for brands, every month this initiative lists the top 50 brands on the market in terms of the attention they generate among French consumers. Using this new measurement tool, groupeReflect wants to demonstrate that the emergence of new media is also changing consumer behaviour. More than ever before, consumers can obtain information, produce content and give their opinion on the products and services they use. Consequently, their attention is increasingly divided between many communication channels, which means that the profitability of investments on advertising must be measured in other ways. The Attention Barometer is the first step in this direction. Suntzu becomes Emakina.NL 2009 was the year in which Suntzu was transformed into Emakina.NL. This increased integration within the Emakina network was also an opportunity to expand the range of services offered by this agency, which is now positioned as a specialist in Customer Intelligence & Activation. This concept embraces the creation and enhancement of strong and long lasting links between brands and target groups. With its large team of content editors and community managers, Emakina. NL seeks to achieve this objective and to optimise its clients’ return on their investment. Emakina.BE is a winner at the Usability Awards Emakina.BE and Brussels Airlines were awarded first prize for BrusselsAirlines.com at the first Usability Awards, an initiative that seeks to identify Belgium’s most user-friendly websites. This award recognises the teamwork that Emakina.BE and Brussels Airlines have undertaken since 2003 to make this e-commerce site more efficient and appealing. Emakina.BE is proud to say that Brussels Airlines makes over 40% of its total sales through the Internet. Commercial agreement between Emakina Group and Pixelpark Emakina wins a major framework contract with the European Commission Emakina was awarded a new framework contract with the European Commission worth 15 million euros. In partnership with Eyecone (Belgium) and VCA (Belgium), this framework contract was signed with the Directorate-General for Health and Consumer Protection for the supply of services in the field of audiovisual applications and media training: strategy, media relations, reports, audiovisual campaigns, documentaries, TV advertising, animated films, impact assessment, etc. This project strengthens Emakina’s position as a major provider of services to the European institutions and extends its already proven experience in the fields of digital communication and multimedia services. In December 2009, a commercial agreement was signed between Emakina Group and Pixelpark, which since 1991 has been doing pioneering work in the Internet sector in Germany. Pixelpark AG, which is based in Berlin, is a grouping of several agencies based not only in Germany (Hamburg, Berlin, Cologne, Munich and Bielefeld), but also in Switzerland (Zurich) and Spain (Barcelona). It is now the biggest network of independent interactive agencies in Germany. Its client portfolio includes some of the big names on the German market: Adidas, Allianz, Boehringer Ingelheim, Coca-Cola, Lufthansa, etc. Pixelpark has been listed on the new Frankfurt Stock Exchange since the 4th October 1999 and on the main market since 1st March 2003 (ISIN: DE0005143507). This alliance allows Emakina to meet the needs of clients who want to deploy campaigns in several major European countries. The Reference picks up an award for the Bekaert site In October 2009 Bekaert received the annual award for the Best Financial Information from the Belgian Association of Financial Analysts. It was the 49th time that the association rewarded the Belgian listed companies that stand out in terms of communication policy, transparency and investor relations. Furthermore Bekaert was also granted the award of the best Financial Report. The annual report is now an “online and interactive report” that came out on top. The in-depth description of the business and the clear-cut strategic information on what the group tries to achieve was highly appreciated. The www.bekaert.com site was also elected International Sitecore ‘Site of the Year’ Finalist and the Winner in the category ‘Manufacturing’ and was selected from more than 1 500 users, being recognized for the use of Sitecore technology in developing effective and advanced online strategies. The Reference strengthens its ties with the KBC KBC is The Reference’s oldest customer and also in 2009 - after more than a decade of close collaboration - they reconfirmed their faith in The Reference as their web partner. Not only did we support them in elaborating their internet strategy, we also translated it into tangible and measurable e-tactics. Our approach and advice was much appreciated by the customer and, moreover, it also proved to be very effective: launching a new site, for both private individuals as well as the business, resulted in far better customer acquisition and conversion. KBC is a perfect example of a customer who truly understands and practises our credo: it’s not a website, it’s your business. Annual report | 15 Positioning Building Brand Experiences N ew media have become a strategic channel for all companies that want to be successful in today’s interconnected world. At the same time, the globalisation of trade stimulates competition with international players and radically changes the way people communicate, obtain information, do business and approach consumers. In this rapidly changing world where the pace of change is accelerating with every passing day, Emakina is a European network of interactive agencies that help their clients integrate new information and communication technologies into all their activities. More particularly, Emakina defines itself as a Full Service Digital Agency. The digital revolution that we are currently experiencing is causing an explosion in communication channels : websites, blogs, e-mail, RSS flows, social networks, search engines, 16 | Annual report video platforms, etc. It is a revolution that has also resulted in the emergence of a new digital eco-system made up of multiple platforms such as the Internet, mobile phones, digital music players, video game consoles, interactive television, etc., and there is much more to come. Faced with this increasing complexity of the media world, companies need a strong and reliable partner who can articulate the message and values of their brands in a comprehensive and coherent manner. As a player with wide experience of new media, Emakina can orchestrate the different contact points with consu-mers to build relevant and innovative brand experience that capture consumers’ attention and encourage them to interact with your brand, product or service. We recognise that digital channels are often seen as a special environment that is rather opaque and confined to an experienced elite. At Emakina, our teams are passionate about this new world. We are also keenly interested in the challenges facing the clients who depend on us. Emakina has therefore developed a large team of specialists who can handle all your needs, whatever your objective, the type of project or the nature of the mission. The result is an impressive concentration of talented men and women in the same agency, which of cours makes life easier for our clients. At Emakina, we ensure that our clients have one single contact person to guide them through the world of new media, and help them make the right choices so that they can focus on their strategic objectives. In order to implement this integrated approach, Emakina draws on its three core businesses and its ten centres of excellence. Our three core businesses Website construction Interactive communication Web application development Above all, the Web is a new medium, and the cornerstone of the Internet is the website. Emakina can build your public website, your intranet (internal network for your employees) or your extranet (which is reserved for your clients, partners, subcontractors, distribution networks or agents). The Internet is also a tremendous communication tool that has won acclaim in the face of competition from traditional offline media. Thanks to Emakina’s design studio and its creative hot shop Emakina/aprilFirst, Emakina creates websites, word-of-mouth campaigns, community platforms, games/competitions and electronic newsletters that allow your brand, product or service to capture consumers’ attention. In addition, the Emakina/ Mobile team can export your site or campaign to any terminal: iPod, mobile phone, PDA, etc. Furthermore, Emakina’s range of services has recently been supplemented by the addition of Emakina/Media, which specialises in media strategy and media buying (see the next chapter). Emakina has also created Emakina/Direct (for e-mail marketing) and Emakina/Social (for social media). Finally, Emakina/ Perform focuses on search engine marketing and on ways to measure return on investment. The web is also a software interface that increases the possibilities for interaction between clients and companies. These transactions can take various forms on the Internet: transferring payments, ordering a catalogue, booking a hotel room, etc. The basic objectives can also be many and varied: to provide consumers with information, to cut costs, to increase the volume of sales, etc. In addition to designing your website and advising you on usability, Emakina has the technological experience to implement your Content Management System (or CMS), which allows you to manage the website’s content in line with your company’s IT infrastructure. If necessary, Emakina can also manage the hosting and maintenance of your site, providing you with an overall solution that meets all your needs. Emakina implements this type of project from start to finish, from design through production to maintenance. And these developments often provide a good opportunity to review a company’s internal processes. In addition, companies face the challenge of integrating these developments with their existing heterogeneous systems, and sometimes they have to strike the right balance between online and offline processes. Annual report | 17 In order to implement its range of services efficiently, Emakina has set up a network of ten centres of expertise. These centres are manned by teams of men and women who are specialists in their chosen field of expertise, and they focus on a specific area connected with new media, allowing you to maximise the return on investment of your online presence. However, the centres are more than mere working groups. In fact, they are autonomous entities that can be called upon by any of the Group’s agencies in response to needs expressed by clients. centers of expertise 18 | Annual report Emakina/Think keeps up with the very latest trends, innovations and best practices in the market and can therefore provide its clients with advice on how to succeed in the digital age. To this end, we immerse ourselves in your organisation to ensure that you are successful and reach your corporate goals. Skills Emakina/Think Nowadays, all companies face many different challenges and have to choose between the different channels that are available and a myriad of possible opportunities. Emakina/Think is Emakina’s strategic digital consulting division. It offers clients a holistic approach to brand marketing and communication to enable them to put together a strategic vision of their digital presence in the short and long term. Emakina/Think is spearheaded by a multidisciplinary team that offers 4 types of advice: • Strategy advice in shaping business models, defining the key objectives and the challenges of a given project • Strategic planning, which models the digital positioning of the brand, all the different tactics to be used and the use of media campaigns • Interactive design focuses on the consumer’s experience by delivering interfaces that produce results both from the standpoint of users and in terms of business objectives • Content strategy defines the fundamental brand message, helps them convey their positioning and fosters long-term dialogue with consumers. - Information architecture and user-friendliness - Brand building - Competitive benchmarking - Technological monitoring and trend watching Partners - Attentio - Keystone - InSites Emakina/ aprilFIRST Mission: to devise the best creative concepts in order to make your campaign a success and boost your brand’s reputation. Emakina/aprilFirst is a brainstorming laboratory with a team of experts who think ‘outside the box’ and can make the most of every possible channel (search engines, display advertising, social media, viral marketing, etc.), the ultimate aim being to use the interactivity of new media to enhance your communication campaign and create extraordinary brand experiences. Emakina/aprilFirst’s expertise includes: strategic planning, brainstorming, copywriting, branding campaigns, buzz and viral marketing, initiatives involving social media, etc. In 2008, Emakina/aprilFirst was the proud recipient of a Webby Award (the highest award in the Internet world) for its ING Lion Account campaign. Skills - Creative Hot Shop (‘Idea Generation’) - Strategic planning - Engagement planning - Integrated branding campaigns - Viral marketing Emakina/ Operations The Internet is all about bits and bytes. Behind every website is a server that maintains your presence on the network. Emakina/Operations is a centre of expertise that offers top-grade hosting services for websites, applications and databases. Our aim is to provide you with an optimum infrastructure, whatever the technical performance level or the hardware required for the project. You can rest assured that your project will have optimum accessibility round the clock, without the kind of technical failures that lead to losses of traffic or turnover (server failures, database corruption, etc.). Emakina/Operations works with two data centres based in Brussels and Amsterdam. Skills - Streaming solutions - High-availability solutions - Shared hosting - Dedicated hosting - Premium services (complete management of the environment) Annual report | 19 Emakina/Media Emakina/Media was the first media agency in the Belgian market exclusively dedicated to digital media (strategy, planning and space buying). Emakina/Media was set up to enable advertisers to integrate a media strategy right from the design phase of their campaigns in symbiosis with all the other aspects that determine the success of the campaign (construction of the site, measurement of the return on investment, etc.). This innovative positioning in the Belgian market aims to offer more effective strategies in the interactive domain, without slavishly following the lead of traditional media. Emakina/Media’s units operate in four countries: Belgium, France, the Netherlands and Luxembourg. While specialising mainly in new media, Emakina/Media also delivers services in traditional media: digital television, radio, cinema, press and ‘out of home’. This extension of the operational field is based on a partnership with the media agency Robert&Marien. and optimise your return on investment in new media: management of key word campaigns, installation of audience measurement tools, creation of personalised reports, optimisation of websites to get the best results in search engines, etc. Thanks to this combination of skills, Emakina/Perform helps you monitor the complete cycle of your consumers, from the first visit to your site through purchasing to newsletter subscription. Sharing its expertise with its clients in an open and transparent way (no black box), the mission of the Emakina/Perform team is to transmit its knowledge to clients and enhance their business practices. Several national and international clients including KBC, Truvo, Bekaert and Thomas Cook have already set up partnerships with Emakina/Perform. - Media strategy - Media planning and ROI measurement - Analysis and benchmarking Emakina/Perform The Emakina/Perform unit, which was set up jointly by Emakina and The Reference, specialises in search engine marketing and audience measurement (web analytics). This centre of expertise proposes the services of ten certified experts including developers, business analysts, experts in business intelligence and consultants in interactive marketing. Emakina/Perform provides a wide range of services that enable you to evaluate 20 | Annual report Skills - E-mail marketing - Campaign optimisation - Content production - Design and integration - Data Warehousing Partners Skills Skills With over 250 campaigns under its belt, Emakina/Direct works with major companies including Aeromexico, Benecol, Ecover, Electrabel GDF Suez, EUROCONTROL, Euronext, Flammarion, Solvay and Yunomi (Unilever). - Audience measurement (web analytics) - Search engine marketing - Measurement of the return on investment Emakina/Direct E-mail has become the customer loyalty tool par excellence. Emakina/Direct, the unit dedicated to interactive direct marketing, can help you establish permanent dialogue with your consumers. The team advises you at every stage of your campaign: choice of platform, data warehousing, copywriting, graphic design, interaction with other tools (CMS, CRM, etc.) and analysis of results, in order to continually optimise your relationship with the consumer throughout their life cycle. - Optizen Messagent - Addemar - Actionalytics Emakina/Live ! “We make it happen!” Emakina/Live! is a unit specially dedicated to events and the creation of links between new media and the real world. In a world where consumer attention is getting increasingly difficult to capture, Emakina/Live! creates an event for your brand, product or service, whatever the creative challenge: seminars, concerts, happenings in public places, etc. Imagination is the only limit. Skills - Event design - Graphic production Emakina/Mobile With the advent of 3G networks and the market launch of new handsets like the iPhone, the Web has