9885.ZETES Finance - annual report 2012 - EN+cover-Low

Connecting what matters Annual report 2012

ZETES GROUP - KEY FIGURES In € ‘000 2007

2008

2009

2010

2011

2012

177 102

177 636

167 471

216 738

220 562

214 126

Gross Margin

73 961

77 415

76 457

88 711

95 477

93 699

% Sales

41.8%

43.6%

45.7%

40.9%

43.3%

43.8%

Current Ebitda (1)

15 392

15 211

13 606

19 096

18 640

14 117

OPERATING SITUATION Sales

8.7%

8.6%

8.1%

8.8%

8.5%

6.6%

9 386

9 156

8 127

11 824

11 041

6 645

EBIT

8 756

8 563

7 425

11 416

10 055

5 438

Net Result

6 402

6 004

5 135

8 210

6 244

3 526

Net current result

6 765

6 468

5 673

8 694

7 005

4 512

Depreciation. amortisation. Impairment losses

(6 005)

(6 055)

(5 479)

(7 272)

(7 599)

(7 472)

Cash flow P&L

13 737

12 867

10 850

14 681

14 499

10 541

Capital expenditure

7 187

3 710

6 421

7 994

11 252

6 100

Development expenditure

1 118

1 138

1 176

2 147

2 473

1 834

5 389 714

5 386 299

5 342 394

5 324 566

5 331 111

5 247 116

1.16

1.11

0.96

1.57

1.18

0.70

1.26

1.20

1.06

1.63

1.31

0.86

0.36

0.36

0.36

1.00

0.55

0.55

FINANCIAL SITUATION

2007

2008

2009

2010

2011

2012

Equity part of the Group

64 143

67 208

70 188

77 526

77 270

76 461

Solvency ratio (Equity/Total assets)

49.3%

52.9%

53.7%

49.2%

47.9%

48.8%

Working capital

12 202

16 631

11 966

16 427

13 676

12 685

11 298

9 905

15 732

10 577

9 961

7 877

2007

2008

2009

2010

2011

2012

722

769

803

902

1 097

1 070

% Sales Current Ebit

(2)

(3)

Weighted average number of ordinary shares in issue Result per share in €

(4)

Net current result per share in € Gross Dividend / Capital repayment per share in €

(5)

Short term net cash position EMPLOYMENT Total at the end of the year

(6)

(7)

(1) Current EBITDA : Current EBIT before depreciation, amortization and impairment losses (2) Current EBIT : EBIT out restructuring expenses and other non current items (Badwill/vesting costs of options/Other) (3) cf Annual report (Financial Information) (4) Group share (5) Inventories + current trade and other receivables + prepayments - current trade and other payables (6) Cash and cash equivalents - Current interest bearing borowings (7) Proposed appropriation to the Ordinary General Assembly (0,38) and to the Extraordinary General Assembly of April 22nd, 2013 (0,17)

SALES: € 214,1 MILLION in € million 200

80 170.7 145.5

150

155.3

148.3

250

171.5

61.4

60

131.6

49.9

111.2

42.6

100

40 26.3

50

0

200

31.6

2007

2008

2009

2010

2011

2012

0

177.6

2007

2008

220.6

214.1

2010

2011

2012

19.1

18.6

167.5

150 137.5

35.8 29.3

100

20

2006

177.1

216.7

50

2006

2007

2008

2009

Goods ID

2010

2011

2012

0

2006

People ID

2009

Group

CURRENT EBITDA: € 14,1 MILLION in € million 20 16 12

13.6

14.3 11.4

10.3

9.9

7.4

16

16

2006

2007

2008

2009

2010

2011

2012

10.8

8 4

4 0

20

12

9.9

8

20

0

12.1 9.9

3.7

2006

2007

3.8

2008

2009

2010

2011

2012

Operating expenses Current EBITDA

0

2006

2007

2008

2008

2009

2010

145 526

148 315

131 646

155 290

58 701

63 269

57 885

63 047

2011

2009

2010

2011

2012

Group Including corporate costs

EVOLUTION IN GOODS ID

Gross margin

11.7

People ID

2007

14.1

13.6

4

Goods ID

Sales

15.2

8

6.4 4.9

12

15.4

EVOLUTION IN PEOPLE ID 2012

%

2007

2008

2009

2010

2011

2012

%

170 703 171 518

0.5%

31 575

29 321

35 808

61 448

49 859

42 608

-14.5%

69 323

1.2%

15 260

14 147

18 556

25 663

26 959

24 377

-9.6%

(45 074) (48 922) (48 019) (51 652) (58 636) (61 884)

5.5%

(10 383) (10 368) (12 120) (14 885) (14 904) (14 490)

-2.8%

68 518

13 626

14 346

9 866

11 395

9 882

7 439

% Sales

9.4%

9.7%

7.5%

7.3%

5.8%

4.3%

EBITDA

-24.7%

4 877

3 778

6 436

10 779

12 055

9 887

15.4%

12.9%

18.0%

17.5%

24.2%

23.2%

-18.0%

13 083

13 819

9 325

11 002

9 258

6 285

-32.1%

4 877

3 778

6 365

10 764

11 693

9 879

-15.5%

Current EBIT

9 357

10 028

6 170

7 054

5 225

2 296

-56.1%

3 198

2 095

4 688

7 865

9 131

7 641

-16.3%

Employment

592

597

622

697

889

862

-3.0%

118

159

169

194

196

196

0.0%

Contents 03

HIGHLIGHTS

04

WHO IS ZETES?

06

MESSAGE FROM THE EXECUTIVE MANAGEMENT

08

REPORT FROM THE BOARD OF DIRECTORS

16

STRATEGY

20

ACTIVITIES

40

INNOVATION

44

SOCIAL RESPONSIBILITY

48

SHAREHOLDERS INFORMATION FINANCIAL INFORMATION AND CORPORATE GOVERNANCE

Zetes is an international Group highly specialised in identification & mobility solutions. Connecting what matters is at the heart of our business: physical movements and digital flows, our customers and their critical data, but also consumers and corporations, citizens and governments. By using the most innovative technologies, we help our customers to improve speed, quality and accuracy in order to be on the leading edge of their industry. This has made us a pioneering leader on our market.

Highlights Innovation

People ID

Investment to standardise the

Projects successfully carried out

Goods ID offering based on the

in Sierra Leone, Chad and Togo.

accumulated experience of the

Africa continues to present great

Group's subsidiaries.

development potential.

Anti-Counterfeiting Increasing interest in the pharmaceutical and luxury industries in serialisation, which can provide their goods with unique identifiers.

800,000 Belgian driving licences will be produced and delivered every year from 2013. Good ID's "proof of delivery" solution is used in logistics.

Cloud

Acquisition

The retail sector is beginning to

of Czech company InCAPTIO and the

grasp the benefits of the 'cloud' for

assets of Nitica (France). 24Â employees

centrally managing their store-level

join the Group.

processes.

03

Connecting the physical and digital worlds to increase supply chain and identity document security

04

Zetes Annual Report

Connecting what matters

40%+

recurring revenue

100,000

warehouse operators working with Zetes voice solution

€ 4.6 million

distributed to shareholders

Direct presence in

16 countries more than 1,000 employees in EMEA

30 years'

experience condensed into our solutions

€ 4 million of investment in innovation Founded in

1984 40 million identity documents produced

Biometric enrolment of

70 million people

N°1 EMEA provider of supply chain solutions

Who is Zetes?

05

Creating value for our customers through innovation The need for identification and traceability has been constantly growing in recent years. In what is now a global world, identification of goods, authentication of persons and flow control are increasingly important.

Simplifying processes The meat crisis of early 2013 confirms just how international economic activity has become.

In this context it is legitimate to want to know where food or materials originate. Much is at stake, in terms of public health, ecological impact or respecting social values.

Size is Zetes' trump card in this market.

This enables it to acquire a Europe-wide understanding of the needs of each industry and accumulate expertise in all types of standard operations and in the exceptions that customers face. Innovation is the appropriate use of

Zetes Annual Report

In 2012, the sovereign debt crisis and uncertainty as to the future of the euro made investment decision-making slow and irregular. This made project implementation more complex, resulting in reduced first half earnings. The renewed optimism and regained confidence in the second half produced a return to more normal results.

In Goods ID, Zetes has positioned itself from the outset as a specialist in identification and traceability. Over the years, the systems it has introduced have enabled In addition, 2012 gave the each economic player opportunity to focus the Innovation is the to collect and store its entire Goods ID Division own product data. The appropriate use of on the Group's flagship major trends of today in technology to meet clients' solutions, those that this field are, first, the bring the most value to identification of goods complex and changing our customers. Other, at individual unit level, needs. more flexible models of second, the pooling and marketing our solutions sharing of such data. At were also introduced, in Zetes, serving these two areas requires us to particular through Managed Services contracts permanently mobilise significant resources, incorporating hardware, software and services. especially for innovation.

"Serialisation" means allocating to each unit produced a unique number with which to trace and monitor its integration into a finished product or its final destination. The solutions Zetes proposes, which combine the accumulated expertise of the entire Group, start with labelling and continue with the tracking of each item right along the logistic chain up to the delivery of the final product to the end consumer.

06

technology to meet customers’ complex and changing needs.

Connecting what matters

Accumulation of references in People ID People identification needs continue to grow and the People ID division can look back on a year rich in achievements and in new orders.

Two electoral projects were undertaken, including one in Sierra Leone for the United Nations. The project in Togo, which is still ongoing, covers biometric census-taking and the issuing of voting cards and voter lists.

The Belgian Government, for its part, has awarded the new European driving licence project to Zetes, and finally, very recently, the Luxembourg Government has tasked Zetes with issuing the country's new ID cards.

Globalisation entails significant migration flows and we are seeing growing requests by countries for biometric solutions for visa granting and control. Thus Senegal has decided to entrust Zetes with implementing a biometric visa solution.

