OFFER DOCUMENT. Voluntary Public Takeover Offer. (Cash Offer) AMS Acquisition B.V. Newtonlaan BP Utrecht The Netherlands

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1 NON-BINDING ENGLISH TRANSLATION. IN CASE OF ANY DISCREPANCY BETWEEN THE ENGLISH TRANSLATION AND THE GERMAN VERSION THE GERMAN VERSION PREVAILS. Mandatory publication in accordance with Sections 34, 14 para. 2 and para. 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) Shareholders of Teleplan International N.V. in particular those who have their place of residence, seat (Sitz) or place of habitual abode outside the Federal Republic of Germany are requested to take note of the section "General Information and Notes for Shareholders" contained in Section 1 of this Offer Document. OFFER DOCUMENT Voluntary Public Takeover Offer (Cash Offer) by AMS Acquisition B.V. Newtonlaan BP Utrecht The Netherlands to the shareholders of Teleplan International N.V. Schiphol Boulevard BG Schiphol The Netherlands to acquire their bearer ordinary shares with a nominal value of EUR 0.25 per share in Teleplan International N.V. against a cash payment of EUR 2.50 for each share in Teleplan International N.V. Acceptance Period: 10 January 2011 until 7 February :00 h CET unless the Acceptance Period is extended Teleplan International N.V. Shares: WKN / ISIN NL Teleplan International N.V. Tendered Shares: WKN A1H5BJ / ISIN NL Teleplan International N.V. Subsequent Tendered Shares: WKN A1H5BK / ISIN NL

2 Table of Contents 1. General Information and Notes for Shareholders Implementation of the Takeover Offer in accordance with the provisions of the German Securities Acquisition and Takeover Act Publication of the Offer Document Acceptance of the Offer outside the Federal Republic of Germany Publication of the Decision to Make the Takeover Offer Information regarding the Statements Contained in the Offer Document General information Status and Source of the Information Contained in the Offer Document Forward-looking Statements No Updates Summary of the Offer Offer Subject of the Offer Offer Price Beginning and End of Acceptance Period Extension of Acceptance Period Additional Acceptance Period Offeror's Group Offeror Current Shareholdings in Offeror and AMS Holding Structure Chart Persons Acting in Concert with the Offeror Shares currently held by the Offeror or Persons Acting in Concert with it or their Subsidiaries / Attribution of Voting Rights Description of Teleplan Legal Basis Capital Structure Overview of the Business Activities of the Teleplan Group Boards Extraordinary General Meeting of Shareholders of Teleplan Persons Acting in Concert with Teleplan Background and Objectives of the Offer

3 8.1 Background Merger Protocol Irrevocable Undertakings Intentions of the Offeror in respect of Teleplan Future Business Activities, Assets and Obligations of Teleplan Management Board and Supervisory Board of Teleplan Management Equity Program Employees, Conditions of Employment and Employee Representation of Teleplan Possible Structural and Other Measures at Teleplan Future Business Activities and Seat of Teleplan Future Business Activities and Seat of the Offeror Offer Price Minimum Offer Price Adequacy of the Offer Price Official Approvals and Proceedings Approval by BaFin Merger Clearance Conditions of the Offer Conditions Waiver of the Conditions Non-satisfaction of the Offer Conditions Announcement of the Satisfaction or Non-Satisfaction of the Offer Conditions Acceptance and Implementation of the Offer Central Settlement Agent Acceptance of the Offer Additional Declarations by Accepting the Offer Payment of the Purchase Price and Implementation of the Offer Trading of Tendered Shares on the Stock Exchange Rescission if the Conditions of the Offer are not met Costs Implementation of the Offer in Case of Acceptance during the Additional Acceptance Period Financing of the Offer