invaded the mobile environment and opened up almost limitless possibilities for dialogue with consumers, anytime, anywhere. Emakina/Social Every day dozens of viral campaigns are launched around the world. However, few, if any, of these campaigns really make their presence felt in social media (blogs, forums, social networks, etc.) or have any effect on the new opinion leaders who hold sway on these sites. Emakina/Social is a centre of expertise that uses its pan-European network of influencers to activate the word-of-mouth effect, optimise your reputation in social media and ensure that your campaign is the latest buzz that everyone is talking about on the Net. Pfizer, Electronic Arts and Audi have already called on the services of Emakina/Social for their buzz marketing and public relations campaigns. Emakina/Mobile guides companies through this new always-on environment and helps them achieve their potential. This may involve making the site compatible with a range of devices, producing relevant continuous multimedia or designing an advertising campaign that uses the specific characteristics of the chosen medium. Emakina/Mobile also has the technological resources to develop custom applications for the iPhone or any other existing app store. In partnership with Siruna, Emakina/ Mobile has already worked on important projects for Bekaert, Mobistar, Truvo (Golden Pages), the VRT (Flemish public radio/television) and the cable operator Telenet. In 2009, Emakina/Mobile created iPhone applications for Ola and Panasonic in cooperation with groupeReflect. You can now put your client’s favourite brand in the palm of their hand. Are you ready for it? Emakina/Motion Video is a medium that has literally exploded on the Internet in recent years. The Web has become an emotional experience that easily rivals television, which is itself being contaminated by the new visual and scenic applications offered by new media. In addition, video platforms like YouTube and Dailymotion are among the most visited sites on the planet. This forces brands to rethink their Internet strategy and to get in on the act. Emakina/Motion specialises in audiovisual production and can manage all the aspects of video creation, from casting to the final cut, whatever the intended media channel: website, interactive marketing campaign, interactive kiosk, display, podcasting, etc. Many clients are already working with Emakina/Motion to boost their internal and external communications: Panasonic, PIAS, Delhaize, Swift, the European institutions, etc. Skills Skills Skills - Social Media Marketing (campaign design) - Social Media Seeding (dissemination of the campaign through a panEuropean network of influencers) - Social Media Optimisation (optimisation of websites for social media) - Social Media Monitoring - Mobile advertising - Mobile sites - Content for mobile phones - iPhone applications - SMS applications - Audiovisual production: casting, location scouting, shooting - Post-production: editing, motion design, etc. - Advertainment: movies, podcasting, webisodes, WebTV, etc. Annual report | 21 the Emakina Group Emakina is a European network of interactive agencies based in three countries: Belgium, the Netherlands and France. This section gives a potted history of each agency and explains their current role within the Emakina Group. 22 | Annuel report EMAKINA.BE Brussels Emakina.BE was set up in 2001 as a full-service digital agency offering three basic types of services: website development, interactive communication and e-commerce. The agency has received numerous international distinctions. Thanks to our unique combination of business approach, technological know-how and creative inspiration, we can manage your company’s new media strategy from start to finish. Emakina.BE works with many large companies including Baxter, Belgacom, Brussels Airlines, Crédit Agricole, Dexia, D’Ieteren, Electrabel, Fortis BNP Paribas, ING GSK, Pfizer and Truvo. Left page (left to right) : Karim Chouikri, Acquisitions and Integration Director, Emakina Group John Deprez, Chief Technical Officer, Emakina Group Right page (left to right) : Brice Le Blévennec, Chief Visionary Officer, Emakina Group & Managing Director, Emakina.BE Denis Steisel, Chief Executive Officer Director, Emakina Group & Managing Director, Emakina.BE Annual report | 23 EMAKINA.EU Brussels Emakina.BE was set up in 2001 as a full-service digital agency offering three basic types of services: website development, interactive communication and e-commerce. The agency has received numerous international distinctions. Thanks to our unique combination of business approach, technological know-how and creative inspiration, we can manage your company’s new media strategy from start to finish. Emakina.BE works with many large companies including Baxter, Belgacom, Brussels Airlines, Crédit Agricole, Dexia, D’Ieteren, Electrabel, Fortis BNP Paribas, ING GSK, Pfizer and Truvo. François Lefebvre, Managing Director, Emakina.EU 24 | Annual report DESIGN IS DEAD Antwerp The Antwerp-based agency Design is Dead, which was set up in 1998, uses a combination of graphic design, creativity and technological know-how to offer its clients truly extraordinary brand experiences. This team has won the trust of clients like Panasonic Batteries, Ecover and Live Nation (Clear Channel). Design is Dead also works for many big names on the Belgian cultural scene. Top to bottom : Jan Everaerts, Managing Director, Design is Dead Hendrik Everaerts, Managing Director, Design is Dead Annual report | 25 THE REFERENCE Ghent The Reference, which was set up in 1993, was the very first Belgian web agency. The Reference now employs a varied team of multidisciplinary experts who work mainly for large companies. The agency’s philosophy can be summed up in the adage: “It’s not a website, it’s your business”. In other words, a website is no longer a static and isolated project that ends when it gets on line. It is part and parcel of the company’s business strategy. Designing and deploying a company website therefore has important consequences for all the departments and the entire value chain. Of course, The Reference fully understands the importance of the notion of return on investment, and the team constantly seeks to raise the bar on quality by monitoring the site to determine ROI through performance indicators (KPI), audience measurement (web analytics), the rate of change from visitor to client, etc. The Reference’s clients include Attentia, Bekaert, Betafence, Brussels Airport, Capsugel, Cera, Cofinimmo Fanuc Robotics, Fidea, Fluxys, Intersoc, KBC/CBC, KMSKA, Luminus, Santander, SD Worx, Telenet, Thomas Cook, Truvo, VRT and many other companies. Anja Cappelle, Managing Director, The Reference 26 | Annual report EMAKINA.NL Rotterdam Emakina.NL (formerly Suntzu) joined the Emakina Group in April 2007. Digital strategies, interactive marketing and online communities are the three pillars that this agency has developed along with proven expertise in Customer Intelligence & Activation. This concept includes the creation, enhancement and management of a strong link between a brand and a given target group. Emakina.NL has a large and highly motivated team of copywriters and community managers who help you achieve this objective and optimise your ROI. In recent years, Emakina.NL has won several prestigious awards including a Gold at the EMMA Awards for the Life & Cooking platform. The agency has also delivered innovative projects for KLM and the successful Yunomi platform for Unilever Benelux in 2009. Top to bottom : Paul de Gooijer, Managing Director, Emakina.NL Raymon de Kruijff, Service Client Director, Emakina.NL Annual report | 27 groupeREFLECT Paris and Limoges GroupeReflect, which is based in Paris and Limoges, joined the Emakina network in May 2007, ten years after its creation. It is a full-service interactive agency that specialises mainly in Attention Marketing. The World Wide Web has become a place where brands acquire value thanks to user attention. Consequently, this same attention potential is the first criterion for the evaluation of brand performance and must be fully integrated into product and service marketing cycles. GroupeReflect works with several large French and international companies including Cisco, Danone, Dassault Systems, Legrand, Liberation, Orange and Panasonic. Manuel Diaz, Managing Director, groupeReflect 28 | Annual report s s i K a u q A Mentos s y r K i m o Yun e s a e l r e t n t I r Bekae e n g a t e r B Haute S E S CA h is m le F e h T / t Bibne Government ING ic n o s a n a P Swift é f a c s e N r e v Unile Annual report | 29 CASES NESCAFÉ BRAND SITE Challenge As the world’s leading brand of coffee, Nescafé prides itself on offering a high-quality product in all circumstances and consistently giving consumers the taste they prefer. Nescafé wanted to translate these core values to the Internet by building a solid users relationship. In addition, they wanted to convert their site into a platform for centralised communication to increase the lifespan and impact of their advertising campaigns. Implementation The new Nescafé site had to be something special, more than just a showcase. It offers visitors a truly unique experience in the world of the brand: coffee styles, product history, newsletter module, personalised cup creating contest, etc. This contest exploited all the viral potential of the Internet to promote the launch of the website by inviting visitors to use their imagination to create their own personal cup and ask their friends to vote. The prize was a real cup sporting the winner’s design. Results Through this site, Nescafé offers consumers a new experience and a fresh perspective on the brand, allowing them to (re) discover coffee, to learn more about it, to interact with the brand and to take part in the word-of-mouth effect of social networking. 30 | 30 Annual | Annual report report UNILEVER BRAND SITE Challenge In an increasingly fragmented media world, reaching the target group has become the key challenge for brands. Unilever wanted to launch a relational marketing program to increase consumer loyalty in the Benelux. Objective: To establish regular dialogue with members in order to make special offers and increase sales. Unilever aims to make its brands more accessible to consumers in an inspiring and stimulating environment. A major challenge was the multicultural nature of the project. Although there was only one specific target group (women between 30 and 49 years of age with families), the lifestyles and cultural references were not the same in the different target regions (the Netherlands, Flanders and Wallonia). Implementation Yunomi.be is a international platform made by women for women. This online community allows users to consult practical articles, share personal experiences and discover new recipes to save time or to be more efficient in combining their professional and family lives. Every day a member is put in the spotlight and gets an opportunity to share her experiences with the other visitors. For each type of interaction with the site, visitors receive Nomis (loyalty points) that can then be exchanged each quarter for gifts. Yunomi’s ultimate objective is to motivate this community of female consumers to offer each other help on a day-to-day basis, to help improve the organization of their family and professional life and to spread a positive atmosphere within Unilever’s vital values. It was a flagship project for 2009 for Emakina.BE and Emakina.NL whojoined forces to make Yunomi a genuinely innovative project in the FMCG. INTERLEASE B2B SITE Challenge Interlease is a multi-brand car purchasing group that allows dealers and repairers to buy and sell new and second-hand cars throughout Europe. The company wanted a complete overhaul of its website in order to boost sales and develop a better relationship with its partners. Implementation Emakina was commissioned to create the company’s new B2B portal (www.interlease.be) and to make it an effective sales tool that appeals to clients. Emakina set about creating a purchasing unit for new vehicles and a section for buying and selling second-hand vehicles. Thanks to these two platforms inspired by the principles of Web 2.0, professionals in the automotive sector can buy and sell cars directly without going through an intermediary. Results As a result of these numerous innovations, the number of vehicles sold via the Internet doubled from 5 to 10% in the space of a few months from the start of the year - a record in the company’s history! In addition, the number of visitors to the site per month rose from 11,000 to 15,000, an increase of 36% over the first five months of the year. Finally, the average time visitors spend on the site increased from one minute and thirty seconds to about five minutes. Some 4,000 professional car dealers have already registered on Interlease.be. Annual report | 31 CASES ING LION DEPOSIT CAMPAIGN Challenge MENTOS AQUA KISS BRAND SITE Challenge To coincide with the launch of their new product, Aqua Kiss Gum, Mentos wanted to create a new experience around its product using a more off-beat and up-to-date message. Implementation Design is Dead created a website that gives visitors a fresh new look at kissing and, in particular, the way Belgians kiss. MentosAquaKiss. be offers visitors the findings of an extensive survey on Belgian kissing habits. On the same website, you can take part in a test that allows you to assess your kissing behaviour and to compare your results with the findings of the national survey. MentosAquaKiss.be is an appealing and off-beat way of showing the added value of this product. This is certainly a good illustration of how new media can promote a brand and its world. 32 | Annual report La banque ING souhaitait lancer un nouveau compte en banque exclusivement en ligne. Emakina a reçu pour mission de réaliser une campagne virale mettant en lumière ses caractéristiques-clés : taux d’intérêt de 4%, uniquement sur Internet, aucun frais de gestion. Implementation For over ten years, the task of website creation was reserved for specialists: web designers, computer specialists, information architects, etc. But thanks to the new LiveSite technology, all you need to build a website is a computer and a webcam. Just film your website with a camera - and the programme does the rest! ING is the first major company that has chosen to work with LiveSite to promote its banking products with real actors. At first glance, this is a revolutionary concept, but it is totally fictitious. In fact, this is a rather wacky campaign that has all the ingredients to create a word-of-mouth effect around a product that the likes of Bill Gates and Steve Jobs would be glad to be associated with. Results In just four weeks, this campaign attracted more than 30,000 visitors, and over the following months it won numerous international awards for the creativity of the features devised by Emakina. KRYS INTERACTIVE AND RELATIONAL MARKETING CAMPAIGN PANASONIC THEDIGITALPLACE PLATFORM Challenge Challenge Krys, the chain of optical stores, wanted to boost traffic in its outlets by using the Internet to generate greater brand visibility among a specific target group of clients between 25 and 49 years of age looking for fast, efficient and high-quality services. The emphasis was on interactivity and the innovative nature of Krys products. Panasonic wanted to create a relational platform dedicated to the world of television and the use of digital applications in the family. The objective was to guide users through their multimedia experience based on an educational approach. The target group encompasses all families whose members (at different levels and of different ages) are keen on audiovisual entertainment, for example movies, photography, video games, etc. Implementation GroupeReflect totally redesigned the chain’s website by improving its graphics and making it more accessible, with the emphasis on modernity, user-friendliness and interactivity. The key features of this new version include an eyewear configurator and a price simulator. GroupeReflect also deployed a media campaign focusing on major portals and sites offering news on the French market (MSN, Liberation, etc.) Finally, a Facebook application was created to allow users to try eyewear online. They could then share the results with their friends, invite them to vote for their favourite style and make comments. Results - 50% increase in site traffic - 24% conversion rate Implementation To achieve this objective, groupeReflect created an interactive platform. The first appealing feature of this project was that it involved recruiting families who, after casting, received a whole range of equipment provided by Panasonic. Three of these ‘digital tribes’ were then filmed. The family showed their enthusiasm and demonstrated how they used the equipment in their everyday lives. The same platform also featured many video tutorials to show visitors how to use Panasonic equipment. In addition, a community called ‘thedigitalplace’ allowed members to share their discoveries and experiences within their personal social networks. This has expanded the brand outreach to a wider audience. Annual report | 33 CASES HAUTE BRETAGNE TOURISM PLATFORM Challenge The Internet has become a key strategic element for the travel industry. Haute-Bretagne (Upper Brittany) asked groupeReflect to create an effective tourism promotion tool that would bring together all the stakeholders in one single eco-system. The task was to identify and promote a peer-to-peer world for the brand and in this way promote the creation of new products. The ultimate aim was to offer one single Haute-Bretagne brand experience. Implementation To meet this challenge, groupeReflect developed an interactive platform that gave Haute-Bretagne a place of its own in the new digital world by creating a series of points of contact connected to the popular peer-to-peer world offered by sites like Facebook, Twitter, FlickR and TripAdvisor. In addition, a ‘community management’ team was set up to promote user participation and to encourage visitors to explore this region of France. Another important dimension in this regard is geo-caching, which is a kind of virtual treasure hunt that offers tourists a novel experience thanks to new media. This operation was fully implemented on a single website (tresorsdehautebretagne.fr). Results In 2009, the revenues made by the client through this platform doubled. In addition, it created a community of around 200 geo-cachers. The region has also received a lot of media attention and is a very fine example of the use of e-tourism. 