Each time it bids, Zetes is able to point to its many international references. In the People ID business, having references is today crucial to gaining the trust of new states.

A pivot year 2012 was a year of global uncertainty and for Zetes it ends with sales figures down from the previous year to € 214 million. But looking beyond the numbers, the past year And for our shareholders, these developments has accelerated the implementation of a are the guarantee of the company's strategy to create value sustainability and for customers through prosperity in the flagship solutions in 2012 provided an medium to long term.

Goods ID. Elsewhere, the In the short term, Zetes opportunity to focus the winning of new longwants to thank them entire Goods ID Division term contracts confirms for their confidence in the ideal positioning on the Group's flagship 2012 by redistributing of People ID. These a significant part of the solutions, those that bring advances are the work of company's cash flow in all Zetes employees who the most value to our the form of dividends have, by their intelligence and repurchase of own customers. and experience, shares. made possible these developments. 2013 will be a continuation of 2012 and we know we can count on them to give satisfaction to our customers. Multinational companies and national governments, everyone has shown confidence in us. Their needs are the driving force behind our innovation. Their requirements drive our motivation.

Jean-François Jacques Alain Wirtz Chairman of the Board

Chief Executive Officer

Pierre Lambert Chief Financial Officer

Message from the Executive Management

07

Committing to efficient management of the Group In 2012, the Goods ID Division has decided to concentrate its expertise on six key solutions that will be its workhorse for years to come. The new Belgian driving licence is added to the list of long-term contracts of the People ID Division. It will begin contributing to recurring revenue in the second half of 2013.

Ladies and Gentlemen, dear Shareholders, The Board of Directors is please to present you with its report for the 2012 financial year. The present report covers both the unconsolidated (parent company) and consolidated (group) financial statements. The Board attests that, to its knowledge, the unconsolidated and the consolidated annual financial statements give a true and fair view of the net assets, financial situation and results of Zetes Industries SA and, in the case of the consolidated accounts, the companies included in the consolidation.

It also attests that the management report on the consolidated financial statements includes a true and fair description of the development, operating performance and position of the company, including the companies included in the consolidation, and a description of the principal risks and uncertainties with which they are confronted.

The financial statements are in euros and apply the IFRS standards adopted by the European Union.

Commentary on the development of the company's business and its current situation Given the limited operating activity of the parent company Zetes Industries SA, it is the consolidated financial statements, which are discussed below, that provide an accurate view of the situation of the Zetes Group (Zetes Industries SA and its subsidiaries). The consolidated financial statements are presented before the appropriation of the dividend, which will be decided by the Ordinary General Meeting of 29 May 2013.

08

Zetes Annual Report

Connecting what matters

After a good year in 2011, the Company was confronted at the beginning of 2012 by an uncertain economic environment. For the Goods ID Division this situation expressed itself in highly volatile order-taking and low profitability throughout the first half. In the second half, the division found its way back to the performance levels of 2011. The People ID division, for its part, could rely on the revenue streams from its long-term contracts and ended the year with a good performance, in line with management's expectations.

Balance sheet and cash flow The slight decrease in activity (-2.9% at Group level) favourably impacted the net need for working capital, which reduced from € 13.7 million to € 12.7 million.

With equity of € 77.5 million against total assets of € 159.0 million, the solvency ratio remains at a very high 48.8% (47.9% in 2011). This ratio is even more remarkable when one bears in mind that the company proceeded in 2012 to distribute a dividend of € 2.9 million and to buy back shares (eliminated in consolidated equity) in an amount of € 1.7 million. Zetes attaches great importance to having a strong balance sheet structure as this allows it to bid for and, where appropriate, absorb very large deals.

This good financial stewardship allows it to present, after investments of over € 7.9 million, a net cash position of € +7.5 million, almost unchanged from 2011.

The cash flow from operations is € 12.4 million, which breaks down into € 10.5 million generated in the income statement and € 1.8 million linked to the reduction in

working capital needs. The cash tax expense (€ 1.7 million) explains most of the difference between EBITDA and operating cash flow. The reduced working capital need reflects the stable sales situation and good inventory and accounts receivable management.

Investments by Goods ID amount to € 4.1 million, higher than in previous years.

These break down into assets for internal use (€ 2.3 million) and assets supporting managed services (operating lease contracts with customers: € 1.8 million). € 1.8 million of development costs were also capitalised (against € 2.1 million in 2011). Investments

by People ID amount to € 1.2 million and relate essentially to improving production and personalisation equipment in Belgium.

Board of Directors From top to bottom and from left to right: Floris Vansina, Jean-François Jacques, Paul Jacques, Jean-Marie Laurent Josi, Hiram Claus, Pierre Lambert, José-Charles Zurstrassen, Michel Allé, Alain Wirtz, Olivier Gernay

These investments were made out of the company's own resources. The Group continues to generate substantial cash flows, which serve Recurring revenue to develop and expand amount to over 40% of the company, service the dividend and repurchase consolidated revenue. shares.

Income statement Group sales fell slightly in 2012 to € 214.1 million, which is 2.9% lower than in 2011. Sales by the Goods ID Division grew very slightly despite the difficult start to the year. In People ID, in the absence of any major "Build and Transfer" project with a strong hardware component, sales revenue fell by 14.5%.

Recurring revenues consist of revenues from long-term contracts ("Build and Operate") in People ID and revenues from maintenance

and consumables in Goods ID. Together, they amount to approximately € 87 million, or over 40% of consolidated revenue.

The Group's gross margin is growing in relative terms in the two divisions, highlighting the value-added strategy. In 2012 it stood at € 93.7 million, or 43.8% of sales (vs. 43.3% in 2011)

generated in the second half, which was much stronger than the first half.

Zetes incurred non-recurring costs of € 1.2 million. These relate to restructuring in Goods ID to align the costs of certain entities with their revenue and gross margin potential, and to the strategy of converting solutions into software products (cf. ‘Evolution of the business model’ on p10).

Operating expenses are up by 3.6%. However, from one half to another, this item is down 1.0%, reflecting the cost control efforts implemented during the year.

Depreciation on non-current assets of € 5.0 million is very similar to the previous year. Valuation adjustments on inventory (€ 0.4 million) and receivables (€ 0.2 million) are down slightly on 2011.

Current EBITDA amounted in 2012 to € 14.1 million. Nearly two-thirds of this was

Current EBIT reached € 6.6 million in 2012, 71% of which was generated in the second half.

Report from the board of directors

09

€ 214 million Group sales

Jerónimo Martins - Portugal

The net financial result is made up of bank charges (€ 0.2 million for cross-border payments and various guarantees such as bid or performance bonds), the foreign exchange result (€ 0.175 million ) and finally interest expense (€ 0.15 million).

Furthermore, in order to better withstand the

more volatile order-taking, which considerably This strategy enables Zetes to better serve certain economic sectors that it targets with complicates project planning and execution, sophisticated products, while retaining the Zetes evolved its business model by focusing flexibility to develop specific projects as and on its best solutions. The Division carefully when customers request this. analysed the economic sectors and areas of activity where mobility and automatic Using a common Group-created development identification solutions are the most critical and platform makes it possible to support the can therefore potentially mobile terminals of generate greater added several manufacturers Zetes clearly defines its value for customers. and most communication area of expertise in 6 Crossing these data with protocols.

Zetes' areas of expertise, solutions that meet the Customers have clearly 6 flagship solutions were expressed their interest needs of the supply chain. then identified. in these flagship products These solutions are because access to Zetes' expertise is faster and more efficient being converted into products by the Group in via products than via human beings. Some order to capitalise on the experience gained solutions, such as those hosted in the cloud, with software applications that meet the lend themselves very well to a lease rather needs of customers in a particular industry. than a sales model. In this case Zetes provides The expected productivity gains for Zetes are an integrated solution (hardware, software, substantial because all development work services) against payment per month per is now focused on a single product that is terminal for a fixed period of 3 to 4 years. continuously enriched for each key solution.

This model is very similar to that applied in Zetes' objective is for the model to be beneficial "Build and Operate" contracts in People ID, both to clients and to the Goods ID Division. and increases the predictability of income.

In this way, Zetes clearly defines its area of In some cases, the leased assets are shown expertise in 6 solutions that meet the needs in the balance sheet (see p9). But in most of the supply chain from the production unit to cases, based on agreements with the financial logistics and transport and from there to the institutions, the physical assets will be leased to the client by the latter. store.

10

Connecting what matters

The tax rate was 28.9%, close to the normative rate for the company, giving a total tax charge of € 1.4 million. Net profit was € 3.5 million, with a net current profit of € 4.5 million.

Segment reporting Goods ID activity The volatile order-taking in the first half made it difficult to plan and generate a steady income stream. This significantly impacted the results of the first half. On the other hand the more stable second half enabled Zetes to return to value added levels (gross margin) equivalent to those of the second half of 2011, with growing EBITDA. From one half to another, EBITDA multiplied by a factor of 2.3 (€ 2.2 million in H1 and € 5.2 million in H2).

On an annual basis, the performance is strongly influenced by the first half. In the second half of 2012 the division returned to profitability ratios comparable to those of 2011 (current EBITDA/ Sales of 5.8%).

Zetes Annual Report

Finally, the impact of currency fluctuations is very limited in the Division, while the analysis of performance on a constant scope basis (organic growth) shows an improvement of the results of the division (current EBITDA of € 7.7 million vs. € 7.4 million), which is explained by the poor performance of Zetes South Africa in 2012.

People ID activity The People ID Division was able to rely on "Build and Operate" contracts to generate three-quarters of its revenues of € 42.6 million.

These are down 14.5% compared to 2011, owing to the absence in 2012 of major "Build and Transfer" projects with their heavy hardware component. While the gross margin is down 9.6% in absolute terms to € 24.4 million, gross margin as a percentage of sales rose to 57.2% (vs. 54.1% in 2011), pointing to the added value delivered in all projects and the importance of services in the income of the Division.