4 14.1 Maximum Amount of Consideration to be Financed Financing the Offer Confirmation of Financing Expected Effects of the Offer on the Assets, Financial and Earnings Positions of the Offeror Methodology, Reservations and Assumptions Expected Effects on the Individual Financial Statements of Offeror Gilde Buy-Out Fund IV Anticipated Consequences for Shareholders of Teleplan who do not accept the Offer Right of Withdrawal Management Board and Supervisory Board of Teleplan Statement on Advantages or Benefits for Members of the Management Board or the Supervisory Board of Teleplan Reasoned Statement / Position Statement Functions of Members of the Management Board and the Supervisory Board of Teleplan at Offeror and at Persons acting in Concert with it Results of the Offer and other Announcements Tax Settlement Agent Applicable Law/Jurisdiction Declaration of Assumption of Responsibility...56 Annexes Page Annex 6.3 Structure Chart of Bidder's Shareholder Structure 55 Annex 6.4: Annex 7.6: Persons acting in concert with the Offeror according to Sec. 2 para 5 WpÜG 56 Persons acting in concert with Teleplan according to Sec. 2 para 5 WpÜG 57 Annex 12.1(h): Companies active in the business of Teleplan 60 Annex 14.3: Financing Confirmation by ABN AMRO Bank N.V., Frankfurt Branch 61 4

5 1. General Information and Notes for Shareholders 1.1 Implementation of the Takeover Offer in accordance with the provisions of the German Securities Acquisition and Takeover Act The following takeover offer (the "Offer") by AMS Acquisition B.V., a private company with limited liability organized under the laws of The Netherlands (besloten vennootschap met beperkte aansprakelijkheid) with corporate seat in Utrecht, The Netherlands, registered with the Trade Register of the Chamber of Commerce (Kamer van Koophandel) of Midden Nederland under register number (the "Offeror"), is a voluntary public takeover offer for the purpose of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG") for the acquisition of all issued shares in Teleplan International N.V., a public limited liability company organized under the laws of The Netherlands (naamloze vennootschap) with corporate seat in Amsterdam, The Netherlands, registered with the Trade Register of the Chamber of Commerce (Kamer van Koophandel) of Amsterdam under register number ("Teleplan"). The Offer is made exclusively in accordance with the laws of the Federal Republic of Germany, particularly the WpÜG. Since Teleplan is organized as a public limited liability company (naamloze vennootschap) under the laws of The Netherlands and has its registered office in The Netherlands, while the shares in Teleplan are admitted to trading on a regulated market exclusively in Germany, pursuant to Section 2 para. 3 no. 2 WpÜG in conjunction with Section 1 para. 3 WpÜG the WpÜG is applicable for matters relating to the consideration, the contents of the offer document and the offer procedure. Pursuant to the provisions of the WpÜG and Section 2 of the WpÜG Applicability Ordinance (WpÜG-AnwendbarkeitsVO), these matters shall be assessed by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) (the "BaFin"). In matters relating to company law, in particular the percentage of voting rights which confers control and any derogation from the obligation to launch an offer, as well as the permissibility of possible defence mechanisms initiated by the management board and supervisory board of Teleplan, Dutch law, including the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht, "FSMA"), the Dutch Public Offer Decree (Besluit openbare biedingen Wft, "PO Decree") and the Dutch Corporate Governance Code (De Nederlandse corporate governance code), applies. The Offer is made to all shareholders of Teleplan (the "Teleplan Shareholders") and refers to the acquisition of all shares in Teleplan. The Offeror may acquire, or make arrangements to acquire, shares in Teleplan on or off the stock exchange otherwise than pursuant to the Offer during the period in which the Offer remains open for acceptance, provided that this complies with the applicable German legal provisions, in particular the WpÜG. Information about such acquisitions or arrangements to acquire will be published in Germany in the Electronic Federal Gazette (elektronischer Bundesanzeiger) and on the Internet at 5