34 | Annual report SWIFT COMMUNITY PLATFORM Challenge The Brussels-based company SWIFT is a worldwide network that offers applications to ensure safe financial transactions. There are hundreds of institutions who are both partners and users of its services. Swift therefore wanted to create a community for all its members and improve communication at all levels of the organisation. Implementation The ‘Swift Community’ is to date one of the biggest Enterprise 2.0 projects at a worldwide level. This platform allows Swift partners and employees to work together and to share information through many theme-based communities where they can take advantage of all the innovations offered by Web 2.0: blogs, document sharing, conversations, etc. Every month, Emakina adds new features to this interactive environment and in this way offers members more and more possibilities. Results More than 10,000 members are currently registered with the Swift Community and are active in hundreds of communities. BIBNET/ GOUVERNEMENT FLAMAND BIBLIOTHEEK.BE PORTAL Challenge The Bibliotheek.be project has been commissioned by Bibnet, a project organization of the Flemish government, to create an added-value for the library public in today’s digital world. Bibliotheek.be offers one-stop access to Flemish public libraries. The portal also offers access to a range of services intended for many different target groups: teachers, journalists, librarians, etc. BEKAERT COMPANY WEBSITE Challenge The Reference was commissioned to overhaul the website in line with the new objectives set by the sponsor: - to advertise local initiatives and to make them part of the social networks - to overhaul the search engine, the search criteria (type of document, author, etc.) and the features (RSS, bookmarks, personalised space, etc.) - to develop the information about what’s going on in libraries: calendar of events, RSS, integration of external content, etc. Bekaert is a worldwide leader in steel processing. This Belgiumbased company employs around 23,000 people worldwide and has clients in over 120 countries. The company wanted to have one single platform that would bring together the thirty sites of local subsidiaries and streamline its content management. Furthermore, Bekaert wanted to have more intensive interaction with visitors in order to get across its slogan “Better Together”. Finally, Bekaert wanted its website to generate more business leads. Implementation Implementation The new site designed by The Reference is a portal that really opens up the world of Flemish libraries and shows visitors their rich cultural offering. Special emphasis was placed on making the site user-friendly and on upgrading the search engines. In addition, a widget allows visitors to access information through their personalised homepage (iGoogle, Netvibes, etc.). The Reference designed and implemented Bekaert’s new site by installing Sitecore, an effective content management tool that is more in line with the company’s needs. Particular emphasis was placed on the search engine, the job search module and the flow of external information. The Reference also designed the company’s mobile site. Annual report | 35 CORPORATE GOVERNANCE MANAGEMENT CONTROL This section relates to the application, in 2009, of rules of good governance within the Emakina Group pursuant to the recommendations of the Belgian Code of Corporate Governance. It should be remembered that, given that the Emakina Group is listed on the Alternext market (unregulated market), it is not subject to this Code because it is not a listed company according to the Belgian Companies Code (Art. 4). In 2006, Emakina’s management therefore decided to voluntarily adopt a Corporate Governance Charter (last amended on 18 March 2008), which was largely based on the provisions of the Belgian Code of Corporate Governance with certain exceptions. 36 | Annual report Articles of Association and Shareholdership of the Emakina Group Emakina Group SA is a limited company under Belgian law with registered offices at 64A rue Middelbourg, 1170 Brussels, Belgium. Its Articles of Association can be consulted on Emakina’s website at www.emakina.com, under the section ‘Investors’. The Emakina Group’s shares have been listed on the Brussels Alternext market organised by Euronext since 14 July 2006. At 31 December 2009, the capital of Emakina Group SA amounted to EUR 8,395,670.14. It is made up of 3,496,708 shares corresponding to the total voting rights (or “denominator”) and is broken down as follows: Owner Shares % Two4Two S.A. 921,326 26,348 Mr P. Gatz 857,380 24,520 Mr D. Steisel 611,518 17,488 Mr B. Le Blévennec 609,718 17,437 Other 293,545 8,395 Commanditaire Vennootschap ACDC 117,320 3,355 Mediadreams SA 50,000 1,430 Antwerp CD Center BVBA 21,818 0,624 Mr J. Deprez 14,083 0,403 3,496.708 100 % total The significant investment held by Two4Two SA was the subject of a declaration of transparency in conformity with current legislation (Royal Decree of 14 December 2006 relating to the Alternext market). 15 July 2009 and resulted in the creation of 37,175 new shares. In accordance with the obligations with respect to transparency (Article 15 of the Act of 2 May 2007), the capital and the number of shares conferring voting rights were published on the 28 July 2009 following the last capital increase, which took place on the Moreover, following the 2007, 2008 and 2009 stock option plans offered to the staff, consultants and executives of the Company and its subsidiaries, a total of 165,630 warrants were issued under the following conditions: For information, the market capitalisation of Emakina Group SA amounted to EUR 33,218,726 at 31 December 2009. Nb de warrants Strike price Financial period Option plan 2007 55,130 12.52 May 2011 and May 2012 Option plan 2008 57,070 7.78 May 2012 and May 2013 Option plan 2009 53,430 8.31 May 2013 and May 2014 Annual report | 37 Structure of the Emakina Group Emakina Belgique SA At 31 December 2009, the Emakina Group was made up of nine legal entities, affiliated as shown in the diagram below: Emakina France SARL Shareholding 100% (2 shares via Emakina France) Shareholding 100% Emakina.EU SPRL Design is Dead BVBA Shareholding 70% Shareholding 76% Emakina.NL BV Shareholding 100% Emakina Group Reflect SA Shareholding 50% + 1 action The Reference NV Shareholding 100% (1 share via Emakina Belgique) Emakina Media SA Shareholding 30% All the subsidiaries are fully consolidated with recognition of minority interests except for Emakina Media SA, which is consolidated by the equity method following the decrease in the Emakina Group’s stake (see below). In 2009, the scope of the Group remained unchanged with the exception of the following shareholding percentages: - The percentage held by Emakina Group SA in Emakina.EU SPRL dropped from 100% to 70% on 1 Januar y 2009. - The percentage held by Emakina Group SA in 38 | Annual report Design Is Dead BVBA increased from 68% to 76% on 1 July 2009 in accordance with the share transfer agreement concluded with the former majority shareholder. - The percentage held by Emakina Group SA in Emakina Media SA dropped from 70% to 30% on 1 October 2009. Corporate Governance charter In 2006, the Board of Directors of Emakina Group SA decided to voluntarily adopt a Corporate Governance Charter that was largely based on the provisions of the Belgian Code of Corporate Governance. The Company thus adopted a charter adapted to the specifics of the Company and based on the ‘comply or explain’ system. The charter is available on the Company’s website (www.emakina.com, ‘Investors’ section), and can be obtained free of charge from the Company’s registered offices. This charter is regularly updated; the latest amendments were made by the Board of Directors on 18 March 2008. Board of Directors Activity report The Board of Directors met four times in 2009. It mainly discussed and dealt with the following items: - approval of the annual accounts & half-yearly financial report; - approval of the press releases; - approval of the budgets; - approval of a Stock Option Plan; - internal and external growth strategy; - monitoring the integration of the subsidiaries and the implementation of the Navision ERP system within the Group; - monitoring cash management aspects; - monitoring the impact of the financial and economic crisis on the Emakina Group; - monitoring the work of the Committees; - analysis of the Group’s performance over the financial period based on Key Performance Indicators; - director appointments and reappointments; - strategic partnerships; - presentation of Risk Management. Composition and attendance at meetings : - Chairman: Brice Le Blévennec 4/4 - Executive members: Denis Steisel 4/4, John Deprez 4/4, Karim Chouikri 4/4 - Non-executive members: François Gillet 4/4, Magnus Schiller 4/4, Gautier Bataille de Longprey 4/4, Marc Waha 0/1 (resigned in May 2009), Pierre Gatz (appointed at the Ordinary General Meeting of April 2009) 3/3, Pierre-Michel Cattoir (appointed by co-optation in May 2009) 3/3 Annual report | 39 The Board of Directors is made up of nine members who all, within the framework of their function as director, elect domicile at the registered offices of the Company. Directors Executive Non executive Independent Date of end of mandate Mr Denis Steisel General Meeting 2010 Mr Brice Le Blévennec General Meeting 2010 Mr Karim Choukri General Meeting 2013 Antwerp CD Center BVBA (représentée par John Deprez) General Meeting 2010 Mr Pierre Gatz General Meeting 2013 Mr Magnus Schiller General Meeting 2013 Mr Gautier Bataille de Longprey General Meeting 2013 Mr François Gillet General Meeting 2013 Mr Pierre-Michel Cattoir* General Meeting 2013 * Appointed by co-optation in May 2009 as a replacement for Marc Waha (to be approved at the 2010 Ordinary General Meeting) Brice Le Blévennec Denis Steisel Brice Le Blévennec was born in 1967. He has been a director of the Company since 2001. In 1991, Mr Le Blévennec founded Ex Machina, a company that operates in the fields of communication and new technologies. In 1998, after successfully implementing a number of projects, he set up the companies Ex Machina Interactive Architects (web agency), which merged with Emalaya in 2001, and Ex Machina Graphic Design (graphic design studio). In 1999, Mr Le Blévennec founded NetBusiness SA (now ContactOffice Group SA), which developed the website ContactOffice.com, and now operates in France, the Netherlands and the United States. In the space of ten years, Brice Le Blévennec created and managed several radio and television programs, including CyberCafe21 (Radio21), CyberCafe 2.0 (RTBF La Deux), NetBusinessNews (BFM), Single (PureFM) and Elle et Lui (PureFM). Mr Le Blévennec is an Internet specialist and is regularly invited to speak at seminars, congresses and conferences in Belgium and abroad. Over the last five years, he has been or still is director/manager of the following companies: Emakina Group*, Ex Nihilo Uno, Contact Office Group*, Ex Machina, Ex Machina Television*, Ex Tempore*, Ex Machina Interactive Architects, Demain Ou Après Demain, Ex Machina Graphic Design, Emakina Belgique*, Reflect*, Convergences*, Tunz.com and Emakina Media*. Denis Steisel was born in 1959. He has been a director of the Company since 2000. Mr Steisel graduated from the Université catholique de Louvain with a degree in economic science. He started his career as an SAP specialist, in particular working as a business unit manager at Econocom then as co-founder of Expert Finance Consulting, before concentrating on the Internet and e-commerce. In 1998, Mr Steisel founded Make it Happen, which changed its name in 1999 to Emalaya and is now called Emakina Belgique. Since 2001, he has held the post of CEO and is responsible for business development within the Emakina Group. Mr Denis Steisel is currently a director of the following companies: Emakina Group*, Emakina Belgique*, Design is Dead*, Emakina.NL*, Reflect* and The Reference*. 40 | Annual report John Deprez John Deprez was born in 1970 and has been on the Company’s Board of Directors since 2001 as permanent representative of a director, the company Antwerp CD Center. Mr Deprez is a trained industrial engineer and a business graduate. He joined Emakina in May 2001 as an executive manager. He is responsible for the *Mandate still in progress. François Gillet Benelux market and for more technical projects in the Group (CTO). As such, Mr Deprez closely monitors the activities and projects of the subsidiaries located in the Benelux. He has successfully implemented a number of important projects for key clients such as Fortis, SN Brussels Airlines, Delta Lloyd Life and Base, in which context he was responsible for project management, development and IT. Before joining Emakina, Mr Deprez worked at Alcatel and The Reference. Over the last five years, he has been or still is director/manager of the following companies: Emakina Group*, Antwerp CD Center*, nVidea*, ACDC Commanditaire Vennootschap*, Emakina Belgique*, Emakina.EU*, The Reference*, Emakina.NL*, Design is Dead* and Emakina Media*. François Gillet is an IAG commercial and management engineer graduate. After graduating in 1983, he joined Union Minière in 1984 as assistant to the finance director and was responsible for the financial aspects of acquisitions, strategic plans and special projects. In 1988, he joined the financial holding company Sofina, where he is currently a director and is involved in the management of the group. With this company, he is responsible for monitoring several investments in his capacity as director. These investments currently include Colruyt, Luxempart, Deceuninck NV and Codic International. Mr Gillet also supervises private equity activities in the Benelux, where he monitors funds such as Sofindev, Bencis and Waterland as a director or shareholder committee member. He is also a member of several audit committees and, in a personal capacity, he is an independent director of the company Emakina. In addition to his training at IAG, during which he took part in an international exchange program at the University of Western Ontario (Canada), he has completed the Cepac program (ULB) and the Advanced Management Program (Insead) and has followed fiscal training at the Saint Louis Business School. Karim Chouikri Karim Chouikri was born in 1970 and is a graduate in commercial engineering (Solvay Business School, 1994). He has been a director of the Company since March 2006. Mr Chouikri has participated, as a shareholder, director or consultant, in the development of various companies operating in the fields of new technologies, the Internet, media and marketing. Over the last five years, Mr Chouikri has been or still is director/manager of the following companies: Emakina Group*, Mediadreams*, NetHolding*, NetCapital and B.C.I.* Gautier Bataille de Longprey Gautier Bataille de Longprey was born in 1962. He is a civil engineer (mathematics applied to economics) and has vast professional experience in the banking sector, in particular in the field of operations on the financial markets. Over the last ten years, Mr Bataille de Longprey has held various posts as manager and director within Banque Degroof SA. He also exercises mandates in other companies. Magnus Schiller Magnus Schiller is 66 years old. He has a law degree from the University of Stockholm and an HND in Business Management from Hendon College of Technology and the City of London College. Mr Schiller began his professional career as a magistrate. He has served as judge at the Court of Appeal of Stockholm and as Secretary of the Supreme Court of the Kingdom of Sweden. Mr Schiller pursued his career in law as a tax lawyer and then moved into the field of risk capital. In this capacity, he has been involved in the development of various projects and companies. Mr Schiller has financed a number of companies operating in the fields of technology and life science. He is founder and director of Mediadreams SA.