All the "Build and Operate" contracts contributed to the result: eID and the SIS card in Belgium, eID in Portugal and in Israel, biometric passports and visas in the Côte d'Ivoire.

"Build and Transfer" projects were undertaken in the context of electoral cycles, in Sierra Leone for the United Nations and in Togo.

Other smaller projects were carried out for the banking and insurance sectors as well as for civil servant identification in Chad.

In terms of business development, the Belgian government awarded Zetes the contract for the new driving licence at the end of 2012. Zetes will produce approximately 800,000 licences a year for a minimum of five years ("Build and Operate" model).

Operating expenses are 2.8% lower, with noncritical functions for major projects always outsourced. The smaller number of large "Build

eID project - Belgium

and Transfer" projects kept operating costs down.

The Division continues to post excellent profitability ratios thanks to its strategy of value added (gross margin) and its permanent cost control.

With current EBITDA down 18% compared with 2011 to € 9.9 million, the current EBITDA to sales ratio remained at a high at 23.2% (24.2% in 2011), a percentage that is explained by the very high 'services' component in the "Build and Transfer" contract sales and the capital intensive nature of "Build and Operate" contracts, which are priced to cover the depreciation of the related investments. EBIT amounts to € 7.6 million.

Goodwill At the end of the first half, Zetes acquired InCaptio, based in Prague, Czech Republic, which specialises in Goods ID. Zetes also acquired the assets of Nitica, a Goods ID company operating out of south-west France.

On this occasion, it took over a team of 9 people.

These acquisitions generated additional goodwill of € 0.4 million, offset by a € 0.6 million downward revision of earnouts.

In total, goodwill reduced by € 0.2 million compared to 2011.

Impairment testing to validate the recoverable value of goodwill did not reveal any differences requiring the recording of impairment losses on goodwill.

Human resource management and environmental activities

€ 12.4 million Cash flow from operations

In 2012, the Group's employee count declined slightly, from 1,097 at end-2011 to 1,070 at end2012, with the limited increase in employees from the acquisitions offset by the restructuring mentioned above.

Just like intellectual property, human resources constitute a key asset of the Group. As indicated

Report from the board of directors

11

above, Zetes changed its organisation in 2012.

The competence centres now operate out of the various Group entities that concentrate the knowledge and skills of the different businesses. The competence centre teams bring together developers scattered across the Group under the responsibility of specialists in each key solution.

The company and its employees are aware of their civic responsibility in environmental matters and strive daily to implement responsible practices in this area, including limitations on travel, energy saving, waste sorting and the like.

Principal risks and uncertainties The Board of Directors presents its assessment of the risks of the Company in the 'Financial information and corporate governance' section of the annual report. These risks relate to pending litigation, human resources, the environment, exceptional events, acquisitions, new products, technologies and fraud.

The same notes also describe the Group’s exposure to pricing, credit, liquidity and cash availability, foreign exchange and interest rate risks. To cover these risks, the Company has recourse to traditional financial instruments.

It avoids instruments whose complexity

could compromise their transparency. The instruments currently used are also described under 'Financial information and corporate governance'.

Events after the closing date To date, there has been no specific post-closing event that influences the annual accounts submitted to the General Meeting.

Per share: € 0,38 dividend + € 0,17 repayment

Production-level identification

12

Zetes Annual Report

Coca-Cola - Belgium

Connecting what matters

Very good visibility on long-term People ID contracts

Prospects for 2013 and description of events that could significantly influence the company's development The Goods ID Division began 2013 with good prospects, with order-taking stronger and, especially, more regular than at the start of 2012. The six key solutions are already proving a commercial success, with the first references signed in the retail sector, as well with production companies and courier services.

Crisis and uncertainty remain a part of daily reality and can impact the pace of clients' decisions. However, investments become priority where there are new regulatory requirements (serialisation and traceability), where they improve quality of service (proof of delivery), or where they permit significant productivity gains (warehouse or retail store organisation). The 6 key solutions adopted all meet at least one of these arguments.

Border control

In terms of business development, the priority remains to conclude new "Build and Operate" contracts. While these rarely generate considerable income in the first year, it is they that ensure the prosperity of the Division in the medium and long term. Zetes is currently taking part in several bids, both in Europe and Africa, and continues its business development work on both continents.

In addition, Zetes continues to rely on its recurring business (25 to 30% of income The People ID Division is experiencing a very depending on the busy first half with degree of maturity of the launch of the new The Goods ID Division subsidiaries). This has contracts such as the taken the form until began 2013 with good Belgian driving licence. now of maintenance and prospects.

However, their earnings repair services and the contribution is expected sale of consumables mainly from the second (labels, ribbons, etc.). In the future, it will be half onwards. gradually increased by rental income (managed services), which will further increase the In summary, the good recovery of Goods ID robustness of the Division's revenue stream. combined with a similar result to last year In People ID, visibility remains very good on all long-term contracts ("Build and Operate").

The introduction of the new Belgian driving licence will gradually generate additional income, especially from the second half once all municipalities are equipped to issue the new document.

At the start of 2013, Zetes continues its voter enrolment mission in Togo. Other smaller projects are also under way.

in People ID should lead to better results in H1 2013 than the same period in 2012.

Research and development Development expenses in 2012 were € 1.8 million compared with € 2.5 million in 2011. These relate mainly to software development. The effort to convert Group solutions into standardised products is expected to continue in 2013 and to increase costs.

Branches The Group’s activity is organised via local companies which are direct or indirect subsidiaries of Zetes Industries SA. Zetes Industries SA does, however, have a dormant branch in Ireland.

Statement on Corporate Governance The Statement on Corporate Governance is included in the 'Corporate Governance' section of the 2012 Annual Report. This Declaration includes, among other things, a description of the composition and modus operandi of the Board of Directors, the main features of the internal control and risk management systems, the composition and modus operandi of the Executive Committee and the Board committees, remuneration policy and the most recent remuneration report of Zetes Industries SA, its policy in terms of social capital, measures taken to comply with Belgian rules on market abuse, the Group Code of Conduct and, lastly, dividend policy.

Conflicts of interest between directors and the company The Board of Directors has not been required to make any decision giving rise to the application of articles 523 or 524 of the Companies Code.

Report from the board of directors

13

Related party transactions

Purchase of own shares

Related party transactions during the period In 2012, Zetes Industries SA acquired 118,112 under review consist essentially of the own shares at an average price of € 14.27. At remuneration of the 31 December 2012 it Executive Committee held 215,769 own shares, (3 persons) in an amount representing 4.00% of "Build and Operate" of € 875,981 (compared the capital for a par value contracts ensure the with € 1,025,021 in of € 2.2 million. These prosperity of the People 2011). Transactions shares are held a. o. with companies linked for employee incentive ID Division in the medium to directors have been schemes or business and long term. undertaken on an arm’s combinations by means of length basis. Details exchanges of shares. on related party transactions are included in the 'Financial information and corporate Audit Committee governance' section of the annual report.

At 31 December 2012, the Audit Committee consisted of four non-executive directors, two of Article 74 of the law of 1st April 2007 whom having independent status: The information relating to article 74 of the law of 1st April 2007 on public takeover bids is given in the Corporate Governance Declaration section (Shareholding Structure sub-section) of the annual report.

Issue of subscription rights

Gruppo Iper - Italy

No subscription rights were issued in 2012. The powers of the Board of Directors to issue or repurchase shares are set out in Articles 6 and 7 of the bylaws of the company.

14

Zetes Annual Report

Connecting what matters

• Gema SPRL, represented by Mr. Michel Allé (Chairman of the Audit Committee, nonexecutive - independent director) • Mr. Paul Jacques (non-executive independent director) • Mr. Hiram Claus (non-executive - nonindependent director) • Floris Vansina BVBA, represented by Mr. Floris Vansina (non-executive - independent director) The independence of Mr. Paul Jacques (who is unrelated to Jean-François Jacques) and Mr. Michel Allé is guaranteed by the fact that none of them (or anyone with whom they are related) holds more than 10% of the voting rights of Zetes Industries SA. Their competence derives from their education and their professional experience in the financial sector.

Voice picker

Statutory auditor’s report The consolidated financial statements of the company have been audited by RSM Réviseurs d’Entreprises - Bedrijfsrevisoren, represented

by Mr. Laurent Van der Linden. The auditor has announced his intention of giving an unqualified opinion.

Proposed appropriation of the results of the Group parent company, Zetes Industries SA The statutory (unconsolidated) income statement of Zetes Industries SA shows sales of € 7 million and a net profit of € 1.1 million (€ 2.0 million in 2011). With equity of € 62.3 million (before appropriation), the company presents a very high solvency ratio of 96.9%. The Board of Directors will be proposing that the company pay an ordinary dividend of € 0.38 gross per share (giving a payout ratio of 53.5% of the consolidated net profit), payable after the Annual General Meeting. An Extraordinary General Meeting has also been convened to decide on a capital repayment of € 0.17 per share, which should allow a total payment of € 0.55 per share, equivalent to the dividend for the previous year. Given the 215,769 treasury shares held on 31.12.2012, for which an unavailable reserve of € 3.3 million has been established, the Board proposes to allocate the results of Zetes Industries SA, as detailed in the statutory annual financial statements of the Company, as follows: In € Profit for appropriation Profit for the year available for appropriation Profit brought forward Withdrawal from equity From capital and share premium account From reserves Appropriation Appropriation to legal reserve Appropriation to other reserves Gross dividend Profit to be carried forward

ImageID Technology – Campofrío, Spain

Discharge of directors and auditors It is proposed to grant discharge to the directors and the statutory auditor.

Brussels, 29 March 2013

For the Board of Directors.