6 Such information will also be published by way of a non-binding English translation on the Internet at This Offer will not be implemented in accordance with the provisions of any legal regime other than those of the Federal Republic of Germany. In consequence, no other registrations, approvals or authorizations for this offer document (the "Offer Document") and/or the Offer have been applied for or arranged with securities regulation authorities nor are any intended. Teleplan Shareholders therefore cannot rely on the application of foreign regulations to protect investors. No other documents form part of the Offer. Although the Offeror published a non-binding English translation of the German Offer Document, the German Offer Document version alone is binding. BaFin has examined the Offer Document in the German language in accordance with German law and approved its publication. 1.2 Publication of the Offer Document The Offeror has published the Offer Document (in German and a non-binding English translation thereof, which has neither been reviewed nor approved by BaFin) in accordance with Sections 34, 14 para. 2 and para. 3 WpÜG on 10 January 2011 by (i) announcement on the internet at and (ii) making copies of it available (in German and in the form of a non-binding English translation) for distribution free of charge at Deutsche Bank AG, Taunusanlage 12, Frankfurt am Main, Germany, fax +49 (0) , address dct.tender-offers@db.com. The notification regarding (i) the internet address where this Offer Document is published and (ii) the availability of copies of the Offer Document at Deutsche Bank AG, Taunusanlage 12, Frankfurt am Main, Germany, fax +49 (0) , address dct.tender-offers@db.com was published on 10 January 2011 in the electronic German Federal Gazette (elektronischer Bundesanzeiger). The publication, dispatch, dissemination or distribution of the Offer Document or any other documents related to the Offer outside the Federal Republic of Germany may fall within the applicable scope of provisions of legal regimes other than those of the Federal Republic of Germany in which the publication, dispatch, dissemination or distribution of the Offer Document is subject to statutory restrictions. The Offer Document and any other documents related to the Offer therefore may not be dispatched to, published, distributed or disseminated in, countries, by third parties, if and to the extent that such dispatch, publication, dissemination or distribution would violate applicable laws or is dependent on official proceedings or official approval or the fulfilment of additional conditions and such approval is not obtained or such conditions are not fulfilled. 6

7 The Offeror has not authorized any publication, dispatch, dissemination or distribution of the Offer Document or any other documents related to the Offer outside the Federal Republic of Germany by third parties. Neither the Offeror nor the persons acting in concert with the Offeror within the meaning of Section 2 para. 5 WpÜG bear any responsibility whatsoever for whether the publication, dispatch, dissemination or distribution of the Offer Document outside the Federal Republic of Germany complies with the provisions of legal systems other than those of the Federal Republic of Germany. Upon request, the Offeror will make the Offer Document available to the custodian banks or other securities services providers where shares of Teleplan are kept, and upon request send the Offer Document to Teleplan Shareholders with permanent or habitual residence, domicile or seat (Sitz) in the Federal Republic of Germany. These banks and securities services providers may not otherwise publish, dispatch, distribute or disseminate the Offer Document unless this takes place in compliance with all applicable domestic and foreign laws. 1.3 Acceptance of the Offer outside the Federal Republic of Germany The Offer may be accepted by all domestic and foreign Teleplan Shareholders in accordance with the Offer Document and any applicable legal provisions. The Offeror, however, would like to point out that accepting the Offer outside the Federal Republic of Germany may be subject to legal restrictions. It is recommended that Teleplan Shareholders who wish to accept the Offer outside the Federal Republic of Germany and/or are subject to the provisions of legal systems other than those of the Federal Republic of Germany, inform themselves on the relevant applicable legal provisions and restrictions and comply with them. The Offeror and the persons acting in concert with the Offeror within the meaning of Section 2 para. 5 WpÜG do not assume any responsibility for whether the acceptance of the Offer outside the Federal Republic of Germany is permitted under the relevant applicable legal provisions. 2. Publication of the Decision to Make the Takeover Offer The Offeror published its decision to make the Offer on 28 November 2010 in accordance with Section 10 para. 1 sentence 1 WpÜG. The publication is available on the internet at 3. Information regarding the Statements Contained in the Offer Document 3.1 General information Except as otherwise stated, references to time in this Offer Document are references to Central European Time ("CET"). A "Banking Day" refers to any day on which banks are open for general business in Frankfurt am Main, Germany and a "Trading Day" refers to a day on which shares are traded on the floor (Parketthandel) on the Frankfurt Stock Exchange. To the extent that expressions such as "currently", "at the present time", "at the moment", "now", "at present" or "today" are used in this Offer Document, except as otherwise stated, they refer to the date of publication of this Offer Document, i. e. 10 January