* *Mandate still in progress. Pierre Gatz Since July 2005, Pierre Gatz has been Chief Technology Officer (CTO) at Truvo, which publishes the “Golden Pages” and “White Pages” directories in Belgium, Ireland, Portugal, Romania, South Africa and Puerto Rico. Truvo is the leader in its market with income of EUR 374 million in 2008. In 2004 and 2005, Pierre Gatz worked as a technology consultant for various private equity firms in London and New York. Between 1986 and 2004, Pierre Gatz was director & partner of Dijk Electronic Publishing where he developed several innovative technologies, in particular search engines for CD-ROM and the Internet. Mr Gatz also developed business in Europe and the United States. He has been a director of the Company since April 2009. Pierre-Michel Cattoir Pierre-Michel Cattoir was born in 1963 and has been an independent director of the Company since May 2009. He graduated as a civil engineer in applied mathematics from the Université catholique de Louvain and completed an MBA at Cornell University in New York. He has extensive international experience in delivering technologyand media-related projects. From 1988 to 1996, Pierre occupied various merchant banking posts within Banque Bruxelles Lambert, for which he spent several years abroad (Paris and Sydney). He then joined McKinsey & Company in Brussels. For four years, he was involved in various projects in the Benelux as consultant and project manager, mainly in the field of technologies. Since December 2000, Pierre has been a partner in the Brussels office of the company Egon Zehnder International, which specialises in the evaluation and recruitment of company managers. Mr Cattoir is specialised in the technologies, communications & media and energy sectors. Annual report | 41 Board of Directors’ Committees General The Board of Directors of the Emakina Group is authorised to create specialised committees to support it in its work. The committees are advisory bodies only and all decision-making powers remain the collective responsibility of the Board of Directors. In 2006, the Board of Directors set up three specialised committees whose members were chosen internally: an Audit Committee, a Remuneration Committee and an Appointment Committee. At the Board of Directors’ meeting of the 18 March 2008, it was decided (as authorised by the Articles of Association) to merge the Remuneration Committee and the Appointment Committee. Audit Committee The Audit Committee’s statutory mission is to assist the Board of Directors in its responsibilities as regards the Company’s financial integrity and, in particular, to supervise financial reports, internal audits, external audits, internal control work and financial relations between the Company and its shareholders. The members of the Audit Committee have extended powers of investigation in exercising their support and supervisory role and, in particular, powers of investigation identical to those conferred on the statutory auditor by the law. During 2009, the Audit Committee met three times and carried out work mainly on the following items: - analysis of the annual and consolidated accounts and of the report of the statutory auditor; - analysis of the half-yearly accounts; - discussion of the audit results with the statutory auditor; - risk management & internal control aspects; - monitoring the formalisation of the internal procedures; - cash management monitoring and optimisation of working capital requirements; 42 | Annual report - monitoring the project to implement the integrated ERP system, Navision Dynamics, within the Group; - analysis of the potential risks linked to the financial crisis; - analysis of the profitability of certain projects; - Key Performance Indicators methodology; - monitoring the valuation of the shareholding in the subsidiaries. Composition and attendance at meetings: - Chairman: François Gillet 3/3 - Members: Gautier Bataille de Longprey 3/3, Magnus Schiller 3/3 Appointment and Remuneration Committee The Appointment and Remuneration Committee is set up within the Board of Directors and is entrusted with: - making recommendations concerning the appointment of directors; - ensuring that the appointment and re-election process is organised objectively and professionally; - issuing recommendations on the individual remuneration of the executive directors, including bonuses and long-term profit-sharing schemes (share options, etc.). The Appointment and Remuneration Committee is made up of three members who are all non-executive directors and the majority independent directors. During 2009, the Appointment and Remuneration Committee held two meetings at which the following items were discussed: - Stock Option Plan 2009 for the personnel and executives; - policy on the remuneration of executive directors. Composition and attendance at meetings: - Members: Gauthier Bataille 2/2, Magnus Schiller 2/2, John Deprez 2/2 Executive committee General The Board of Directors appointed a chairman who is assisted by the executive directors. Together they form the Executive Committee. The Executive Committee’s rules of procedure are defined by the Board of Directors. The Executive Committee is not a Management Committee according to Article 524 bis of the Belgian Companies Code. Chief Executive Officer (CEO) and Chairman At the first Board meeting following the floatation of the Company on the stock exchange in July 2006, the Board of Directors appointed Mr Denis Steisel as chairman. Mr Steisel may be dismissed by the Company’s Board of Directors. At the same meeting, the Board of Directors also appointed Mr Denis Steisel as CEO. He is ultimately responsible to the Board of Directors for the management of the Company and for implementing the decisions of the Board of Directors within the framework of the strategy, planning, values and budget approved by the Board of Directors. The chairman is entrusted by the Board of Directors with the day-to-day management of the Company. In the exercise of his duties, he directs and supervises Emakina’s various central departments and operating units and reports to the Board of Directors concerning their activities. Composition of the Executive Committee The Executive Committee is made up of four members: Mr Denis Steisel (Chief Executive Officer), Mr Brice Le Blévennec (Chief Visionary Officer), Antwerp CD Center BVBA represented by Mr John Deprez (Managing Director Benelux & Chief Technology Officer) and Mr Karim Chouikri (Director of Acquisitions and Integration). The Executive Committee is assisted in the financial aspects by Frédéric Desonnay (Chief Financial Officer). Remuneration Directors & of the executive Committee of the Non-Executive Directors The Board of Directors decided on an annual remuneration of EUR 67,000 for all the non-executive directors. The directors who are members of the Audit Committee also received EUR 1,000 for each Audit Committee meeting they attended. The directors who are members of the Remuneration Committee or of the Appointment Committee also received EUR 500 for each committee meeting they attended. Executive Directors (Executive Committee) The total remuneration paid by the Company to the members of the Executive Committee in 2009 amounted to EUR 851,961. With the exception of the sums due in accordance with the labour law, the Company is not required to pay any amount in the event that a member of the Executive Committee is dismissed. Under the Stock Option Plan of 2009, 17,180 warrants were subscribed for by the executive directors at a strike price of EUR 8.31. Annual report | 43 Shares held by Non-Executive Directors Shares Held by Non-Executive Directors The table below gives an overview of the shares held directly or indirectly by the directors who are not members of the Executive Committee as at 31 December 2009: Non-executive directors Mr M. Schiller Shares held directly Number of shares Percentage of the share capital Number of shares Percentage of the share capital 5,285 0.151% 974,388/208,349** 27.866%/5.958% 0 0.000% 0 0 200 0.006% 0 0 3,506 0.100% 0 0 857,380 24.520% 0 0 Mr P.M. Cattoir* Mr F. Gillet* Mr G. Bataille* Mr P. Gatz Shares held indirectly/transitive * Independent directors ** The company Two4Two is a holding company of which Mediadreams is a 50% shareholder. Mediadreams is a holding company of which Mr Magnus Schiller is a 40.2% shareholder. Two4Two’s total stake in Emakina is 921,326 shares. Mediadreams’ direct stake in Emakina is 50,000 shares. Mr Schiller’s transitive stake in Emakina is 208,349, obtained by multiplying 921,326 by Mediadream’s stake in Two4Two and Mr Schiller’s stake in Mediadreams to which must be added 50,000 multiplied by Mr Schille’s stake in Mediadreams as well as 3,062 shares held through another company. 44 | Annual report Executive Committee Members Shares Held by Executive Committee Members Under the stock option plans of 2007/2008/2009, 68,729 warrants were subscribed to by the executive directors at a strike price of EUR 12.52/7.78/8.31 respectively. Executive directors The table below gives an overview of the Company shares held directly or indirectly by the executive directors as at 31 December 2009: Shares held directly Shares held indirectly/transitive Number of shares Percentage of the share capital Number of shares Percentage of the share capital Mr D. Steisel 611,518 17.488% 0 0 Mr B. Le Blévennec 609,718 17.437% 0 0 14,083 0.403% 139,138* 3.979% 0 0.000% 971,326/155,913** 27.778%/4.459% Mr J. Deprez (représentant permanent de Antwerp CD Center) Mr K. Chouikri * Through his stake in Antwerp CD Center BVBA and in Commanditaires Vennootschap ACDC. ** The company Two4Two is a holding company of which Mediadreams is a 50% shareholder. Mediadreams is a holding company of which Mr Chouikri Karim is a 29.9% shareholder. Two4Two’s total stake in Emakina is 921,326 shares. Mediadreams’ direct stake in Emakina is 50,000 shares. Mr Chouikri’s transitive stake in Emakina is 155,913, obtained by multiplying 921,326 by Mediadreams’ stake in Two4Two and Mr Chouikri’s stake in Mediadreams, to which must be added 50,000 multiplied by the Mr Chouikri’s stake in Mediadreams as well as 3,225 shares held through another company that holds shares in Two4two. Annual report | 45 Conflicts of Interest of the Directors and Executive Statutory Auditor Since 17 March 2006, the statutory auditor of the Company has been Ernst & Young Réviseurs d’Entreprises SCCRL, with registered offices at De Kleetlaan 2, 1831 Diegem and represented by Mr Eric Golenvaux, Partner. On 20 March 2006, Ernst & Young Réviseurs d’Entreprises SCCRL was also appointed statutory auditor of the Belgian subsidiary, Emakina Belgique, and its mandate was renewed in 2008 for three years. In 2007, Ernst & Young Réviseurs d’Entreprises SCCRL was appointed statutory auditor of the Belgian subsidiary B. On The Net (formerly known as Emakina.EU) of which the mandate was renewed in 2009 for three years. In 2008, Ernst & Young Réviseurs d’Entreprises SCCRL was appointed statutory auditor of the Belgian subsidiaries Design is Dead & The Reference. At the start of 2010, Ernst & Young Réviseurs d’Entreprises SCCRL was appointed statutory auditor of the Belgian subsidiary Emakina Media. Ernst & Young Réviseurs d’Entreprises SCCRL, represented by partner Mr Eric Golenvaux, is also responsible for the control and certification of the Company’s consolidated accounts. The three-year mandate (for the financial periods ending on 31 December 2008, 2009 and 2010) was renewed at the Ordinary General Meeting in 2008 at the recommendation of the Audit Committee. The fees for the control services provided to the Company and its subsidiaries amount to EUR 75,542 for the financial period 2009. During the fiscal year, the Company’s statutory auditor was entrusted with special assignments (essentially concerning the introduction of a Stock Option Plan, a capital increase and tax advice) for which the fees amounted to EUR 25,960. 46 | Annual report Committee Members and operations with Affiliated Companies The Board of Directors has not established a policy for transactions and other contractual relations between the Company, including affiliated companies, and the directors and executive managers, other than those covered by the legal provisions on conflicts of interest (Article 523 of the Belgian Companies Code). However, the directors undertake to ensure that these transactions between the Company and themselves are concluded under normal market conditions. The stock option plan proposed in March 2009 as part of the remuneration policy introduced by the Company for the personnel and directors was first submitted to be approved at the General Meeting of Shareholders at the proposal of the Board of Directors. During financial period 2009, ad hoc and sporadic contracts between (i) the Emakina Group and/or the affiliated companies and (ii) one or more executive directors were concluded. These contracts were insignificant since the total value of the services supplied by said executive directors in performing these contracts did not exceed 0.5% of the company’s consolidated turnover. These contracts were concluded according to market conditions. Relations with Affiliated Companies Since Emakina is listed on the Brussels Alternext market, it is not a listed company in the meaning of Article 4 of the Belgian Companies Code. Article 524 of the Belgian Companies Code, which provides for a special procedure concerning relations between the Company and any affiliated companies (other than its subsidiaries), therefore does not apply to Emakina. Nevertheless, management ensures that these operations and decisions are concluded under market conditions and according to guarantees that are normal for similar operations. Relations with Significant Shareholders Current commercial and business relations between the shareholders and their affiliated companies and between the Company and its subsidiaries include, inter alia, relations between the manager shareholders’ management companies and Emakina. The amounts invoiced by the manager shareholders to the Company and to its subsidiaries are included in the amounts given in point 9.7.2 for financial period 2009 and are determined by the Board of Directors at the recommendation of the Appointment and Remuneration Committee. Moreover, the Company and its subsidiaries occasionally work for companies that share an indirect shareholding with the Company. These services are not significant for Emakina. These contracts are concluded according to market conditions. Compliance with Legislation on Insider Dealing and Market Manipulation (Market Abuse) Emakina undertakes to comply with Directive 2003/6/EC on insider dealing and market manipulation (market abuse). During 2009, the directors were prohibited from engaging in any transactions in the Company’s shares during the period preceding the publication of its financial results (closed periods) and during any other period considered sensitive (blackout periods). Furthermore, the insiders’ list was kept up to date by the Board of Directors during 2009. Finally, at its meeting of 8 March 2007, the Board of Directors appointed Denis Steisel as compliance officer (as stipulated in our charter and by the Belgian Code of Corporate Governance), responsible for ensuring compliance with these rules (closed and blackout periods). Annual report | 47 Financial information This chapter presents the consolidated accounts of Emakina Group closed at 31 December 2009, with a comparison to 31 December 2008, and the annual statutory accounts of Emakina Group at 31 December 2009, with a comparison to 31 December 2008. The 2009 annual and consolidated accounts of Emakina Group, as submitted to the General Meeting of Shareholders on 22 April 2010, were approved at the Board of Directors’ meeting of 18 March 2010. Frédéric Desonnay, Chief Financial Officer, Emakina Group 48 | Annual report MANAGEMENT REPORT - Highlights of the Year and Developments in Emakina Group’s Business Slight sales growth despite difficult economic situation Sales continued to grow by 1%, which was less than expected due to the economic situation. Furthermore, in 2009, EBITDA (operating income/loss before amortisation) amounted to EUR 2,328,409 (or 7.3% of sales) compared with EUR 2,686,862 (or 8.5% of sales) in 2008. Despite this decline, it is important to mention that, on the other hand, the operating income before amortisation made a significant recovery in the second half of 2009, reaching 10.6% of total sales compared with 3.6% in the first half of 2009 and 9.7% in the second half of 2008. Several factors account for these annual results for 2009: • The economic crisis had an indirect effect on Emakina, especially in the first half of 2009, through some of our clients from the financial, automotive and air transport sectors. • In addition, the sales process was extended and required greater marketing efforts. • The legal index of wages at 1 January 2009 reduced the margins in Belgium. • In spite of this economic context, sales increased for the 5th consecutive year thanks to the synergies developed between the different subsidiaries of the Group aimed at attracting new international clients. Emakina Belgium and Emakina.NL jointly created Yunomi, a Benelux-wide women’s community for Unilever. Emakina Belgium, in partnership with Emakina.EU, an agency which was set up in 2008 and specialises in European and international institutions, won a framework contract in October 2009 with the European Commission (see below). In order to sustain its growth and bolster its margins, the management of Emakina Group undertook the following actions: • More dynamic management of resources and expertise to anticipate changes in demand more effectively. • The creation of new profitability analysis tools (in particu- lar through the definition of new key performance indicators) to improve the management of projects. • Emakina Group decided to build on the many opportunities created by the technological changes brought on by the current crisis. This is particularly the case in the media and advertising sector, which was hit particularly hard in 2009. Within this context, Emakina Group aims to be a major player by helping its clients benefit from these changes. • In 2009, Emakina Group continued to develop its centres of excellence (Emakina.EU, Emakina/Media, Emakina/ Mobile, Emakina/Motion, etc.) in order to provide an integrated range of services. SunTzu becomes Emakina.NL 2009 was the year when SunTzu became Emakina.NL. This increased integration within Emakina network also provided an opportunity to focus the services offered by this agency, which now specialises in Customer Intelligence & Activation. This concept includes the creation and enhancement of a strong link between a brand and a target group. Commercial agreement between Emakina Group and Pixelpark In December 2009, a commercial agreement was signed between Emakina Group and Pixelpark, which since 1991 has been doing pioneering work in the Internet sector in Germany. Pixelpark AG, which is based in Berlin, is a grouping of several agencies based not only in Germany (Hamburg, Berlin, Cologne, Munich and Bielefeld), but also in Switzerland (Zurich) and Spain (Barcelona). It is now the biggest network