1,264,198 1,053,598 210,600 816,772 816,772

Alain Wirtz Chief Executive Officer

Pierre Lambert Chief Financial Officer

52,680 0.00 1,966,099 62,191

Report from the board of directors

15

Maintaining relationships of trust

16

Zetes Annual Report

Connecting what matters

Zetes is uniquely positioned in its market, thanks to its extensive knowledge of its customers' businesses and the challenges they face, its broad international presence and its financial stability. Today, it is important for both large enterprises and governments to have a strong partner capable of accompanying them in largescale projects.

Lodging a visa application at the Côte d'Ivoire embassy - Brussels, Belgium

Visa received Brussels, Belgium

Monday - 08:10 - Boarding the plane Brussels, Belgium

Monday - 13:45 - Border control at Abidjan airport, Côte d'Ivoire

Monday - Reunion with loved ones Abidjan, Côte d’Ivoire

Zetes builds bridges between the physical world and the digital world. Its solutions are directed at, on the one hand, the various players in the supply chain and, on the other, public bodies. The former are driven by a search for optimised product traceability. This involves precise identification as well as increased visibility of movements inside the supply chain.

Governments, meanwhile, want to identify with certainty their citizens or those wishing to enter their territories.

In both cases, this means giving an identity and being able to verify this identity at any time. For this Zetes uses identification technologies (barcodes, datamatrix, RFID, voice, vision, smart cards, biometrics, etc.) and data capture technologies (hardware components) that it integrates into standardised solutions. These solutions incorporate the cumulative expertise of 30 years' presence in the field of identification, enabling the Group to offer user-friendly solutions to extremely complex problems.

Strategy

17

Zetes' strategy is based on three pillars, which are the backbone of the company and enable it to stand out truly from the competition. These pillars are reinforced with five levers that give extra traction to the Group's positioning.

Each division pursues a specific strategy, which is detailed in the "Activities" section. These varying strategies are determined by the very nature of the activities of each division, the type of customers, but also the structure of the market and of the competition. In Goods ID, Zetes is the only major market player capable of covering the entire EMEA region, while its competitors are mainly local. In People ID, the

market is much more globalised. In addition, many contracts, such as election enrolments, are one-off assignments, and do not require a permanent presence in the countries in which they are carried out.

The strategic pillars Strong specialisation Zetes is always looking for new solutions and new markets, but remains focused on automatic identification (auto-ID). To this Zetes brings its extensive knowledge of computer systems, building bridges between the physical

and digital worlds. This specialisation is a major asset in an environment with a pressing need for identification and traceability solutions, with many new regulations being adopted to combat fraud and counterfeiting. Its command of this area makes Zetes a partner of choice for finding the optimal solution to a specific need.

Complementary activities Whether to identify goods or people, customers want to ensure data integrity to protect citizens against identity theft and to assure consumers of the quality of the products they buy.

Enterprise applications ERP/WMS/TMS

Goods

Front end communication Wired & wireless networks Complementary application logic

National register AFIS system

People

Physical Identification & data capture

18

Zetes Annual Report

Digital (Secure) data communication

Connecting what matters

Host system integration

Data integrity

for national governments and companies

Morrissons – UK

The complementarity of the goods and people fields is manifested in a sharing of identification technologies, in the mobility of solutions and in data security, and leads to synergies that open the way to proposing totally new solutions.

Innovation and synergies

Europe and Africa

Relationships of trust

Zetes still sees many opportunities in Europe linked to regulatory constraints, growing traceability needs and the constant search for productivity gains. Rich in raw materials and with fast growing and migratory populations, Africa is also a market with a high demand for auto-ID solutions. The two continents therefore remain priority areas for Zetes and will allow it to continue its growth.

Strategy levers Group solutions Proprietary solutions are an essential component of the Zetes strategy. These permit a targeted approach by market and greater implementational flexibility. With 30 years of experience, Zetes is able to integrate its accumulated expertise into standardised solutions to meet the needs of players in each sector. Zetes takes a global approach, offering solutions that optimise the full range of processes in a particular environment.

Stability

The synergy between the group's various divisions and teams keeps Zetes at the forefront of its business. This exchange is cross-sectoral, cross- technology and international.

Conquering new markets reduces dependence on any one sector. Government contracts are for example less sensitive to economic cycles than business investment. Similarly, certain sectors in the supply chain may slow down while others experience growth or are subject to strict traceability regulations. The same applies to geographic diversification.

Recurring revenues also Long-term contracts contribute to the stability of the Group: long-term and an extensive range contracts and an extensive of services provide Zetes range of services provide with a guaranteed revenue Zetes with a guaranteed revenue base.

Through being attentive to the needs of businesses and working closely with its customers, Zetes becomes a preferred technology partner. This confidence can multiply base. the number projects for one and the same organisation, from different departments and with different types of solutions.

Enhancing of competences Customer contact and service quality are essential elements of the Group's success. Our employees accumulate in this way valuable experience which is translated into solutions.

This experience is the catalyst for innovation in the teams.

Strategy

19

Guaranteeing identity and enhancing traceability

20

Zetes Annual Report

Connecting what matters

In Goods ID, our customers' concerns are consumer protection and satisfaction. In People ID, governments are looking to be able to identify unequivocally their citizens or officials.

For this reason, Zetes solutions occupy a critical place in corporate and government strategies.

Bulls raised at Cuenca - Spain

Meat traced and packaged Valladolid, Spain

Burgers delivered to the supermarket right on time - Madrid, Spain

Quality dinner served right on time - Madrid, Spain

Even if aimed at different targets, there is a major convergence between the Group's two activities. Zetes' vision is one of close integration between goods and people identification. This is already the case for proof of delivery, with the need to identify the recipient at the time of delivery.

This reality is reflected increasingly in the organisation of the company, where extensive collaboration between the two divisions is extending the offerings of both Goods ID and People ID. The latest evidence is the contribution of the specialist entity which produces industrial equipment for product identification in the development of the hardware for a reliable voting solution.

People ID also integrated the Zetes proof of delivery solution in its bid for the contract for the Belgian driving licence.

Activities

21

Goods ID Continuous investment in innovation positions Zetes in lead position in the "collaborative supply chain". By linking all links in the chain, while at the same time addressing each sector’s specific problems, Zetes responds to the many challenges of protecting consumers.

A growing need for traceability Various events during the past 15 years, like the mad cow disease, swine fever, dioxin chickens, or more recently, e-coli and horse meat crises, have highlighted the importance of traceability for consumer protection.

The internet explosion has increased the need to determine the sources of the products we buy and consume. The World Health Organisation (WHO) reported in 2010 that in 50% of cases, medicines purchased from illegal sites are counterfeit, presenting a major risk to those consuming them.

Other markets are also affected by counterfeiting, like luxury goods and cosmetics. Counterfeit products not identified as such can impact brand image by not meeting the quality standards that the brand guarantees.

Whatever the specific motivations of any one market, producers need to be able to determine at any time what has happened, where, when, how and by whom, whether for an individual product or group of products. This requires total data transparency. Supply chain-related data needs to be integrated, managed and properly connected to the same supply chain, as well as available 24/7.

Zetes Annual Report

Implementation of such legislation often presents a major challenge to companies in the sectors concerned. The necessary solutions are complex and it is important to minimise the impact of implementing them on their competitiveness.

Producers need to be able to determine at any time what has been done with their products, where, when, how and by whom.

Moreover, certain pharmaceutical or luxury products end up on parallel markets, outside the regular sales channels. This impacts the income of the target brand.

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Faced with these growing problems, states and supranational organisations have begun to legislate. The EU has adopted a traceability directive in the pharmaceutical sector, which member states are required to implement no later than 1 January 2015. Similar legislation is on the way for the cosmetics and food industries.

Connecting what matters

The internet explosion: the challenges of e-commerce

Multi-channel and omni-channel retailing enable a buyer to order from anywhere and have the products delivered to different locations at his or her choice. This trend, been driven by the ubiquity of the web and smartphones, has made the retailing process much more complex.

This includes organising returns and reintegrating a portion of sales in the supply chain, a trend that could grow with increasing impulse consumption.

Businesses need to adapt to this new reality and reorganise their processes around it. A particular need here is for efficient inventory and returns management.

The fight against

counterfeiting

requires robust identification solutions

Bristol-Myers Squibb - France

Challenges of today and yesterday

• Highly specialised and motivated teams

Although faced with new challenges, companies linked into to the supply chain also continue to face organisational and competition concerns.

Zetes' Goods ID solutions meet their need to bring the right products to the right places within the set deadlines and in a cost-effective manner.

• Reinforced vertical market specialisation

In addition, by optimising their processes, companies are seeking in particular: • Error reduction • Increased productivity

A solution for every market Zetes offers its customers a suite of solutions targeted at the needs of each link in the supply chain.

• ZetesAtlas, for the manufacturing sector • ZetesMedea, for optimising warehouse processes • ZetesChronos, for the transport sector

• Better traceability

• ZetesAres, for Direct Store Delivery

• Reduced losses • Improved customer service • Reduced operating costs

Unmatched expertise

• Proven solutions

maturity. Zetes' added values lies rather in its understanding of the specific processes of each business and being able to respond appropriately. Only then can one select the technology best able to meet customer needs.

• ZetesAthena, for rationalising in-store processes • ZetesOlympus a repository for facilitating the collaborative supply chain

This portfolio has been developed based on Zetes' many years’ experience of serving the various supply chain players, each with its distinct needs.

Optimising the If this approach was organisation of returns is commonplace in the a trend that could grow past, it is no longer enough simply to offer with increasing impulse technologies, most of consumption. which have now reached a sufficient level of

Zetes has built a solid reputation in the industry, based on an organisation, the success factors of which are: • Perfect mastery of automatic identification equipment and technologies • Expertise in systems integration and implementation

Activities

23

One of these lipsticks has contaminated ingredients.

Which one?

Secure product identification and optimised traceability right along the packaging line ZetesAtlas is the basis of the Zetes collaborative supply chain, since traceability begins with the raw materials and the way they are incorporated into finished products.

This solution allows products to be identified using various technologies and data aggregation at the software level. Aggregation means obtaining a clear view as to which products are in which boxes and which boxes on which palettes.

ZetesAtlas is addressed primarily at the pharmaceutical, luxury goods, cosmetics and food processing industries, which are the main areas where traceability is required for protecting either consumer health or brand image. The chemicals and explosives markets, where traceability meets obvious security needs, are also potential targets.

Total control over the packaging process

precondition for this is excellent communication of events occurring on the manufacturing line to the data management system and vice versa.

ZetesAtlas provides the missing link between the two. The solution acts as the single intermediary between the information system and packaging line (including all peripherals such as printers, cameras, etc.).

Zetes Annual Report

The Group has been undertaking projects for manufacturing companies for many years, thanks to its print & apply machines, which are one of the components of ZetesAtlas. Its expertise in this field is based on its acquisition of several companies. Zetes has sites producing this industrial machinery in Spain and Belgium.

This feature is quite unique to the Zetes solution, which is one of the few to be able to offer full control over the entire packaging line, with most companies focusing primarily on just a part of ZetesAtlas allows to the process. This presents a significant competitive efficiently manage, secure, advantage, as companies and optimise identification can use a single partner for all their needs at manufacturing level. (labelling, serialisation, communication with ERP, etc..), thereby reducing the risks and costs associated with the proliferation of suppliers.

The ZetesAtlas packaging execution system makes it possible to manage, secure and improve identification in an optimal fashion. A

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Many years' experience of the production sector

Connecting what matters

Total visibility of the delivery process

Efficient logistic execution in warehouses Many warehouse processes are extremely expensive for companies. To improve the productivity, accuracy and efficiency of logistics providers, ZetesMedea rationalises their operations, from reception of incoming goods to order preparation and inventory management through to shipping to the final customer.

Various technologies exist to optimise these processes. ZetesMedea is able to support whatever one the customer chooses, and produce optimal data communication with the management system.

Zetes has conquered the logistics market in particular thanks to its voice solution.

It remains a leader in this field through its continuous investment in innovation. With MCL Voice, developed by its subsidiary MCL, it is now possible to interface voice with a wide range of devices to reduce operator training times.

Elsewhere, its ImageID solution serves to speed up the shipment verification process. It is in this constant search for innovation and providing additional benefits to its customers that the added value of Zetes lies.

In this way companies gain real-time visibility into the movement of goods, a significant reduction in picking and shipping errors, and a resulting reduction of wrong delivery penalties.

ZetesChronos is a proof of delivery solution that ensures that the correct package has been loaded and that the same package is delivered to the right person right on time. This solution brings together all Zetes' experience in this field, accumulated over several decades and in several countries. New features allow increased process digitisation, from parcel scanning to recipient authentication, mobile payment or uploading A4 documents. It is also possible to optimise the planning of delivery tours, to introduce a more flexible organisation of the reception of packages for shipment, etc.

This solution is therefore addressed primarily to transport companies which deliver large volumes of goods for businesses, as well as small parcel delivery companies like DHL, TNT and Chronopost.

Accurate, timely deliveries are synonymous with savings in fines, resources and error handling time.

One of these pallets will be sent to the wrong customer.

Which one?

One of these packages will be lost in transit.

Which one?

Activities

25

Traceability across the supply chain

Selling more

ZetesOlympus is a data repository positioned Certain producers sell their products directly above all the other solutions. Based on the use on the ground, in the stores. This method of the cloud, it ensures better communication permits greater flexibility and better customer between all players in the supply chain and, service, but is much more complex than a therefore, greater proof of delivery system. visibility of product Quantities that will be ZetesOlympus ensures movements within it. sold are not known at the Access to particular beginning of the day, it is better communication data about a product can important to be able to between all the actors be granted or denied take orders in situ, have within the supply chain. to one or the other all product information partner. Having complete on hand, adjust stock on information on the hand for the day after movement or handling of products available each sale, etc. Direct Store Delivery therefore in one place also provides additional security require a dedicated application, that is both extremely strong and flexible. It is this that Zetes proposes with its ZetesAres solution.

in the fight against counterfeiting and grey markets.

In addition, the use of cloud avoids ad infinitem duplication of data due to local storage. Given the increasing use of serialisation and thus unique numbering by product unit and not by batch, as is still often the case today, we are seeing an explosion of data to be recorded, with a far from negligible impact on infrastructure costs. ZetesOlympus makes it possible to better manage this problem.

This sales method is used particularly in the cosmetics and beverages sectors. A dedicated Direct Store Delivery (DSD) solution is an effective tool for placing orders in real time and reducing the time spent on administrative tasks.

One of these products will sell more.

Which one?

26

Zetes Annual Report

Connecting what matters

One of these meat packs contains antibiotics.

Which one?

Easy cloud-based in-store management applications In-store applications for managing stock shortages, prices, inventory, etc. are commonplace. However, for retailers with many branches, the use of these applications results in a significant infrastructure deployment cost, given the need for a separate infrastructure in each store. Using the cloud opens new opportunities, by managing all operations in different locations in a centralised manner. This application is made possible by the MCL Mobility Platform, designed and developed by MCL, a subsidiary of Zetes. This platform is the central element and added value generator of the ZetesAthena solution.

One branch still has the missing shirts in stock.

Which one?

Equipped with a portable terminal, employees can directly download updated information on products. In addition, the IT department is able to initiate application updates in remote mode. There is no more need to encode all ZetesAthena is directed primarily at large retail article references at each change of collection chains in the apparel, luxury goods, shoes and or when updating a electronics sectors as well local database with new as airport shops (wine, products, a process that By opting for ZetesAthena, beer, etc.). can involve encoding retail chains avoid the same data hundreds the 'hidden' costs of of times at different locations. Employees traditional in-store can focus on the heart of solutions. their business, which is selling, and provide better customer service. Tasks are performed faster, administration is reduced and information is available in real time.

By opting for this type of solution, retail chains avoid the 'hidden' costs of traditional in-store solutions: servers, databases, OS licences, infrastructure and database maintenance, disaster recovery plan, etc..

Activities

27

Zetes’ Collaborative

N° 20202020 Lot 202 2020/20/02

Product Identification Serialisation

N° 20202020 Lot 202 2020/20/02

N° 20202020 Lot 202 2020/20/02

N° 20202020 Lot 202 2020/20/02

N° 20202020 Lot 202 2020/20/02

N° 20202020 Lot 202 2020/20/02

N° 20202020 Lot 202 2020/20/02

Data Aggregation

Box Labelling

Pallet Control

Pallet Labelling

N°217 Mr Johan Schmitz

1 N°217 Mr Johan Schmitz

Proof of Delivery

Store

Proof of Delivery

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Zetes Annual Report

Connecting what matters

Put Away

e Supply Chain Solutions Produit X Quantité Y

Go to location XY, pick 1

Put Away Replenishment

Inventory

XY, 1 OK

Order Picking

Kitting

Dock Door Control

Shop express

12x

Shop �press

Direct Store Delivery

Location X Quantity Y

€

Location X Quantity Y

€

N°217 Mr John Smith

€

€

€

€

€

€

€

€

€

€

€

€

€

€

€

go to AB, put 6

COLLECT

AB, 6 OK

N°217 Mr John Smith

Replenishment

Price & Promotion Management

Inventory

Sales Escorting

Click & Collect

Activities

29

8.6% of goods

are out of stock at any one time in Europe

Solving complex problems with simple solutions

The proliferation of sales channels leads, in turn to:

Expenditure rationalisation and simplification of management

Stringent traceability requirements have made business processes very complex. At the same time, responses need to be easy to implement and use.

• An increased need to manage inventory.

The economic situation in Europe is strongly influencing companies' investment decisions.

Zetes needs to take this reality into account if it wants to maintain its leading position. For this reason its thinking is organised around several themes:

For example, serialisation provides answers to some of the "new" problems, in particular counterfeiting. Individual unit level identification makes it now possible to trace each goods item very precisely from production to sale to the final customer. Implementing this method presents, however, several challenges: • The need to implement serialisation solutions upstream of the supply chain, at the production level. It is crucial for businesses that implementation have only minimal impact on productivity. It is also important to be able to identify which products are in what boxes and on which pallets.

• The multiplication by a factor of thousands of the number of references to be introduced at each step of the chain.

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Zetes Annual Report

• The ability to track a product delivered to the customer through one channel and returned through another. An efficient delivery and product return service is a definite competitive advantage for companies selling through the internet.

The solutions that Zetes has developed meet these challenges: • Condensing into a single product all of Zetes' expertise in product identification solutions in a production environment, ZetesAtlas allows simple implementation based on proven machines and software, that easily and efficiently take care of the data.

• The cloud allows data on a particular product to be entered into a centralised database and then shared with the other actors in the chain.

• The pooling of nearly 30 years’ experience in transport and logistics and extensive experience in retail enable Zetes to offer solutions that solve most of the challenges faced by both sectors, confronted with exploding online sales.

Connecting what matters

• How to rationalise our customers' spending?

• How to simplify project management at the infrastructure level?

• How to use Zetes' potential to address this problem and to make it a key player?

Several solutions enable Zetes to meet this dual challenge: • Use of the cloud. Instead of storing the same data several times over on multiple IT structures, data is today managed centrally.

The different supply chain players or branches of the same store chain can have direct access to data without tedious and time-consuming re-encoding, enabling them to concentrate on value-adding tasks.

• Enhanced visibility of their terminals networks for businesses operating through multiple branches, and rationalising the purchase of these same terminals. This is made possible by the Zetes TotalCare platform, which can visualise the terminals in use at the various branches, and their status.

An operator can now see which devices are out of service, under repair or require an application update. Zetes TotalCare has the double advantage of a global approach with a local support for different teams in the same company. It also enables companies to better manage their budgets.