of independent interactive agencies in Germany. Its client portfolio includes some of the big names on the German market: Adidas, Allianz, Boehringer Ingelheim, Coca-Cola, Lufthansa, etc. Pixelpark has been listed on the new Frankfurt Stock Exchange since 4 October 1999. This alliance allows Emakina to meet the needs of clients who want to deploy campaigns in several major European countries. Emakina wins a major framework contract with the European Commission In October 2009, Emakina Belgium, in partnership with Emakina.EU, a new agency that specialises in European and international institutions, was awarded a framework contract with the European Commission (Directorate eneral for Health and Consumers) worth EUR 15 million in the field of audiovisual services and media training. This contract is for a period of 2 years that can be extended to 4 years. Annual report | 49 Entity startups created in 2008 exceed their business plans 2008 saw the creation of two new entities within Emakina Group: Emakina/Media (the first media agency on the Belgian market dedicated solely to digital and interactive media) and Emakina.EU (an agency that focuses on European and international institutions). These agencies became operational in the second half of 2008. In spite of the difficult economic context, these two new entities confirmed their start-up in 2009, and made a positive contribution to the consolidated EBITDA in the second half of the same year. The Emakina Group picks up awards • Emakina.BE is a winner at the Usability Awards Emakina.BE and Brussels Airlines were awarded first prize for BrusselsAirlines.com at the first Usability Awards, an initiative that seeks to identify Belgium’s most user-friendly websites. This award recognises the teamwork that Emakina.BE and Brussels Airlines have undertaken since 2003 to make this e-commerce site more efficient and appealing. • Design is Dead honoured at the American WebAwards At the WebAwards in the US, which every year recognise the achievements of the best interactive ideas from around the world, the Antwerp-based agency Design is Dead received the ‘Outstanding Website’ award for its site ‘de Filharmonie voor Kids’. • The Reference picks up an award for the Bekaert site In October, the company Bekaert was awarded the annual prize by the Belgian Association of Financial Analysts for the best financial information. Bekaert was in particular recognised for its communication policy, its transparency and the quality of its website. • Reflect launches the attention barometer In partnership with TrendyBuzz, this year groupeReflect launched the Attention Marketing Barometer. This instrument is based on the concept of Attention Marketing, which measures the performance of brands on the basis of how much attention they get from consumers. - Comments on the Consolidated Accounts of Emakina Group During financial year 2009, changes to Emakina Group’s scope of consolidation following investments undertaken by Emakina Group were as follows: • The stake of Emakina Group SA in Emakina.EU SPRL fell from 100% to 70% on 1 January 2009. • The stake of Emakina Group SA in Design Is Dead BVBA increased from 68% to 76% on 1 July 2009 under the terms of the share transfer agreement concluded with the former majority shareholder. • The stake of Emakina Group SA in Emakina Media SA fell from 70% to 30% on 1 October 2009. All the subsidiaries of Emakina Group are consolidated accord- 50 | Annual report ing to the full consolidation method and prepared in accordance with Belgian accounting standards, with the exception of Emakina Media, which has been consolidated according to the equity method since 1 July 2009. As Emakina Media is consolidated by the equity method, the consolidated income statement only includes the expenses and income of Emakina Media for the first half of 2009. The net income for the second half of 2009 is shown under the single line “share in the results of companies consolidated by the equity method”. Income Statement Sales rose by 1% in 2009 compared with 2008. At constant scope (assuming 12 months of income in 2009 for Emakina Media over 12 months rather than just over the first 6 months), sales increased from EUR 31,484,834 in 2008 to EUR 31,991,446 in 2009, which is just above 1.6%, because for commercial reasons the vast majority of Emakina Media’s income triangulates via Emakina Belgium. In spite of annual growth of 1% in consolidated sales in 2009 compared with 2008, the second half of 2009 was weaker than the second half of 2008, with a drop of 3%. The cost of sales and services was 95.2% of total sales in 2009 compared with 93.5% in 2008. More specifically, the amount of purchases and miscellaneous goods and services represented 47.4% of total sales in 2009 compared with 49.8% in 2008, mainly due to a reduction in the use of subcontractors for projects. Personnel expenses in relation to total sales increased in 2009 (45.1%) compared with 2008 (41.5%), mainly due to the automatic indexing of wages in Belgium. Amortisation of intangible/tangible assets increased from EUR 629,934 to EUR 741,054, mainly due to investments in IT equipment to bolster growth and to implement our new integrated management tool. EBITDA (operating income/loss before amortisation) amounted to EUR 2,328,409 in 2009 (or 7.3% of sales) compared with EUR 2,686,862 (or 8.5% of sales) in 2008. EBITDA at 30 June 2009 amounted to EUR 530,137 (or 3.6% of sales),implying an EBITDA of EUR 1,798,272 (or 10.6% of sales) in the second half of 2009 compared with EUR 1,709,556 (or 9.7% of sales) in the second half of 2008. In other words, there was a marked recovery in profitability in the second half of 2009 compared with the same period in 2008, but especially compared with the first half of 2009. At constant scope, EBITDA and consolidated operating income for 2009 were virtually identical to the above data, given Emakina Media’s break-even situation in the second half of 2009. Amortisation of goodwill posted under financial expenses, in accordance with Belgian accounting standards, rose from EUR 891,000 in 2008 to EUR 937,527 in 2009 following additional purchase considerations in respect of certain stakes based on their future results. Debt expenses were stable but fell from EUR 287,105 in 2008 to EUR 281,964 in 2009, while during these same periods financial income fell from EUR 22,449 to EUR 3,877 because of changes in cash investments. The extraordinary loss in 2009 of EUR 194,084 was mainly due to (i) a dispute between Emakina and one of its clients, for which a provision of EUR 88k was made and (ii) severance payments for certain members of staff amounting to EUR 118k. As a reminder, the extraordinary profit of EUR 45,918 realised in 2008 resulted mainly from reversals of provisions related to litigation with former employees of one of the Group’s subsidiaries that concluded favourably. Profit before tax fell from EUR 900,554 to EUR 31,632. The income net of deferred tax of EUR -457 in 2009 was due to (i) the capitalisation of additional deferred tax assets for The Reference for EUR 187k offset by (ii) the use of deferred tax assets of EUR 221K following the profit made by The Reference in 2009 and (iii) the inclusion of deferred tax liabilities of EUR 33K related to the acquisition costs of certain subsidiaries capitalised in the consolidated accounts and charged to the statutory accounts. Profit after tax fell from EUR 390,275 in 2008 to EUR 380,900 in 2009. This trend was due to the drop in operating income coupled with the exceptional loss and the fact that the deferred taxes had virtually no positive impact in 2009, unlike in 2008, partially offset by the fact that the income tax in 2009 was almost half that of 2008 Balance Sheet Formation expenses are essentially the costs connected with the company’s IPO in July 2006. The decrease of EUR 97,935 in 2009 was almost exclusively due to amortisation applied over a period of eight years. Contracts in progress increased by EUR 475,484 at the end of 2009 compared with the end of 2008. This increase must be considered in parallel with the increase in advance payments on orders (see below), which rose by EUR 511,808 between 31/12/2008 and 31/12/2009. In other words, the net situation as regards projects in progress remained stable between the end of 2008 and the end of 2009. Current assets were stable at 31 December 2009 (EUR 11.757.218) compared with 31 December 2008 (EUR 11.706.679). This reflects a decrease of 4% in trade receivables offset by an increase in other receivables related to the financing arising from the factoring of receivables and the capitalisation of recent deferred tax liabilities connected with our subsidiary The Reference in accordance with the accounting approach adopted in 2007 and 2008. Cash investments and disposable assets in financial year 2009 are presented in detail in the consolidated cash flow statement. The company’s consolidated net assets amounted to EUR 9,238,205 at 31 December 2009 compared with EUR 9,729,505 at 31 December 2008. This variation was due mainly to (i) the inclusion by the Group of the consolidated income in 2009 of EUR -625,870 in the reserves and (ii) the payment of the 2008 dividend of EUR 200,000 offset by the increase in capital on 15 July 2009 of EUR 89,258, which resulted in the creation of a share premium of EUR 245,317. Capital Share premium Reserves Total 8,395,670 EUR 511,890 EUR 330,645 EUR 9,238,205 EUR Intangible assets increased by EUR 63,695 because of Navision and Salesforce projects. The amount of goodwill, corresponding to the costs related to the acquisition of investments, including ancillary costs, fell from EUR 5,415,980 at the end of 2008 to EUR 4,823,921 at the end of 2009 because of the amortisation applied over a period of eight years coupled with potential additional purchase considerations and additional percentages in investments that were already controlled (for example Design Is Dead) or disposals of percentages (for example Emakina Media). Investments in tangible assets were virtually offset by amortisation, as this figure increased by only EUR 13,237 at the end of 2009 compared with the end of 2008. The increase in investments was due to acquisitions of shares amounting to EUR 128,466. Annual report | 51 The third party interests of EUR 406,833 correspond to the consolidated income carried forward which is held by the minority shareholders of Design Is Dead (24%), Reflect SA (49.98%) and Emakina.EU (30%). Provisions mainly include (i) the obligations connected with a former plan to reorganise one of the Group’s subsidiaries and (ii) a new provision of EUR 88k related to an ongoing dispute between Emakina and one of its clients. The deferred tax liabilities of EUR 170,037 at 31 December 2009 compared with EUR 203,576 at 31 December 2008 reflect the ancillary costs associated with the acquisitions capitalised in the consolidated financial statements through goodwill. Debts due in more than one year (and debts payable within one year) correspond mainly to loans obtained over three or four years for major IT investments undertaken in 2007 and 2008 (tangible and intangible assets), which explains the decrease of 41% observed at the end of 2009 compared with the end of 2008. Financial liabilities are debts relating to the financing of holiday pay, advance payments and end-of-year bonuses. Commercial debts and tax, wages and social security contributions increased in line with the business of the Group. As mentioned above, orders in progress increased by EUR 475,484 between 31/12/2008 and 31/12/2009. This increase must be considered in parallel with the increase in advance payments on orders (see above), which rose by EUR 511,808 between 31/12/2008 and 31/12/2009. In other words, the net situation as regards projects in progress remained stable between the end of 2008 and the end of 2009. The significant amount of other debts was due to the pre-financing arising from the factoring of trade receivables. - Comments on the (Statutory) Annual Accounts of Emakina Group The (statutory) annual accounts reflect only the accounting situation of the parent company after appropriation of the profits for 2009 and prepared in accordance with Belgian accounting standards. Income Statement The bulk of the income from the activities of Emakina Group in 2009 comes from (i) the rebilling of management fees and other expenses amounting to EUR 1,684,908, (ii) the payment of dividends by subsidiaries amounting to EUR 743,280 and (iii) the charging of interest on cash investments amounting to EUR 18,246. 52 | Annual report Most of the EUR 2,063,031 in operational costs of Emakina Group SA in 2009 corresponds to executive management fees (including non-executive directors) amounting to 45%, external fees connected with legal and contractual obligations (lawyers, auditors, notaries, etc.) amounting to 10%, personnel costs amounting to 11%, amortisation and write-downs amounting to 8%, purchases relating to internal projects (new website, etc.) amounting to 12% and other miscellaneous goods and services amounting to 14%. Amortisation, amounting to EUR 175,265,corresponds mainly to the costs associated with the IPO amortised over a period of eight years. The dividends received from subsidiaries in 2009 amounted to EUR 743,280. 2009 ended with a net profit of EUR 382,626. Some of this year’s profits will be partly carried forward and some will be distributed (see below: the 2009 profit appropriation proposed to the Annual General Meeting). Balance Sheet In terms of assets, the major differences in the figures on the balance sheet at 31 December 2009 compared with 31 December 2008 correspond to: • amortisation of EUR 109,596 on formation expenses connected with the IPO • the increase in stakes by EUR 470,540 due to changes in the consolidation scope and the additional purchase considerations and ancillary costs connected with the earn-out and other investments. Moreover, the relatively high level of trade receivables (EUR 1,789,913) and other receivables (EUR 860,112) at 31 December 2009 was due to significant positions towards affiliated companies. Overall, these positions fell by EUR 180,330 at the end of 2009 compared with the end of 2008. At 31 December 2009, the equity of the company after appropriation was EUR 9,719,320 compared with EUR 9,252,119 at the end of 2008. The difference in equity is due to (i) the capital increase on the 15 July 2009, which resulted in an increase (at par value) of EUR 89,257 and a share premium of EUR 245,317 and (ii) the profit appropriation for 2009 (see below). - Prospects for 2010 Subscribed capital Legal reserve Share premiums Income carried forward Total -8,395,670 EUR -84,092 EUR -511,890 EUR -727,668 EUR -9,719,320 EUR The amount of other debts was due not only to a current account towards a subsidiary which was significantly lower than at the end of 2008, but also to the dividend amount of EUR 250,000 to be distributed on the company’s income in 2009. Emakina Group had no long-term debts or financial debts at 31 December 2009. Important events that have occurred since the closing of the accounts and other events likely to have a significant influence on the business No important events likely to have a significant influence on the company’s business occurred after the closing of the accounts. Business Developments Against the backdrop of a tentative economic recovery, Emakina expects to see in 2010 a moderate increase in sales due to several key elements: the multi-year contracts mentioned above, the major commercial efforts undertaken in 2009, the customer loyalty program, etc. The margins should also improve thanks to the economic situation, which is becoming somewhat brighter, and the implementation of the various measures introduced in 2009. - Analysis of Risks In this period marked by a tentative economic recovery, the management of Emakina Group is aware that different internal and external risk factors can have a significant impact on the company’s performance. In the face of these major challenges, Emakina Group has decided to implement the following measures: • Increasing the rate of billing of operational resources. • Mobilising the sales force, in order to develop clients and maintain our existing clients. • Controlling overheads and production costs, which will involve continuing to seek to make economies of scale and to create synergies between different entities of the Group. • Regular monitoring of cash flow forecasts and the use of credit lines. • Efforts aimed at optimising the level of working capital requirements within the entities: accelerating the billing process, establishing factoring of receivables for the company’s largest subsidiary, namely Emakina Belgium SA, from the second quarter of 2009. • Updating credit lines tailored to the current size of the Group. It is important to remember that, given the Group’s low level of debt, the risk associated with credit access remains limited for our Group. - Conflicts of Interest Between the Directors and the Company The Board of Directors of Emakina Group has no knowledge of any decisions giving rise to the application of Articles 523 or 524 of the Belgian Companies Code. - Expertise and independence of the members of the audit committee (in accordance with article 96 of the Companies Code) In accordance with article 96 of the Belgian Companies Code (line 9), it is to be noted that Mr. François Gillet, president of the Audit Committee (holder of a Commercial Engineer’s degree from the IAG) is currently a director of the financial holding company Sofina and participated in the management of that Group. He is responsible for the follow up of several investments, where he is a director, including Colruyt, Luxempart, Exmar, Deceuninck NV, Codic International as well as private equity activities in the Benelux area. He is also a member and president of several audit committees. He does not hold any investments or other significant interest in the company. Moreover, Mr. Gautier Bataille de Longprey, member of the Audit Committe (holder of a Civil Engineer’s degree specialized in Mathematics applied to Economics), has wide professional experience in the banking sector as well as in operations on financial markets. He is currently Managing Director of Degroof Bank SA and he occupies various tenures in other companies. He does not hold any investments or other significant interest in the company. Annual report | 53 - Legal Information Concerning the Transposition of the OPA Directive Capital structure: At 31 December 2009, the capital of Emakina Group SA consisted of 3,496,708 shares broken down as follows: Owner Shares % Two4Two S.A. 921,326 26.348 Mr P. Gatz 857,380 24.52 Mr D. Steisel 611,518 17.488 Mr B. Le Blévennec 609,718 17.437 Others 293,545 8.395 Commanditaire Vennootschap ACDC : 117,320 3.355 Mediadreams SA 50,000 1.430 Antwerp CD Center BVBA 21,818 0.624 Mr J. Deprez 14,083 0.403 3,496,708 100 % total Furthermore, following the stock option plans offered in 2007, 2008 and 2009 to the staff, consultants and directors of the Company and its subsidiaries, a total of 165,630 warrants were issued. Mr Brice Le Blévennec, Mr Karim Chouikri and the company Antwerp CD Centre, unless there is cause for dismissal based on serious misconduct in the performance of the mandate. • For the rest, each Shareholder who holds at least 20% of the voting rights of the Company shall be entitled to propose a director for every 20% block of voting rights that he or she holds Each Shareholder undertakes to vote in favour of the director(s) proposed by another Shareholder, provided the latter is entitled to propose candidate directors based on the number of 20% blocks of company voting rights that he or she holds. As each share gives entitlement to one vote, the main Shareholders do not have different voting rights. - Capital Increase Under Authorised Capital (Art. 608, Belgian Companies Code) At its meeting of 14 July 2009 (with effect at 15 July 2009), the Board of Directors of Emakina Group SA (hereinafter referred to as “Emakina Group”) decided to carry out a capital increase through a contribution in kind under authorised capital in accordance with Article 17bis of the Articles of Association of Emakina Group and under the conditions specified below. In 2006, Emakina Group SA initiated a consolidation phase resulting, inter alia, in the acquisition on 27 March 2007 of all the shares of the company SunTzu BV, whereby the latter became a subsidiary of Emakina Group SA. Within the framework of this acquisition, the contract provided that, in addition to the acquisition price, the sellers of the shares of SunTzu BV would be entitled to additional purchase considerations (with Emakina Group SA being able to pay them in Emakina Group shares), the amount of which is based on the turnover of the company SunTzu BV for 2007, 2008 and 2009. Shareholders’ agreement: It must be pointed out that, as stated in our Corporate Governance Charter, which can be consulted on the company’s website (www.emakina.com), the “historical” shareholders of Emakina Group (Denis Steisel, Brice Le Blévennec, Karim Chouikri and Antwerp CD Centre BVBA represented by John Deprez) have signed a shareholders’ agreement, to which the Company is not party, which has been in application since the IPO in July 2006. The provisions of this agreement are as follows: • The Shareholders undertake to vote in favour of maintaining and renewing the mandates of the directors appointed at the Company’s Extraordinary General Meeting of 17 March 2006, namely Mr Denis Steisel, 54 | Annual report As a result of this structure, Emakina Group did not have to make excessive use of its financial resources for the acquisition of the shares of SunTzu BV. Secondly, the Sellers have been able to support the development of SunTzu BV. Therefore, the contribution in kind which resulted in the capital increase of the 15 July 2009 consisted in a contribution by the Sellers of a contractual debt arising from the Contract (additional purchase consideration for “2009” based on the 2008 turnover). The value of this contractual debt, determined by the parties according to the results of SunTzu BV, was equal to EUR 334,575 corresponding to the issuance of 37,175 shares. Emakina Group’s capital thus increased by EUR 89,257.96, from EUR 8,306,412.18 to EUR 8,395,670.14. The balance (EUR 245,317.04) is a premium which was posted under the corresponding heading of the balance sheet. The capital is now represented by 3,496,708 shares. - Discharge Granted to the Directors and the Auditor In conclusion, the contribution in kind and the capital increase were part of the acquisition policy pursued by Emakina Group and in the interest of Emakina Group, since these operations allowed the Group to maintain its financial resources with a view to undertaking other acquisition operations in future. The Board of Directors thanks the shareholders, employees, clients and partners for their constant and constructive support in the development of Emakina’s activities. It is proposed that the directors and the auditor be granted discharge. Brussels, 18 March 2010 - Research and Development Within the framework of its activities, Emakina has an ongoing programme of research into the development and implementation of technological solutions. The company directly covers the costs connected with investments in these fields. - Branches of the Company The company has no branches. Mr Denis Steisel Mr Karim Chouikri Mr Brice Le Blévennec Antwerp CD Center BVBA represented by John Deprez Mr François Gillet Mr Gautier Bataille Mr Magnus Schiller Mr Pierre-Michel Cattoir Mr Pierre Gatz - Proposed Appropriation of Profits We propose that the Annual General Meeting allocate the net statutory profits in 2009 of EUR 382,626 as follows: • Allocation to the legal reserve of EUR 19,131. • Distribution of a dividend for a total gross amount of EUR 250,000, i.e. a gross (net) value of EUR 0.07150 (EUR 0.06077) per share • Retained earnings of EUR 113,495. Annual report | 55 CONSOLIDATED ACCOUNTS AT 31 DECEMBER 2009 - Consolidation Scope As discussed above, in financial year 2009 Emakina Group’s scope of consolidation changed as follows as a result of the investments undertaken by Emakina Group: • The stake of Emakina Group SA in Emakina.EU SPRL fell from 100% to 70% on the 1 January 2009. • The stake of Emakina Group SA in Design Is Dead BVBA increased from 68% to 76% on the 1 July 2009 under the terms of the share transfer agreement concluded with the former majority shareholder. • The stake of Emakina Group SA in Emakina Media SA fell from 70% to 30% on the 1 October 2009. All the subsidiaries of Emakina Group are consolidated according to the full consolidation method, with the exception of Emakina Media SA, which is consolidated according to the equity method following the sale of 40% of the shares held by Emakina Group. The present consolidated accounts were prepared in accordance with Belgian accounting standards. Because Emakina Media is consolidated by the equity method, the consolidated income statement only includes the expenses and income of Emakina Media for the first half of 2009. The net income for the second half of 2009 is shown under the single line “share in the results of companies consolidated by the equity method”. - Consolidation Method All the subsidiaries of Emakina Group (see section above), with the exception of Emakina Media, are consolidated according to the full consolidation method. The full consolidation method is adopted when the subsidiary is controlled by the parent company provided: • either the parent company owns directly or indirectly more than 50% of the capital; • or the parent company has control over the management bodies of the company concerned. 56 | Annual report This method consists of an incorporation in the accounts of the parent company of each element of the assets and liabilities of the integrated subsidiaries as a replacement for the balance sheet value of these investments. Goodwill arises on this method and minority third parties are identified. Similarly, the expenses and income of these subsidiaries are combined with those of the parent company, and their results for the year are divided between the Group and the third parties. The internal operations of the Group affecting the assets and liabilities such as investments, debts and entitlements, and the results, such as interest, expenses and income, are eliminated in the overall consolidation. Emakina Media has been consolidated according to the equity method since 1 July 2009. Emakina Group now holds 30% of the shares and only exerts significant influence and not direct control. The equity method consists of a replacement of the book value of the investment by the share of equity that is held (including the profits for financial year 2009). - Consolidated Balance Sheet prepared in accordance with Belgian accounting standards (Belgian GAAP) after appropriation* ASSETS (EUR) Codes 31/12/2009 31/12/2008 FIXED ASSETS 20/28 6,942,276 7,423,437 I Formation expenses (notes VII) 20 504,836 602,771 II Intangible assets (not. VIII) 21 512,061 448,365 III Positive consolidation differences (not. XII) 9920 4,823,921 5,415,980 IV Tangible assets (not. IX) 22/27 899,269 886,031 B. Plant, machinery and equipment 23 152,963 153,026 C. Furniture and vehicles 24 297,985 269,525 D. Leasing and other similar rights 25 364,464 410,319 E. Other tangible assets 26 83,857 53,161 V Financial assets (notes I to IV and X) 28 202,189 70,290 B. Other enterprises 284/8 202,189 70,290 284 128,465 0 2. Amounts receivable 285/8 73,724 70,290 CURRENT ASSETS 29/58 15,809,082 15,042,223 3 2,164,032 1,688,548 37 2,164,032 1,688,548 40/41 11,757,218 11,706,679 1. Participating interests and shares VII Stocks and contracts in progress B. Contracts in progress VIII Amounts receivable within one year A. Trade debtors 40 10,025,743 10,473,505 B. Other amounts receivable 41 1,731,475 1,233,174 IX Investments 50/53 299,467 428,811 B. Other investments and deposits 51/53 299,467 428,811 X Cash at bank and in hand 54/58 1,353,283 934,829 XI Deferred charges and acccrued income 490/1 235,082 283,356 TOTAL ASSETS 20/58 22,751,358 22,465,660 * Article 124 of the royal decree of 30 january 2001 concerning the execution of the Code of Companies Annual report | 57 I LIABILITIES (EUR) Codes 31/12/2009 31/12/2008 CAPITAL AND RESERVES 10/15 9,238,205 9,729,505 10 8,395,670 8,306,412 100 8,395,670 8,306,412 11 511,890 0 9910 330,645 1,423,093 406,832 493,893 9913 406,832 493,893 16 316,731 233,710 Provisions for liabilities and charges 160/5 146,694 30,134 4. Other liabilities and charges 163/5 146,694 30,134 168 170,037 203,576 17/49 12,789,590 12,008,552 17 515,272 877,291 170/4 515,272 877,291 3. Leasing and other similar obligations 172 432,077 853,701 4. Credit institutions 173 74,635 0 5. Other loans 174 8,560 23,590 42/48 12,128,185 10,819,072 Capital A. Issued capital II Share premium account IV Consolidated reserves (not. XI) MINORITY INTERESTS VIII MINORITY INTERESTS PROVISIONS FOR LIABILITIES AND CHARGES IX A. IX B. Deferred tax and latent taxation liabilities (not. VI, B) CREDITORS X Amounts payable after one year (not. XIII) A. Financial debts XI Amounts payable within one year (not. XIII) A. Current portion of amounts payable after one year 42 1,227,194 1,252,670 B. Financial debts 43 1,016,521 297,724 430/8 426,074 297,724 439 590,447 0 Trade debts 44 2,893,421 3,890,918 1. Suppliers 440/4 2,893,421 3,890,918 1. Credit institutions 2. Other loans C. D. Advances received on contracts in progress 46 2,650,485 2,138,677 E. Amounts payable regarding taxes, remuneration and social security 45 2,832,624 3,147,276 1. Taxes 450/3 730,270 1,317,286 2. Remuneration and social security 454/9 2,102,354 1,829,990 F. Other amounts payable 47/48 1,507,940 91,807 XII Accrued charges and deferred income 492/3 146,133 312,189 TOTAL LIABILITIES 10/49 22,751,358 22,465,660 58 | Annual report - Consolidated Income Statement prepared in accordance with Belgian accounting standards (Belgian GAAP) after appropriation INCOME STATEMENT (EUR) Codes 31/12/2009 31/12/2008 70/74 31,782,957 31,484,834 A. Turnover (not. XIV, A) 70 31,053,797 30,919,864 B. Increase (+); Decrease (-) in stocks of finished goods, work and contracts in progress 71 475,485 283,653 C. Fixed assets - own construction 72 0 0 D. Other operating income 74 253,676 281,317 60/64 (30,256,803) (29,434,005) 60 3,550,056 5,642,728 1. Purchases 600/8 3,550,056 5,612,240 2. Increase (-); Drecrease (+) in stocks 600/8 0 30,488 B. Services and other goods 61 11,503,073 10,037,493 C. Remuneration, social security costs and pensions (not. XIV, B) 62 14,331,711 13,065,395 D. Depreciation of and other amounts written off formation expenses, intangible and tangible fixed assets 630 741,054 629,935 E. Increase (+), Decrease (-) in amounts written of stocks, contracts in progress and trade debtors 631/4 32,641 6,098 F. Increase (+), Decrease (-) in provision for liabilities and charges 635/7 28,560 0 G. Other operating expenses 640/8 69,708 52,356 Operating profits 70/64 1,526,154 2,050,829 2,328,409 2,686,862 75 3,878 22,449 A. Income from financial fixed assets 751 484 234 B. Income from current assets 751 (1,053) 19,104 752/9 4,447 3,111 65 (1,304,316) (1,218,642) 650 281,964 287,105 B. Amounts written off positive consolidation differences 9961 937,528 891,000 D. Other financial charges 652/9 84,824 40,537 Profits on ordinary activities before taxes 70/65 225,716 854,636 I. Operating result 1. Operating income 2. Operational cost A. Raw materials, consumables and goods for resale 3. Operating profits before depreciation = EBITDA II. Financial results 1. Financial income C. Other financial income 2. Financial charges A. Interests and other debt charges 3. Annual report | 59 INCOME STATEMENT (Continued) (EUR) 31/12/2009 31/12/2008 76 30,976 57,441 D. Adjustments to provisions for extraordinary liabilities and charges 763 0 43,130 E. Gain on disposal of fixed assets 763 2,349 14,161 764/9 28,627 150 66 (225,061) (11,523) A. Extraordinary depreciation of and amounts written off formation expenses, intangible an tangible fixed assets 660 0 0 C. Amounts written off financial fixed assets 661 13,919 0 D. Provisions for extraordinary liabilities and charges 662 88,000 0 E. Loss on disposal of fixed assets 663 0 0 F. Other extraordinary charges (not. XIV, C) 664/8 123,142 11,523 IV. Result for the financial period before taxation 70/66 31,631 900,554 V. Deferred taxes (457) 281,917 III. Extraordinary results 1. Extraordinary income F. Other extraordinary income (not. XIV, C) 2. VI. Extraordinary charges A. Transfer from deferred taxes and latent taxation liabilities 780 220,514 467,500 B. Transfer to deferred taxes and latent taxation liabilities 680 (220,971) (185,583) Income taxes 67/77 (412,074) (792,196) A. Income taxes (not. XIV, D) 670/3 (438,363) (802,256) 77 26,289 10,060 Result for the financial period 9904 (380,900) 390,275 Share in the result of the companies accounted for using the equity method 9975 51,490 0 Consolidated result 9976 (329,410) 390,275 A. Share of third parties 99761 296,460 364,401 D. Share of the group 99762 (625,870) 25,874 B. Adjustment of income taxes and write-back of tax provisions VII IX 60 | Annual report - Cash Flow Statement (EUR) OPERATING ACTIVITIES 31/12/2009 Share of the group -625,870.28 Share of third parties 319,909.50 Result of the companies accounted for using the equity method Depreciation & Amortization 3,226.10 1,678.581.97 Write-offs 46,559.31 Provisions 116,560.29 Transfer to deferred taxes 220,971.00 Transfer from deferred taxes -220,514.23 Net gain on disposal of assets Operating cash flow -2,349.09 1,537,074.57 Changes in current assets -617,735.52 Contract in Progress -475,484.74 Amounts receivable within 1 year -178,205.38 Deferred charges and accrued income Changes in short-term liabilities Current portion of amounts payable after one year 35,954.60 -137,374.16 -1,161,443.06 Financial debts 718,796.89 Trade debts -921,098.83 Amounts payable regarding taxes, remuneration and social security -302,156.85 Contracts in progress 511,963.91 Debts resulting from appropriation of results -166,995.07 Other debts Accrued charges and deferred income Working Capital Fluctuation Net Cash Flow from operations (1) 1,356,751.02 -173,192.17 -755,109.68 781,964.89 Annual report | 61 INVESTING ACTIVITIES 31/12/2009 Acquisitions of fixed assets -1,296,770.19 Intangible + tangible assets -733,107.30 Financial assets -563,662.89 Cautions -9,485.33 Total of acquisitions -1,306,255.52 Disposal of fixed assets 77,207.01 Intangible + tangible assets 9,957.01 Financial assets 67,250.00 Loan settlement 5,801.19 Total of disposals 83,008.20 NET CASH FLOW FROM INVESTING ACTIVITIES (2) -1,223,247.32 FINANCING ACTIVITIES 31/12/2009 Capital increase 334,575.00 Dividends paid to third parties -363,880.00 Changes in long-term loans 773,948.53 NET CASH FLOW FROM FINANCING ACTIVITIES (3) 744,643.53 Net fluctuation in cash (1) + (2) + (3) 303,361.10 - Notes on the consolidated annual accounts NOTE I. LIST OF THE CONSOLIDATED SUBSIDIARY COMPANIES AND COMPANIES INCLUDED USING THE EQUITY METHOD Name and address Method Proportion of capital held % Change of percentage of capital held % Statutory net result 2009 (EUR) * Full 100% 0% -155,352.34 Full 100% 0% -7,144.30 Full 70% -30% +44,055.71 Emakina Belgique SA Rue Middelbourg 64 A 1170 WATERMAEL-BOITSFORT Belgium BE 0463.478.965 Emakina France SARL Avenue Gambetta 41 92928 PARIS France Emakina.EU SPRL Rue Middelbourg 64 A 1170 WATERMAEL-BOITSFORT Belgium BE 0456.608.593 62 | Annual report Reflect SA Rue Atlantis 4 - Parc d’Ester BP 26840 87068 LIMOGES France Full 50,02% 0% +587,968.66 Full 100% 0% -218,884.74 Full 100% 0% +626,951.53 Full 76% 24% +74,095.44 Equity Method 30% -70% -72,130.83 Emakina.NL Boompjes 548 3011 XZ ROTTERDAM The Netherlands The Reference NV Stapelplein 70 9000 GENT Belgium BE 0474.475.203 Design is dead BVBA stadswaag 8 2000 ANTWERPEN Belgium BE 0457.419.732 Emakina Media SA Rue Middelbourg 64 A 1170 WATERMAEL-BOITSFORT Belgium BE 0806.579.150 * These statutory results do not take into account the consolidation method or adjustments but they offer a view of their respective profitability during exercise 2009. NOTE VI B. FUTURE TAXATION AND DEFERRED TAXES Analysis of heading 168 of the liablilities 170,037 Future taxation (pursuant to article 76 of the Royal Decree of 30 January 2001 in implementation of Company Law) 170,037 Deferred tax liabilities are recognized at Emakina Group regarding the capitalization in the consolidated books (only) of costs related to investments. NOTE VII. STATEMENT OF FORMATION EXPENSES Net carrying value as at the end of the preceding period 602,771 Movements during the period : - New expenses incurred - Depreciation (-) 20,460 (116,075) - Change in consolidation scope (-) (2,320) Net carrying value at the end of the period 504,836 Whereof expenses of formation or capital increase 491,395 Whereof other formation costs 13,441 Annual report | 63 NOTE VIII. STATEMENT OF INTANGIBLE ASSETS R&D Concessions, patents, licences Goodwill 443,984 898,366 (35,589) - additions 0 297,499 0 - sales and disposals 0 0 0 - transfers 0 (120,000) 120,000 - other movements 0 0 0 443,984 1,075,866 84,411 437,173 409,517 11,706 - additions 2,271 220,982 10,551 - transfers 0 (5,000) 5,000 - written down after sales and disposals 0 0 0 - other movements 0 0 0 439,443 625,499 27,258 4,541 450,366 57,153 a) Acquisition cost - Balance at the end of the preceding period Movements during the period : - Balance at the end of the period c) Depreciation and amounts written off - Balance at the end of the preceding period Movements during the period: - Balance at the end of the period d) Net book value at the end of the period : (a) - (c) The « transfer » amount (column « licences » to column « goodwill ») relates to the B. On The Net goodwill transfer subsequent to the purchase of the activity by Emakina Belgique in 2008. 