• Adapted payment models. With the 'Software as a Service', 'Infrastructure as a Service' and 'Platform as a Service' models, companies pay a price per month or per year per user. In return, Zetes looks after maintenance, software updating, etc. For the hardware, lease contracts exist. In this context, Zetes takes full responsibility for managing the network of terminals, with maintenance, repairs and spare parts. All of these payment options are condensed in the Zetes TotalFinance offering.

A solid partner Companies are looking for partners with the technical and human resources to support them in projects that are of crucial importance for their organisations. In a highly fragmented market, Zetes is ideally positioned to meet their needs, having: • The critical size required for the deployment of large-scale projects

• A solid financial foundation enabling it to make significant investments, particularly in infrastructure

Jerónimo Martins - Portugal

• A network of offices across 16 EMEA countries, for accompanying our customers' International projects.

Geographical proximity

Enhanced visibility

Zetes' Goods ID activity requires geographic proximity with its clients: knowledge of local culture, rapid response, etc. The Group is therefore seeking to epand its presence, including through acquisitions, in order better to serve businesses. As the European leader in automatic identification, it intends to further strengthen its position in the coming years.

The unique network developed in this way also makes it possible to respond to the needs of multinationals, seeking uniformity of solutions and equipment.

on terminals parks

Activities

31

Growth opportunities In Europe Europe is Zetes' historical continent, on which the company has developed an extensive network of subsidiaries. This geographical coverage puts the Group close to customers, able to correctly define their needs and intervene rapidly on the ground.

Despite the uncertainties of the macroeconomic situation in Europe, there are still growth opportunities for Zetes.

• geographically: There are still many opportunities to expand the network of subsidiaries and thus strengthen Zetes' leading position, particularly in Eastern Europe.

• in terms of business needs: Identification and traceability need change, particularly in terms of security, legislation, brand protection and multiplication of sales channels. These changes are marked by a growing desire to protect and satisfy consumers, who are increasingly particular about the origin and quality of the products they buy.

• technologically: With its size and financial solidity, Zetes can dedicate international teams to develop solutions in line with market needs and thus keep a step ahead of the competition.

Retail chains remain, via warehouse processes, the most important sector across Europe.

Warehouse productivity gains, efficiency and reduced error rates are driving activity in this sector.

"Proof of delivery" solutions are proving highly popular in the "transport and logistics" segment, combining identification and mobility competences and going at times as far as mobile payment.

100,000 operators work with Zetes' voice solution

Morrissons – UK

32

Voice picking

Zetes Annual Report

Connecting what matters

The pharmaceutical and luxury goods sectors are continuing to invest in unit-based marking and traceability solutions.

Recently, in-store sales have also begun to offer attractive growth opportunities. With newlydeveloped cloud-based solutions, store chains are now able to manage processes in their various outlets in a much simpler way. This is a real differentiator for Zetes, which has the critical mass to invest in IT infrastructure and manage itself the data relating to its customers' businesses.

In Africa In South Africa, Zetes has 5 offices in 4 cities: two in Johannesburg, one in Cape Town, one in Durban and one in Port Elizabeth.

The African continent offers great development potential with an acute need for traceability and supply chain solutions. The most promising sectors there are the exploitation of the continent's many natural resources, and its booming manufacturing industries’.

In addition, South Africa is an ideal access point to the entire sub-Saharan region.

An Post - Ireland

Two continents, one supplier

Zetes' presence in both Europe and Africa Throughout 2012, this subsidiary, deriving from is a big advantage for companies active on the acquisition of ProScan in 2011, introduced both continents. The Group is able to offer the structures and adaptations needed to the same level of align it with the other service everywhere. As subsidiaries. For this supply chains go global, On the highly fragmented it has been able to multinational companies count on the support of automatic identification are starting to look for sothe Group's European market, Zetes is the only called "glocal" solutions: offices, accustomed to a global approach but with company able to provide a work collaboratively local services and support. based on the exchange local service combined with of knowledge, expertise On the highly fragmented global solutions. and experience. automatic identification market, Zetes is the only company able to provide this level of service. This approach has earned it several major contracts and this trend is expected to continue in the years to come.

Zetes is also forming a strategic alliance with the auto-ID industry leaders of the Asian and American markets.

Activities

33

People ID The evolution of the People ID Division is characterised by a diversification of the product offering. The solutions Zetes proposes are encountering growing interest and the strategy of detaching experts to the African continent is bearing fruit. Additionally, Zetes has begun to expand its geographic sphere of influence.

Citizen identification: a challenge for each state

With its secure sites, Zetes is able to undertake the production and personalisation of:

People identification solutions are intended for states and governments, for whom a good view of the populations residing on or passing through their territories is essential, including and in particular for:

• Electronic identity cards

• organising democratic elections • controlling of migration flows • administrative management • human resource management (civil servants, police, military, etc.).

The main challenge facing States in this area is to combat identity theft and counterfeiting.

Zetes' solutions provide effective responses to this major concern, covering the entire chain of production and control of high security identity and travel documents: • Biometric enrolment

• Biometric electronic passports • Driving licences • Biometric visas • Voter cards • Healthcare cards

Good growth prospects A solid reputation Zetes' People ID solutions are proving highly successful, owing in particular to the company's good reputation in this field, based on the success of the projects it has undertaken in recent years. This accumulation of references is essential and guarantees the growth of its People ID business.

Zetes has developed and implemented • Centralisation solutions for countries Zetes' People ID • Creation of population including Belgium, the solutions are proving databases or registers Democratic Republic of Congo, Togo, Burundi, • Information control highly successful, owing Gabon, Cape Verde, and eliminating in particular to the Benin, Côte d'Ivoire, duplicates company's good reputation Israel, Luxembourg and • Documents production Portugal. In 2012, Zetes in this field.

• Documents teams worked more personalisation particularly on projects in • Secure transportation of documents Togo, Sierra Leone and Chad.

• Data reading and identity control Another reason for the Group's success is the (administration, border control, elections, comprehensiveness of its offer, enabling a etc.). country's authorities to entrust a single supplier with the implementation of highly complex projects.

• Secure data transfer

34

Zetes Annual Report

Connecting what matters

40 million

identity documents produced

Border control

Stability and quality A mixed model The business model of the People ID activity is established on the basis of "Build & Operate" (BO) and "Build & Transfer" (BT) contracts.

Candidate A:

4892 Candidate B: 1234 Candidate C: 5367

BT type projects, most of them currently in Africa, are more limited in time frame. These are biometric enrolment projects in the context of elections, civil servant censuses, etc..

Electronic voting process

Potential of electronic voting Interest in electronic voting is increasing around the world. This form is indeed often faster, more efficient and more reliable than the paper voting process. More specifically it permits: • Enhanced voting confidentiality and secrecy • Immediate and reliable counting with guarantees of integrity and control tools • Reduction of paper support-related errors by eliminating manual reading and counting

BO contracts involve projects to produce secure documents (e.g. Belgian and Israeli identity cards, Ivorian biometric passports, etc.). These are concessions granted by States for periods extending over several years. Such contracts require significant front-end investment, but the recurring revenue they generate over the life of the contract offers considerable visibility and predictability to the Division.

However, the effectiveness of the system depends to a large extent on the supplier.

Zetes has developed its own electronic voting system in response to growing demand from the market and given the complementarity of such a solution with its existing portfolio. The company has extensive experience in biometric voter identification and the constitution of electoral lists for election projects. This makes it particularly sensitive to issues of privacy and security surrounding such projects.

Local reputation As a Belgian-based company, Zetes won its spurs by implementing its home country’s eID project. With this success behind it, it took part in other innovative governmentinitiated projects, thereby winning the trust of government agencies in other countries.

Zetes helped develop the kids-ID, and cards for foreigners and for Belgians residing abroad.

It has also provided biometric enrolment equipment to Belgian consular posts for

Activities

35

producing visas and personalises health insurance cards for its own country's citizens.

are also very open to innovative solutions that facilitate citizen acceptance.

Early in 2012, Zetes decided to detach specialists from the Division to Africa, working out of its offices in Côte d'Ivoire and South Africa (Goods ID). The goal is to build teams gradually, as a function of projects that arise, Expansion in EMEA and be able in this way The successful project to cover sub-Saharan Zetes developped an completions in Belgium Africa with greater eVoting system due to a have allowed Zetes to proximity. This approach expand elsewhere in is promising and the growing market demand.

EMEA. Reasons for number of potential focusing on this area are projects is increasing. many. This area requires Elsewhere, the Secursizeable investment in business development. eVote solution is arousing considerable interest, Additionally, sales cycles are long and require including projects outside Europe and subsustained efforts. The choice of Africa is easily Saharan Africa, which are Zetes' traditional justified: many states there have no national zones of influence. registry. Population identification needs are therefore numerous. Leaders in these countries The driving licence project that was awarded to the Group at the end of 2012 illustrates this essential component of its strategy.

Innovation: a growth factor The Division's portfolio of solutions and services continues to expand, both in order better to meet the expectations of the company's clients, and to be able to cover the full range of identification and authentication processes.

Thus Zetes has added iris recognition as an additional technology for biometric identification. The development of an automatic e-gate for border controls is also under way.

A comparison of the biometric information captured during the border crossing and that encrypted in a passport or visa, can serve to grant or deny travellers access to a particular country. The Division has also included in its offering the proof of delivery solution of the Goods ID Division, allowing it to track the delivery of driving licences to the municipal administrations of the Belgian State.

Congratulations from UNDP in Sierra Leone 2012 saw Zetes take part in the electoral project in Sierra Leone. At the request of UNDP, Zetes produced and delivered the voter lists along with 2.7 million voter cards. Zetes' AFIS skills and its experience in card production/ personalisation and in logistics enabled it to carry out this project in record time.

Executing it was a real challenge in terms of timing and earned the People ID teams the congratulations of the UNDP for the quality of their work.

© Barbara-Anne Krijgsman

36

Zetes Annual Report

Connecting what matters

Focus on security Person identification touches on the concepts of privacy and confidentiality. It is therefore imperative to provide maximum assurances of security both in the management of data and in the documents themselves.