64 | Annual report NOTE IX. STATEMENT OF TANGIBLE FIXED ASSETS Plant, machinery, equipment Furniture and vehicles Leasing Other tangible assets 455,759 1,225,372 572,492 238,628 86,695 149,872 128,832 49,757 - sales and disposals 0 (374) (19,020) 0 - transfers 0 0 0 0 - other movements 0 (4,401) 0 0 542,454 1,370,470 682,304 288,385 302,733 955,847 162,173 185,467 86,757 117,254 167,079 19,062 - reversals because of sales and disposals 0 (374) (11,412) 0 - transfers 0 0 0 0 - other movements 0 (242) 0 0 - Balance at the end of the period 389,491 1,072,485 317,840 204,529 d) Net book value at the end of the period : (a) - (c) 152,963 297,985 364,464 83,857 a) Acquisition cost - Balance at the end of the preceding period Movements during the period : - additions - Balance at the end of the period c) Depreciation and amounts written off - Balance at the end of the preceding period Movements during the period: - additions The amounts related to sales and disposals are mainly linked to the sale & lease back operation of IT assets in the framework of a financing on 3 years. Annual report | 65 NOTE X. STATEMENT OF FINANCIAL FIXED ASSETS Enterprises accounted for using the equity method Other enterprises 18,750 142,384 - Share in the result for the financial period 0 (3,226) - Other movements in the capital and reserves 0 3,226 18,750 142,384 0 13,918 0 13,918 (18,750) 0 51,489 0 0 0 (70,239) 0 0 128,465 1. Participations a) BALANCE AT THE END OF THE PRECEDING PERIOD Movements during the period - Additions Net book value at the end of the period c) AMOUNTS WRITTEN OFF AT THE END OF THE PRECEDING PERIOD Movements during the period - Additions Balance at the end of the period e) Movements in the capital and reserves of the enterprises accounted for using the equity method(+) (-) - Share in the result for the financial period - Elimination of dividends regarding those participating interests - Other movements in the capital and reserves NET BOOK VALUE AT THE END OF THE PERIOD (a) - (c) + (e) 2. Amounts receivable Balance at the end of the preceding period Other enterprises 70,290 Movements during the period - Additions - Reimbursements - Other Net book value at the end of the period 66 | Annual report 9,485 (5,801) (250) 73,724 NOTE XI. STATEMENT OF CONSOLIDATED RESERVES Consolidated reserves at the end of the previous financial period 1,423,092 Movements during the period - Shares of the group in consolidated income (625,870) - Other movements (466,573) - Dividend 2008 paid in 2009 by Emakina Group (200,000) - Share premium (266,573) Consolidated reserves at the end of the financial period 330,645 NOTE XII. STATEMENT OF CONSOLIDATION DIFFERENCES Net book value at the end of the preceding period Movements due to a change of the percentage held Depreciations Net book value at the end of the period 316,164 -105,388 210,776 Emakina France 20,341 -6,780 13,561 Emakina.EU 99,995 -27,091 -13,909 64,224 342,253 48,229 -62,477 328,005 -266,838 1,522,272 899,395 -140,165 759,230 2,252,792 -338,174 1,914,618 Emakina Belgique Deisgn Is Dead Emakina.NL 1,454,535 Reflect The Reference Emakina Media TOTAL Other movements 5,227 334,575 30,505 -20,699 5,227 -3,796 11,237 5,415,980 439 345,029 -937,527 4,823,921 The « other movements » amounts are explained by premiums as well as by ancillary costs linked to past investments. NOTE XIII. STATEMENT OF CREDITORS Not more than one year > 1 year < 5 years > 5 years Total Heading 42 Heading 17 Heading 17 Total 1,227,194 432,076 0 1,659,270 Credit institutions 0 74,635 0 74,635 Other loans 0 8,561 0 8,561 1,227,194 515,272 0 1,742,466 Leasing and other similar obligations TOTAL Annual report | 67 NOTE XIV. RESULT Period Preceding Period 25,093,140 24,854,139 286 280 1 1 229 226 Management personnel 21 17 Others 35 36 14,331,711 13,065,395 231 229 A. Net turnover (heading 70/4 of the income statement) B11. Average number of persons employed Workers Employees B12. Personnel charges (heading 62) B13. Average number of persons employed in Belgium by the enterprises concerned C2. Other extraordinary costs (heading 664/8) 123,142 11,523 Restructuring costs 112,217 0 10,925 11,523 Other NOTE XV. RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET Other significant commitments Sundry commitments: • • • C. Guarantees on goodwill for 504,522 EUR Rent guarantees for 132,277 EUR Maximum credit line amount : 3,140,250 EUR Significant guarantees related to investments : • • • • • Commitment towards Design Is Dead third parties for the purchase of remaining shares for a price of 210,000 EUR subordinated to result targets Commitment (through options) towards Reflect SA third parties for the purchase of remaining shares for a variable price based on profitability Commitment towards Emakina.NL (Suntzu) prior shareholders regarding two potential premiums calculated on turnover level. These 2010 premiums amount to 675,529.81 EUR. Joint bank guarantee of Emakina Group towards The Reference for 400,000 EUR. Support letter of Emakina Group towards Emakina Belgium for 1,000,000 EUR. 68 | Annual report NOTE XVII. FINANCIAL RELATIONSHIPS WITH Period A. Directors or managers of the consolidation enterprise 1. Total amount of remuneration granted on account of their responsibilities in the consolidation enterprise, its subsidiaries and affiliated companies, including the amounts on same account of retirement pensions granted to former directors or managers B. 918,961 Auditors or the people they are linked to 1. Auditor’s fees 1.1 Fees paid for the auditing assignmente 75,542 1.2 Fees for exceptional services or special missions executed in the company by the auditor a. Other attestation missions b. Tax consultancy 5,500 20,460 Annual report | 69 Summary of consolidated valuation rules Tangible assets I - SCOPE & CONSOLIDATION METHOD Tangible assets are capitalized at acquisition cost, or production cost. Costs attributable to assets are expensed during the financial year. Please refer to page 49. All tangible assets are depreciated using the straight line method. The depreciation rates used are as follows : II - ACCOUNTING POLICIES - Valuation of assets Leasehold improvements between 5 and 20% Machinery and equipment between 20 and 33% Furniture and fittings between 20 and 33% Office equipment between 20 and 33% Hardware between 20 and 33% Vehicles between 20 and 25% Formation expenses Formation expenses are carried at their acquisition value. Restructuring costs and research and development costs, excluding those acquired from third parties, are capitalized at cost. Formation costs and capital increase costs are amortized over a period of 5 years using the straight line method. Costs related to the IPO are amortized on a straight-line basis over a period of 8 years. Other costs (SOP and others) are amortized over 5 years using the straight line method. Goodwill (positive consolidation differences) Non-deductible VAT on vehicles is capitalized. Goodwill includes differences between the share of equity of the consolidated entities and the book value of the investment in these entities, which are not allocated to assets and liabilities, Goodwill is presented on the balance sheet under the heading III « goodwill » and badwill is presented in liabilities under the heading V : badwill. Goodwill is amortized over 8 years. Amortisation is recorded under financial charges. Intangible assets Intangible assets are capitalized at their acquisition cost or production cost. All intangible assets are depreciated using the straight line method. The following amortization rates are applied : Second-hand tangible assets are depreciated on a straight line basis at a rate between 20% and 50%. Tangible assets with indefinite useful lives are written down only in case of indication of long-term impairment. Financial assets Shares and receivables under this heading are carried at acquisition value excluding ancillary costs. Receivables on subsidiaries and third party investments are listed under financial assets if the Group intends to support the borrower on a sustainable basis. These receivables are carried on the balance sheet at their nominal value. Investments and shares under this heading are subject to writedowns in case of durable depreciation justified by the situation, the profitability or the perspectives of the company in which these investments and shares are held. research and development costs 25% patents, concessions and licences 20% Receivables under this heading are written down if their reimbursement at due date is fully or partially uncertain or at risk. software 33% Short-term and long-term receivables Intangible assets with indefinite useful lives are written down only in case of indications of long-term impairment. Short-term and long-term receivables are carried at nominal value and subject to write-downs if their reimbursement at due date is fully or partially uncertain or at risk. Cash and cash equivalents Cash balances are carried at nominal value. Cash in foreign 70 | Annual report currencies is translated at the exchange rate prevailing on the closing date of the financial period. Unrealized gains and losses on foreign currencies are recognized in the income statement. - Valuation of liabilities margin according to percentage of completion). As a result, based on accounting principles used by the Group, contracts in progress are recorded under assets under construction when the percentage of completion is higher than the invoicing schedule and under advances received (liabilities) when the invoicing schedule is ahead of the percentage of completion. Provisions for liabilities and charges Each year, the Board of Directors evaluates necessary provisions prudently. These provisions are individualized based on the nature of the risks and charges that they are intended to cover. The provisions are reversed to the extent that they exceed the year-end evaluation of the risks and charges that they were intended to cover. Short-term and long-term debts Debts are carried at nominal value. The obligations arising from financial leasing or similar contracts on tangible assets owned by the company are recognized as a liability at an amount equal to the sum of the contractual lease payments. - Revaluation Fixed assets, investments and shares included under financial assets are not subject to revaluation. - Deferred taxes Deferred tax liabilities: When necessary, deferred tax liabilities are recognized and calculated at the tax rate expected to apply when the temporary differences cease to exist and to the extent that actual taxation will occur. Deferred tax assets: The Group recognizes deferred tax assets (on unused tax losses carried forward) in its consolidated financial statements to the extent that it is probable that taxable profit will be available against which these unused tax losses carried forward can be utilized. If the application of one or more accounting policies mentioned below is not valid anymore, changes are made, and the reasons for these changes and their impact on the financial statements are mentioned in the annual report. - Foreign currencies Receivables and payables in foreign currencies are carried at the exchange rate prevailing at the transaction dates. They are converted at the end of the period at the closing rate, unless they are specifically hedged. Exchange rate losses arising from this revaluation are recognized in the income statement and exchange rate gains are recognized on the balance sheet as deferred income. - Revenue recognition on contracts in progress When a Group entity secures a contract for which a fixed price is requested by the customer, project managers prepare an estimate of the project budget. An invoicing schedule is established in the contract corresponding to certain deliverables milestones. Generally, the schedule is as follows: (i) advance billing, (ii) Prototype version, (iii) project release, (iv) end of guarantee period. Contracts in progress are estimated according to the stage of completion of the project (recognition of income including Annual report | 71 ANNUAL STATUTORY FINANCIAL STATEMENTS OF EMAKINA GROUP SA The annual (statutory) financial statements of Emakina Group are presented in a condensed version after appropriation of the 2009 result. In accordance with the Belgian Companies Code, the full annual financial statements and the auditors’ report will be filed with the National Bank of Belgium. The statutory financial statements reflect the situation of the parent holding company. They do not reflect the activities of the Group as a whole. - Statutory Balance sheet prepared in accordance with Belgian accounting standards (Belgian GAAP) after appropriation* ASSETS (EUR) Codes 31/12/2009 31/12/2008 FIXED ASSETS 20/28 7,659,336 7,247,837 Formation expenses 20 488,619 577,755 Intangible fixed assets 21 388,872 363,651 Tangible fixed assets 22/27 4,874 0 Financial fixed assets 28 6,776,971 6,306,431 Affiliated enterprises 280/1 6,629,581 6,304,756 280 6,629,581 6,304,756 282/3 18,750 0 282 18,750 0 284/8 128,640 1,675 280 128,465 0 Cash guarantees 285/8 175 1,675 CURRENT ASSETS 29/58 2,894,006 3,180,505 29 0 0 3 0 0 40/41 2,650,025 2,830,355 Trade debtors 40 1,789,913 2,305,772 Other amounts receivable 41 860,112 524,583 Current investments 50/53 0 24,766 Other investments 51/53 0 24,766 Cash at bank and in hand 54/58 215,269 283,889 Deferred charges and acccrued income 490/1 28,712 41,495 TOTAL ASSETS 20/58 10,553,342 10,428,342 Participating interests Other enterprises linked by participating interests Participating interests Other financial assets Shares Amounts receivable after more than one year Stocks and contracts in progress Amounts receivable within one year * Article 124 of the royal decree of 30 january 2001 concerning the execution of the Code of Companies 72 | Annual report LIABILITIES (EUR) Codes 31/12/2009 31/12/2008 EQUITY 10/15 9,719,320 9,252,119 10 8,395,670 8,306,412 100 8,395,670 8,306,412 Share premium account 11 511,890 266,573 Reserves 13 84,092 64,960 130 84,092 64,960 Accumulated profits 14 727,668 614,173 PROVISIONS & DEFERRED TAXES 16 0 0 17/49 834,022 1,176,223 17 0 0 42/48 827,222 1,175,036 Current portion of amounts payable after more than one year falling due within one year 42 0 0 Financial debts 43 0 0 Trade debts 44 477,368 759,632 1. Suppliers 440/4 477,368 759,632 Advances received on contracts in progress 46 0 0 Taxes, remuneration and social security 45 39,847 103,877 1. Taxes 450/3 0 60,711 2. Remuneration and social security 454/9 39,847 43,166 Other amounts payable 47/48 310,007 311,526 Accrued charges and deferred income 492/3 6,800 1,188 TOTAL LIABILITIES 10/49 10,553,342 10,428,342 Capital A. Issued capital Legal reserve AMOUNTS PAYABLE Amounts payable after more than one year Amounts payable within one year - Statutory Income Statement prepared in accordance with Belgian accounting standards (Belgian GAAP) after appropriation INCOME STATEMENTS (EUR) Codes 31/12/2009 31/12/2008 Operating income 70/74 1,710,995 1,637,313 Turnover 70 1,709,504 1,628,889 Other operating income 74 1,491 8,424 60/64 2,063,031 1,765,310 60 252,166 0 600/8 252,166 0 Operating charges Raw materials, consumables Purchases Annual report | 73 INCOME STATEMENT (continued) Codes 31/12/2009 31/12/2008 Services and other goods 61 1,399,550 1,378,555 Remuneration, social security and pensions 62 235,961 260,682 630 175,265 125,658 Other operating expenses 640/8 89 415 Operating profit 9901 -352,036 -127,997 Financial income 75 761,578 500,724 Income from financial fixed assets 750 743,280 440,468 Income from current assets 751 18,246 60,227 Other financial income 752 52 29 65 12,997 5,567 650 6,874 4,715 Other financial charges 652/9 6,123 852 Gain on ordinary activities before taxes 9902 396,545 367,160 76 0 0 761 0 0 66 13,919 0 13,919 0 Depreciation of and other amounts written down on formation expenses, intangible and tangible fixed assets Financial charges Debt charges Extraordinary income Reprises de réductions de valeur sur immobilisations financières Extraordinary charges Amounts written off financial fixed assets Gain before taxes 9903 382,626 367,160 Income taxes 67/77 0 0 77 0 0 Gain of the period 9905 382,626 367,160 APPROPRIATION ACCOUNT (EUR) Codes 31/12/2009* 31/12/2008 Profit (loss) to be appropriated 9906 996,799 832,531 (9905) 382,626 367,160 14P 614,173 465,371 691/2 19,131 18,358 To legal reserve 6920 19,131 18,358 Profit (loss) to be carried forward (14) 727,668 614,173 694/6 250,000 200,000 694 250,000 200,000 Adjustment of income taxes and write-back of tax provisions Gain (loss) to be appropriated Profit (loss) brought forward Transfers to capital and reserves Profit to be distributed Dividends *Proposal submitted to the shareholders meeting of April 22, 2010. 