This translates into several measures: • "Live enrolment": based on fixed and/or mobile kits, Zetes' solutions ensure unity of time and place when collecting biographic and biometric information.

• Data encryption for both transferring information and restricting access to certain data contained in a document to its owner only.

• The use of advanced materials and techniques in document production to ensure their non-reproducibility.

• Holding ISO 27001 certification for the secure management of sensitive information.

Zetes continues to invest constantly in this area, to ensure that authorities and citizens enjoy maximum protection of their data.

The Belgian driving licence The Federal Public Service (FPS) Mobility and Transport of the Belgian State has entrusted Zetes with the production, personalisation and distribution of the new driving licence.

Around 800,000 documents will be produced, personalised and distributed each year, starting in February 2013, during this 5-year contract.

This project is a good example of complementarity between the two divisions of the Group, as the proof of delivery solution developed by the Goods ID specialists for transport and logistics enterprises is used here to ensure rapid and optimal communication with the authorities. Data on the delivery of licence in a particular municipality are transmitted within 15 minutes of arrival. In combination with a secure web application for checking at any time the status of production, volumes issued, etc., FPS Mobility and Transport has constant, excellent visibility on the status of orders.

Activities

37

Enrolment

AFIS

At this initial stage, the biographical and/or biometrical data of each person to be identified are recorded with the aid of fixed or mobile identification stations.

Thanks to a high-performance information checking system (AFIS or Automated Fingerprint Identification System), Zetes searches for duplicate entries. If the system finds that identical biographical and/ or biometrical details exist more than once, an alarm is raised and the identities of the people involved are verified.

Centralisation

Database / national register

Once the personal data have been recorded, they are centralised in a single, structured database. These data are transferred in an encrypted manner via satellite communication, the Internet, or digital media.

38

Zetes Annual Report

Once all the data has been verified, a reliable database is available that, if necessary, can be used to prepare a population register. A register of this sort is still currently lacking in many countries.

Connecting what matters

PASSEPORT

Document delivery

Control

When handing over the document, a civil servant re-checks the citizen's biometric data. If the document contains encrypted data, the citizen has previously received a PIN code which, for increased security, may be changed at the time of delivery.

The information gathered is verified against the existing database. The implementation of biometry and AFIS allow the detection of fraudulent individuals attempting to present themselves under a false identity.

B

Production / personalisation The verified data can also be used to produce and/or personalise secured documents. These documents might be electronic ID cards, biometric electronic passports, visas, driving licences, voter cards, social security cards, and so on.

Online applications The electronic identity card allows remote identification on the Internet, giving access to a number of applications and secure portals. These can be private or public, such as electronic signing of documents or tax returns in Belgium.

Activities

39

Stimulate creativity by sharing

40

Zetes Annual Report

Connecting what matters

In Goods ID, 2012 marked a turning point in terms of innovation. Zetes began packaging its solutions by creating 6 key products which meet to the critical supply-chain needs of various sectors. In People ID, the Group continued to work on improving its solutions by integrating the latest technologies to enhance security and ergonomics.

Luxury handbag, made in Italy

Delivered to the store and authenticity controlled - Berlin, Germany

Stock check: just one article available - Berlin, Germany

Sold: in a few seconds Berlin, Germany

Innovation is at the very basis of the creation of a company like Zetes. It is essential to its proper functioning, and indeed its very survival. A new idea does not stay new long. Zetes needs to invest constantly in order to maintain its competitive advantage. Innovation places Zetes in a leader position. The Group has been a pioneer in many areas: introducing barcodes at supermarket level, voice recognition in warehouses or electronic identity cards at national government level.

Tomorrow, as today, Zetes will focus on innovation and on implementing best technologies for goods and people identification. This active and responsible approach is in line with the needs of businesses and governments. The investments also reflect Zetes' vision of increasing integration between the two divisions.

Innovation

41

To encourage innovation, Zetes believes firmly and exchange and collaboration, which is promoted at various levels:

• barcode

• Between experts within the same division

• RFID

• Between the Group's international subsidiaries

• biometrics

Unit identification (serialisation) is gradually replacing batch identification, increasing exponentially the amount of data needing to be stored, accessed and enriched. The cloud offers new opportunities by linking all players in a supply chain to a shared, centralised and secured database. All product information (components, production and best before dates, movements, etc..) are found there, allowing As traceability is becoming better life cycle visibility and reducing the costs a major concern for of investment in IT infrastructure. society and corporations,

• vocal • imaging solutions

• datamatrix

• Between Goods ID and People ID

• smart cards

• Between the company and its customers

• label printing/ application

6 key solutions

• etc.

In 2012, Zetes started to package solutions that meet the specific needs of different markets: manufacturing, storage, transportation and logistics, Direct Store Delivery and retail. These solutions are based on Zetes' many years’ experience in the supply chain sector. Adapted to the specific processes of each market, they avail of the diverse technologies in which Zetes has developed considerable expertise over the years:

Backed by this knowledge, Zetes has set itself the task of combining the different technologies and creating synergies to bring new benefits to its customers.

the cloud offers new opportunities.

New trends, such as cloud, are also part of the Zetes offering, and in particular for the ZetesAthena and ZetesOlympus solutions.

For Zetes, this offers a significant competitive advantage because it is the only company to both

• own a portfolio of solutions covering the entire supply chain, • possess the necessary critical mass to support major projects requiring consistency in terms of solutions, materials and implementation.

For international projects, it can rely on its network of subsidiaries in the EMEA zone.

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Each solution is supported by an international team of experts. These BSGs (Business Solution Groups) each consist of ten or so experts from different countries. This strategy makes it possible to bring together the expertise distributed across different territories and to ensure a coordinated approach to each vertical market, while respecting the specificities of each region.

To ensure consistency and optimal communication between teams, Zetes has established an Academy. The aim is to enable the managers of different departments or the teams responsible for different solutions to meet at regular intervals and keep abreast of the latest technological and sales and marketing developments. It also allows teams

to discuss best practices and work together to develop and promote solutions. The conclusions and results of this work are then passed on to the other Group employees. Zetes hopes in this way to continue to centralise the knowledge of its specialists and continue to evolve its solutions in line with market developments.

This Academy project complements the 'Update Week' that the Group organises every year, when technicians, developers and the sales, marketing and management teams of the various Group subsidiaries meet and discuss the latest technological developments, along with the specificities of the various vertical markets. The Academy is a unique opportunity to share best practices across borders. Contacts are maintained throughout the year, allowing employees to benefit from experience acquired elsewhere and optimising the resources applied to various projects.

In addition, the General Managers of all countries meet twice a year. These meetings are an opportunity to report on activities and present the most interesting projects at the international level.

New solutions in perspective for People ID

E-voting solution

production capabilities of Goods ID. It is this collaboration that is enabling solutions such as Secur-eVote, the fixed biometric enrolment station, and now e-gate to emerge.

The People ID Division used 2012 to work Similar collaboration also takes place at the on improving existing software level. Indeed, for solutions, both hardware tracking the issuance of The complementarity and software. New the driving licences that between Goods ID and technologies like iris Zetes is now producing recognition, were for the Belgian State, People ID provides a clear integrated. Development People ID proposed the competitive advantage to of an e-gate is also ZetesChronos proof under way. This will of delivery solution the company. allow automatic indentity developed by Goods ID. control at national This complementarity borders by comparing the traveller's biometric between the two divisions provides a clear information with that contained in the passport competitive advantage to the company. or the central database. The e-gate will All these examples point to the key role of strengthen the division's offering. National innovation in the Group's strategy and the Group governments have already expressed interest in will continue to invest in it in the future. this solution.

For developing the hardware of its solutions, the People ID Division avails of the design and

Innovation

43

Enhancing our employees' skills

44

Zetes Annual Report

Connecting what matters

Zetes' social responsibility is focused primarily on its employees and on the secure nature of the solutions it places on the market. The latter contribute to the better protection of consumers and citizens. At employee level, Zetes introduces structures and tools for knowledge sharing and skills development.

Drug produced Agen, France

Drug delivered to the distribution centre and authenticity control - Durban, South Africa

Delivered the same day to the pharmacy - Durban, South Africa

Injected at the hospital - Durban, South Africa

For Zetes, social responsibility is therefore hard-wired into the very structure of the Group and is at the heart of its activities.

Attention to employee' well-being and personal development is essential to motivation. This is particularly important to the extent that our employees provide the contact with the customer and need to be the driving force of innovation.

At the same time, the protection of consumers and citizens are major concerns of civil society and therefore, by extension, of Zetes' customers, both corporate and government. Combating counterfeiting, quality of goods consumed, authentication of persons and, by extension, border controls, are all challenges which Zetes is meeting by developing and improving its solutions.

Social Responsibility

45

more than 1,000 employees in the EMEA zone

Update week 2012 - Lisbon

Employment Zetes' main driving force, its employees Zetes owes its success primarily to its employees. Being largely a services company, its main asset is the strong relationships that it creates with its customers. For this, an indepth understanding of the markets in which these customers operate is essential, as are mastery of the various automatic identification technologies and an excellent understanding of local cultures.

Capitalizing on know-how All this makes the knowledge and know-how of the company’s personnel a crucial asset which Zetes makes every effort to retain.

Consequently, when integrating the new employees and their know-how in acquisition situations, Zetes takes care to avoid losing the skills brought on board.

Sharing between colleagues, old and new, can enhance individual skills and strengthens the Group as a whole. In this sense, the contribution of the acquired companies is often extremely beneficial, in terms both of technology knowhow gained and of more detailed knowledge of markets (both vertical and geographical).

Evolution through exchange Faced with a fast-changing world, and, in particular, constantly changing technologies and a clientèle seeking productivity gains, whilst subject to increasingly complex regulations, it

46

Zetes Annual Report

is imperative for employees to be constantly updating their skills. Zetes has therefore introduced structures for sharing knowledge and capitalising on existing experience.