74 | Annual report AUDITOR’S REPORTS - Statutory auditor’s report to the general meeting of shareholders of Emakina Group SA on the consolidated financial statements for the year ended 31 december 2009 In accordance with the legal requirements, we report to you on the performance of our mandate of statutory auditor. This report contains our opinion on the consolidated financial statements as well as the required additional comments. Unqualified opinion on the consolidated financial statements We have audited the consolidated financial statements of EMAKINA GROUP SA and its subsidiaries (collectively referred to as ‘the Group”) for the year ended 31 December 2009, prepared in accordance with the financial reporting framework applicable in Belgium, which show a consolidated balance sheet total of K€ 22.751 and a consolidated loss for the year, share of the Group, of -K€ 626. Responsibility of the board of directors for the preparation and fair presentation of the consolidated financial statements The board of directors is responsible for the preparation and fair presentation of the consolidated financial statements. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Responsibility of the statutory auditor Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the legal requirements and the auditing standards applicable in Belgium, as issued by the Institute of Registered Auditors (Institut des Réviseurs d’Entreprises/Instituut van de Bedrijfsrevisoren). Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. In accordance with these standards, we have performed procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we have considered internal control relevant to the Group’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. We have evaluated the appropriateness of accounting policies used, the reasonableness of significant accounting estimates made by the Group and the presentation of the consolidated financial statements, taken as a whole. Finally, we have obtained from the board of directors and the Group’s officials the explanations and information necessary for executing our audit procedures. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, the consolidated financial statements for the year ended 31 December 2009 give a true and fair view of the Group’s financial position and the results of its operations in accordance with the financial reporting framework applicable in Belgium. Additional comments The preparation and the assessment of the information that should be included in the directors’ report on the consolidated financial statements are the responsibility of the board of directors. Our responsibility is to include in our report the following additional comments, which do not modify the scope of our opinion on the consolidated financial statements: - The directors’ report on the consolidated financial statements deals with the information required by law and is consistent with the consolidated financial statements. We are, however, unable to comment on the description of the principal risks and uncertainties which the entities included in the consolidation are facing, and on their financial situation, their foreseeable evolution or the significant influence of certain facts on their future development. We can nevertheless confirm that the matters disclosed do not present any obvious inconsistencies with the information that we became aware of during the performance of our mandate. Brussels, 31 March 2010 Ernst & Young Reviseurs d’Entreprises SCCRL Statutory auditor represented by Eric GOLENVAUX Partner - Statutory auditor’s report to the general meeting of shareholders of Emakina Group SA on the statutory financial statements for the year ended 31 december 2009 The annual (statutory) financial statements of Emakina Group for the year ended 31 December 2009 have been audited by Ernst & Young Reviseurs D’Entreprises. An unqualified opinion has been released. Annual report | 75 Directors’ statement Denis Steisel, CEO and Managing Director of Emakina Group and Brice Le Blévennec, President of the Board of Directors of the company declare that to the best of their knowledge, the consolidated financial statements closed as at 31 December 2009 and the annual (statutory) financial statements closed as at 31 December 2009, established in accordance with Belgian GAAP, give a true and fair view of the assets, financial status and results of Emakina Group. In addition, the 2009 Management report contains an accurate description of all information that must appear in it. 76 | Annual report Investor relations Share price fluctuation in 2009 Financial Calendar Ordinary General Assembly: 22 April 2010 Half-Year 2010 Report: 13 September 2010 Annual Press Release 2010: 18 March 2011 Annual Information 2010 (Brochure): 7 April 2011 Annual report | 77 Glossary B2B – Business to Business This term is used for transactions, cooperation or other interactions between various business entities. This term distinguishes external interactions that can occur in a single organisation and also those from businesses to private individuals (or B2C – business-to-consumer). B2C - Business to Consumer: The name covers the entirety of commercial matters, from technical and software IT architecture, which enable companies to come into contact with their customers (consumers). Blog : A blog is a website on which one or more people express themselves with a certain periodicity. The discussions are kept up to date in chronological units; each unit can be commented on by readers, supplemented by external links. Buzz Marketing : Buzz does not use any specific media but takes place across all communication channels with the objective of getting people to talk about certain matters. It is a type of wild advertising that is passed on via the user and becomes the vector of the message. It is therefore spread by word of mouth. Buzz is based on a principle of surprise as the means used needs to be renewed constantly in order to appeal. CRM - Customer Relationship Management This is an information industry concept for methodologies, software and generally also internet possibilities that help a company manage customer relations in an organised and efficient way. The company often creates a customer database that describes the relations in great detail so the management, sellers and customer service can access this information, match customer needs to product plans and offers, remind customers of the company’s service, know which other products the customer has already purchased, etc. 78 | Annual report EBITDA (Earnings before interest, taxes, depreciation and amortization) Company profit before depreciation and amortization. E-commerce : E-commerce is part of e-business and enables transactions and the online sale of goods and services via the internet or other telecommunication networks. FMCG (Fast Moving Consumer Goods) Is an acronym for Fast Moving Consumer Goods which is defined as fast selling, low unitvalue consumer products normally in universal demand. This includes categories like toiletries, cosmetics and other non-durables. In general the products are generally replaced or fully used up over a short period of days, weeks, or months, and within one year. Geocaching Geocaching is an entertaining adventure game for GPS users. Taking part in a cache hunt is a good way of making full use of the functions and possibilities of GPS. The basic idea is that people and organisations set up caches and share their GPS localisation on the internet so GPS users can search for the cache or hidden treasure. Participants can often exchange and/or add items when finding the treasure. The treasure always includes a logbook, in which the finder can leave his name. The finder is also expected to leave a message on the website of the treasure in question, even of he has not succeeded in finding the treasure. IAB Belgium Het Interactive Advertising Bureau Belgium (IAB Belgium) is a professional organisation uniting the main parties in digital and interactive communication in Belgium. Its 109 members (March 2005) meet there to develop the market together. The IAB represents the interests of publishers, printers, advertisers, advertisement space sellers, interactive communication agencies, consultancies and, more generally, providers of services for the information society. Its main objective is to develop and stimulate the interactive market. To achieve this, the IAB cooperates with the majority of professional organisations and is in permanent contact with public regional, national and European institutions. Media planning The planning of media campaigns for advertisers. On the basis of a certain budget, the best planning for the customer is determined, spread across the various media to reach the maximum number of people of the target group the customer wishes to contact for products. RSS - Really Simple Syndication This is a dynamic XML-type file that enables the showing of content via an RSS reader. It is an extremely useful system for spreading news across websites or blogs. Generating traffic The whole of activities that create traffic on a website (visitors or consulted pages). All online marketing campaigns or search engine references or offline marketing can be used. Viral Marketing A marketing campaign set up by a company to reach a maximum amount of internet users or customers and stimulate them to spread the message. The advantage of this type of communication is that it can spread at lightning speed to the target audience’s network of friends, family and colleagues. The efficiency of viral marketing is based on word of mouth advertising, sponsorship or internet communities. Widget Widget is a contraction of ‘window’ and ‘gadget’ and refers to a stand-alone interactive application users can embed in third party websites they also have authorship rights to (e.g. webpage, blog, profile on a social media website). Widgets are fun and useful applications with which users can transfer their personal content into dynamic web applications that can be shared on almost any site. Site statistics Measuring the number of visitors on the internet offers the possibility of determining the target group and the frequency of site visits on the basis of several indicators such as ‘number of unique visitors’, ‘pages viewed’, ‘number of visits’, ‘average duration of a visit’, etc. Sitecore Sitecore is a.NET based web content management system software company offering enterprise website, intranet portal and marketing automation software. The company was established in Denmark in 2001 and has branches in Australia, Denmark, the Netherlands, the UK, the USA and Japan. SMS SMS is a service offered in addition to making calls for mobile phones and offers the possibility of sending small typed messages. Annual report | 79 awards 2009 Leader Award - Consumer Product Summit Emerging Media Awards, Lion Deposit 2009 Outstanding Achievement 2009 Belgium’s most user-friendly website, Usability Awards, Brussels Airlines W3 Award, “Quitters Arcade” (Pfizer Europe) 2009 Gold Award in the Health category, W3 Award, “Quitters 2009 Outstanding Website, WebAward, Nescafé (Nestlé) (Pfizer Europe) (Pfizer Europe) 2009 Health Care Standard of Excellence, WebAward, 2009 Pharmaceuticals Standard of Excellence, WebAward, “Quitters Arcade” (Pfizer Europe) 2009 Gold - Consumer Information category, Horizon Interactive Awards, My Healthy Home - Arcade - Pfizer Europe 2009 Bronze Award - Flash category, Horizon Interactive Awards, Quitters Arcade - Pfizer Europe 2009 Best Pharmaceutical Website, IAC Awards, Quitters Arcade - Pfizer Europe 2009 Best Health Care Website, 2008 Best in Class - Fashion category, Interactive Media Awards, Wrangler Europe 2008 Visionary Award - Viral category, Horizon Interactive Awards, I Need To Go (ING) Wrangler Europe 2008 Silver Award - Flash category, Horizon Interactive 2008 Silver Award - Consumer Information category, Horizon Interactive Awards, 2008 Gold Award - Flash category, Horizon Interactive Awards, Wrangler Europe Belgian Cyber Lions, I Need To Go (ING) 2008 Bronze Award - B2B 2008 Official Honoree - Fashion category, Webby Awards, Wrangler Europe 2008 Public Voice’s Winner - “Rich Media Avertising: B2C” category, Webby Awards, I Need To Go (ING) Consulting category, WebAwards, Krauthammer 2008 Real Estate Standard of Excellence - Real Estate category, Award - Navigation category, CMS Awards, Dexia.jobs 2008 Bronze Award - Government category, CMS Award - Flash category, Summit Emerging Media Awards, Wrangler Europe Horizon Interactive Awards, SCA Packaging 2008 Visionary Award - Consumer 2008 Bronze Award - e-commerce category, Horizon Interactive 2008 Best in Class - B2B category, Interactive Media Awards, Join2Grow (Fortis) I Need To Go (ING) 2007 Gold Award - Design, CMS Awards, Le blog d’Elio 2007 Fashion Standard of Excellence, WebAward, Wrangler Europe 2006 Best Automobile Rich 2007 B2B Standard of Excellence, WebAward, 2006 Best Interactive Case, IAB Efficiency Awards, GB Caddy Gratis (with Isobar) 2006 Motivation Award, CMS Award, Plan Poids Santé, Roche Management, MarketShare Awards, FlySN.com 2006 First Alternext Performer 2005 Best Content Management, MarketShare Awards, FlySN.com 2005 Best Information Structure - Gold, MarketShare Awards, FlySN.com 80 | Annual report 2008 Nominee - 2007 European Cyber Cristal of the Financial Website, Méribel Ad Festival, Web 2.0 category, CMS Awards, EmocionTV (Seat) VW EscapeTV 2008 Bronze Award - Public 2008 Nominee - Funny category, Pixel Awards, I Need To Go (ING) Festival, Join2Grow (Fortis) 2008 Travel 2004 Best Business of The Year, 2009 Innovator Award - Experimental Marketing category, category, Summit Emerging Media Awards, Pierre Marcolini Account (ING) 2009 Visionary Award - Leisure & Entertainment category, Summit Emerging Media Awards, Axelle Red Award, Interactive Media Awards, ING Lion Deposit Account (ING) Arcade” (Pfizer Europe) 2009 Gold Award in the Games category, 2009 Food Industry Standard of Excellence, WebAward, Pierre Marcolini “Quitters Arcade” (Pfizer Europe) 2009 Pharmaceuticals Standard of Excellence, WebAward, “Quitters Arcade” 2009 Gold Award in W3 Award, I Need To Go (ING) the Banking category, Ecover (Design is Dead) 2009 Interactive Media Awards, 2009 Silver Award - Consumer nformation categpory, Horizon Interactive Awards, Quitters 2009 Outstanding Achievement - Pharmaceuticals category, Interactive Media Awards, Quitters Arcade - Pfizer Europe IAC Awards, Quitters Arcade - Pfizer Europe 2009 Best Bank Rich media Online campaign IAC Awards, Web 3.0 - ING Marketing category, Summit Emerging Media Awards, I Need To Go (ING) Awards, Proximus Wireless Office Wrangler Europe 2008 Bronze Award - Advertising Online 2008 Silver Award - Consumer Information category, Horizon Interactive Awards, 2008 Bronze Award - B2B category, Horizon Interactive Awards,Join2Grow (Fortis) category, Horizon Interactive Awards, Join2Grow (Fortis) 2008 Bronze Award - Interactive Campaign category, 2008 Official Honoree - “Best Use of Video” category, Webby Awards, Wrangler Europe Standard of Excellence - Travel category, WebAwards, CityShare (Novotel) WebAwards, Immoweb Awards, ASTRID 2008 Consulting Standard of Excellence - 2008 Silver Award - Web 2.0 category, CMS Awards, Thomas Cook Belgium Integrated Campaign category, Summit Emerging Media Awards, I Need To Go (ING) Awards, Brussels Airlines Fashion category, Pixel Awards, Wrangler Europe (Socialist Party) Join2Grow (Fortis) 2008 Bronze Award - B2B category, 2008 Best Bank Rich Media Online campaign, IAC Awards, 2007 European Cyber Cristal of the Financial Website, Méribel Ad 2007 Bronze Award - Web 2.0 category, CMS Awards, Join2Grow (Fortis) 2007 Silver Award - 2007 Outstanding Website (E-Zine / Magazine category), WebAward, VW EscapeTV 2007 Online Community Standard of Excellence, WebAward, Join2Grow (Fortis) 2006 e-Publisher of the Year, 7th Night Of Internet, VW EscapeTV Award, Euronext 2008 Innovator 2008 Bronze Award - B2B category, Horizon Interactive Awards, Join2Grow (Fortis) Service category, Horizon Interactive Awards, STIB / MIVB Join2Grow (Fortis) 2008 Bronze 2008 Outstanding Website - Airlines category, WebAwards, Brussels Airlines 2006 Gold Award - Design category, CMS Awards, 2006 Bronze Award - Design category, CMS Awards, Fiesta Latina 2005 Best Layout - Silver, MarketShare Awards, 5th Night Of Internet, FlySN.com 2005 Best Content 2005 Best Layout - Silver, MarketShare Awards, FlySN.com 2002 Best Website, RMB Cyber Lions Awards, Coca-Cola.be Annual report | 81 contacts EMAKINA GROUP SA Rue Middelbourg 64A 1170 Bruxelles Tel. : +32(0)2 400 40 00 Fax : +32(0)2 400 40 01 E-mail : [email protected] INVESTORS Denis Steisel CEO Tel. : +32 (0)2 400 40 00 E-mail : [email protected] Frédéric Desonnay CFO Tel. : +32 (0)2 788 79 26 E-mail : [email protected] MEDIA Laurent Jadot PR Manager Tel. : +32 (0)2 400 40 21 E-mail : [email protected] Emakina Group SA Rue Middelbourg 64A 1170 Brussels VAT 0464.812.221 ISIN BE0003843605 Tel. : +32(0)2 400 40 00 Fax. : +32(0)2 400 40 01 E-mail : [email protected] http://www.emakina.com