Committing to the "Nos Enfants Cardiques" charity

This sharing takes concrete form in the annual 'Update Week and Sales Conference' and in the recently created Zetes Academy, mentioned in the section on Innovation. These initiatives are essential, not only for innovation, but also for the personal growth of employees, who can use them to deepen and diversify their knowledge.

For the past several years, Zetes has joined forces with the "Nos Enfants Cardiaques" association for the annual Brussels 20 km road race. This charitable organisation, composed of parents of children with heart defects and members of the healthcare team at the Cliniques Universitaires Saint-Luc in Brussels, seeks to improve the well-being of children with heart defects and their families.

For several years, internal training and the recruitment of highly qualified personnel have enabled Zetes to significantly strengthen skill levels and customer service effectiveness.

This collaboration is an opportunity for the Group's employees participate in a sporting event, as part of a team of 250 runners, to support this charity.

Respect for the indivual Zetes is vigilant to ensure that its personnel are not subjected to discrimination of any kind, racial, physical, political, religious, or sexual. The company respects all employment legislation within the European Union and in countries outside the EU where it operates.

Zetes offers its personnel a proper level of social benefits, often over and above statutory requirements. It also seeks to contribute to the development of less favoured regions, such as Africa, by recruiting and training local workers and entrusting them with technical and managerial responsibilities. Currently, the two Zetes divisions employ around 200 people in Africa.

Connecting what matters

Better identification and traceability = better protection Zetes solutions are employed by public institutions and businesses to improve their management and, in the private sector, to gain competitive advantage. At the same time they provide answers to problems of counterfeiting or identity fraud.

depends. In 2012, Zetes helped prepare the elections in Sierra Leone for the United Nations.

• Combating identity theft

Protection of citizens People identification is vital to ensuring democratic rights, such as electoral participation and the protection of personal data. More specifically, Zetes’ solutions provide an answer to needs relating to: • Preparing a democratic electoral process

Producing reliable voter lists is a real challenge for countries with no national population register. With its biometric enrolment solution, Zetes offers an answer to the requirement of one citizen = one vote.

It is on the success of the voter enrolment operation that the electoral process

Incorporating biometric data in identity documents guarantees that the document holder is the person he or she claims to be.

By comparing a citizen's fingerprints with an existing database, it is possible to prevent a person from assuming two different identities or from trying to steal someone else's identity.

• Combating fraud

As well as personal data, it is also necessary to protect the document itself. The identity documents Zetes produces incorporate security features that are provenly impossible to reproduce. Zetes is currently involved in eID projects in Belgium (national identity cards, foreign residents cards, kidsID), Portugal and Israel.

Sensitive data protection.

The processing of citizen-related data calls for a very advanced level of protection and, hence for secure data management systems. In this way, Zetes became one of the first businesses in its sector to be awarded the ISO 27001 certification for the production of eID and eTravel documents (passports, visas, etc). This is the only internationally recognised standard that defines security prerequisites for the implementation of an Information Security Management System (ISMS).

This competence was initially developed for sensitive projects such as those in the People ID area, which involve ensuring the security of citizens' data for national governments. It is, however, an increasingly valuable asset in Goods ID too, where companies are tending to outsource the management of their IT infrastructure in order to focus on their core business.

Consumer protection In recent years, consumers and, more specifically, consumer health, have become a central concern of the supply chain. Sectors such as the food and pharmaceutical industries need to comply with increasingly strict national and supranational regulations. Unit identification makes it possible, for example, to combat counterfeit medicines. Better labelling makes it easier to determine the origin of food products. The portfolio of solutions that Zetes has developed meets these societal issues by introducing new elements such as the use of the cloud. ZetesOlympus, for example, makes it possible to collect all data related to a product and give secure access to this database to the various players in the supply chain. Traceability of defective products or the identification of counterfeit goods is greatly facilitated.

Environmental protection The streamlining of processes inevitably involves the dematerialisation of information and the automation of information flows. To achieve this, Zetes makes particular use of mobile communications. Whether by optimising supply chains or the use of electronic signatures, this remote exchange of information contributes to reducing physical movement. At company level, process automation results in diminished errors, with a knock-on reduction in losses during production or further along the supply chain. All companies are looking to efficiently manage their mobile assets (vehicles, pallets, tools, etc.). Identifying and locating these in real-time makes it possible to optimise the quantities in use and hence reduce consumption and production.

CERP - Belgium

Social Responsibility

47

Keeping investors well informed: a priority

48

Zetes Annual Report

Connecting what matters

Clear communication on the Group's achievements and goals ought to enable investors to gain an accurate picture of its financial health and its prospects.

Therefore, Zetes works continuously to improve its communication tools.

Tuesday, 10:15 - Package delivered at collection centre - Dublin, Ireland

Tuesday, 11: 20 - Package arrives at the distribution centre Dublin Ireland

Tuesday, 16: 46 - Package embarked on plane to Lisbon - Portugal

The company pays particular care to the preparation of its annual and interim results. Management takes care to remain accessible, especially to answer questions that might arise in investors' minds. The website is updated at regular intervals, with emphasis on ease of navigation to enable investors to locate as quickly and easily as possible the information they need.

The Group also seeks to reward investors for the confidence they place in it, and distributes them a significant part of the earnings achieved, in the form of dividends (â‚Ź 2.9 million in 2012) or of treasury share purchases (â‚Ź 1.7 million in 2012).

Wednesday, 09:30 - Package delivered in perfect condition, just in time for his birthday Lisbon, Portugal

Shareholders information

49

Sarah Dheedene and Benoît Heins

Contacts

Financial information

Calendar

ZETES INDUSTRIES SA

The company’s annual report will be sent to registered shareholders, and to others upon request. This report, as well as any other public information, can be obtained from the Company’s headquarters and via the website www.zetes.com.

Annual General Meeting: last Wednesday of May – May 29, 2013 at 10:00 am

Da Vinci Science Park Rue de Strasbourg 3 B-1130 Brussels RPM : 0425.609.373.

Tél. +32 (0)2 728 37 11 Fax +32 (0)2 728 37 51

Investor relations and communications Investor Relations: Benoît Heins Press Relations: Sarah Dheedene Tél. +32 (0)2 728 37 11 Fax +32 (0)2 728 37 51 E-mail : investor@zetes.com Euronext Brussels : ZTS

Individuals who would like to be on our distribution list for press releases may inform us of their interest by sending an email to investor@zetes.com or by registering on our website.

Financial services are provided in Belgium by KBC Bank.

KBC Bank : Avenue du Port 2 – 1080 Brussels

Publication of half year results: last week of August – August 30, 2013 Publication of full year results: third week of March 2014

Dividend A dividend of € 0.38 gross per share (coupon No. 8) will be proposed at the AGM of 29 May 2013.

The "ex-date" (on which the buyer of the share is no longer entitled to coupon no.8, which is retained by the vendor), is 25 June 2013. The payment date is 28 June 2013. The dividend is payable at KBC Bank, the company's principal paying agent.

An Extraordinary General Meeting has also been convened to decide on a capital repayment of € 0.17 per share (coupon no. 9). This, with the dividend, should allow a total payment of € 0.55 per share, equivalent to the dividend for 2011.

50

Zetes Annual Report

Connecting what matters

CONSOLIDATED DATA PER SHARE (€)

2007

2008

2009

2010

2011

2012

Capital and reserves

11.89

12.51

13.17

14.64

14.70

14.77

Cash flow

2.55

2.39

2.03

2.76

2.72

2.01

Current EBITDA

2.86

2.82

2.55

3.59

3.50

2.69

Current net profit (Group share)

1.26

1.20

1.06

1.63

1.31

0.86

Net profit (Group share)

1.16

1.11

0.96

1.57

1.18

0.70

Net profit (excluding discontinued operations)

1.16

1.11

0.96

1.57

1.18

0.70

Number of shares at December 31

5 389 714

5 389 714

5 389 714

5 389 714

5 389 714

5 389 714

Average number of shares

5 389 714

5 386 299

5 342 394

5 324 566

5 331 111

5 247 116

Average number of shares for calculating diluted earnings

5 595 990

5 386 299

5 342 394

5 324 566

5 331 111

5 247 116

Diluted current net profit (Group share)

1.21

1.20

1.06

1.63

1.31

0.86

Diluted net profit (Group share)

1.12

1.11

0.96

1.57

1.18

0.70

Diluted net profit (excluding discontinued operations)

1.12

1.11

0.96

1.57

1.18

0.70

Gross dividend / Capital repayment

0.360

0.360

0.360

1.000

0.550

0.550

Net dividend / Capital repayment

0.270

0.270

0.270

0.750

0.413

0.455

Highest price

25.0

21.6

17.7

17.7

18.8

16.4

Lowest price

20.2

10.9

12.0

14.5

15.3

12.6

Price at December 31

20.8

12.8

16.4

17.4

15.9

15.0

Price / earnings at December 31

17.9

11.5

17.0

11.1

13.4

21.4

Gross dividend yield

1.7%

2.8%

2.2%

5.7%

3.5%

3.7%

Net dividend yield

1.3%

2.1%

1.7%

4.3%

2.6%

3.0%

Annual volume ('000 of shares)

1 006

954

471

626

1 100

772

Annual volume ('000 of EURO)

23 511

15 685

7 280

10 292

18 935

11 613

112 106

68 988

88 122

93 781

85 481

80 954

Market capitalization at December 31 ('000 EUR)

ISIN codes Zetes Industries share: BE0003827442 Zetes Industries strip : BE0005600714

www.zetes.com/AR2012

Publication Zetes Corporate Marketing & Communication Executive Editor Pierre Lambert, CFO Da Vinci Science Park Rue de Strasbourg 3 B-1130 Brussels

Design www.chocoweb.be Layout and production www.visible.be

This report was written in French. The Dutch and English versions are provided for the convenience of the reader. Only the French version is legally binding.