8 The Offeror has not authorized third parties to make statements about the Offer or this Offer Document. If third parties nevertheless make such statements, these shall neither be attributable to the Offeror, nor to persons acting in concert with the Offeror. 3.2 Status and Source of the Information Contained in the Offer Document All statements, views, intentions and forward-looking statements contained in the Offer Document are, unless otherwise explicitly stated, based on the information and plans available to the Offeror on the date of the publication of the Offer Document as well as certain assumptions made by the Offeror as of that date. Unless otherwise explicitly stated, all information is based on generally accessible information sources. In particular, the Offer Document is based on the annual report of Teleplan as of 31 December 2009 and the quarterly report of Teleplan as of 30 September 2010, both published and available on the Internet at and presentations.aspx. In addition, the Offeror has been provided with certain information in the course of a due diligence review which was carried out from 29 September through 19 October 2010, particularly information regarding the legal, financial, tax and operative situation of Teleplan and its affiliated companies (the "Teleplan Group") were disclosed to the Offeror. In addition, the Offeror has gained an overview over Teleplan's overall situation in the context of management meetings and site visits which took place in the period from 18 October until 22 October Unless otherwise explicitly stated, this information has not been verified by the Offeror. 3.3 Forward-looking Statements This Offer Document and the documents referred to in it contain certain forward-looking statements. Such statements are, in particular, indicated by terms such as "expects", "believes", "is of the opinion", "attempts", "estimates", "intends", "assumes" and "endeavours". Such statements express intentions, views or current expectations of the Offeror with regard to possible future events. Particulars, views, intentions and forward looking statements are, except as otherwise expressly stated, based on certain information available to the Offeror on the date of publication of this Offer Document and on certain assumptions, intentions and assessments made by the Offeror at that time. They are subject to risks and uncertainties and therefore they may turn out to be incorrect. 3.4 No Updates The Offeror will update this Offer Document (also with regard to any changed intentions of the Offeror) only to the extent required by applicable law. 8

9 4. Summary of the Offer This summary does not contain all information in respect of the Offer and, accordingly, must be read in conjunction with the more detailed information in other parts of this Offer Document. Offeror: Target Company: Subject of the Offer: Consideration: Conditions: Acceptance Period: Additional Acceptance Period Acceptance: AMS Acquisition B.V., a private company with limited liability organized under the laws of The Netherlands with corporate seat in Utrecht, The Netherlands, Newtonlaan 91, 3584 BP Utrecht, The Netherlands Teleplan International N.V., a public limited liability company organized under the laws of The Netherlands with corporate seat in Amsterdam, The Netherlands, Schiphol Boulevard 201, 1118 BG Schiphol, The Netherlands The acquisition of all bearer ordinary shares in Teleplan with a nominal value of EUR 0.25 per share (ISIN NL ), together with all ancillary rights (including dividend entitlement which exist at the time of the settlement of the Offer). Cash payment of EUR 2.50 per Teleplan Share. The Offer is subject to the conditions specified in Section 12.1 of the Offer Document. They consist of, in particular, confirmation by the merger authorities in Germany and The Netherlands that no filing for merger control clearance is required or if a filing for merger control clearance is required, merger control clearance by the merger authorities in Germany and The Netherlands, reaching a minimum acceptance threshold of 75%, the non-occurrence of certain events, the non-performance of certain actions by Teleplan as well as Teleplan not withdrawing its recommendation of the Offer. In case the conditions precedent have neither been fulfilled in due time nor waived until one business day prior to the expiry of the Acceptance Period, the Offer and the agreements which come into existence as a result of accepting the Offer will lapse and not be executed. 10 January 2011 to 7 February 2011, 24:00 hours CET Presumably 11 February 2011 to 24 February 2011, 24:00 hours CET Acceptance of the Offer is to be declared in writing vis-à-vis the respective Teleplan Shareholder's custodian bank or other securities services enterprise which hold the Teleplan Shares in safekeeping. The acceptance will become effective upon re-booking the Teleplan Shares for which the Offer is to be accepted in due time into international securities identification no. ISIN NL / WKN A1H5BJ or ISIN NL / WKN A1H5BK (depending on whether the Offer for Teleplan Shares is accepted within the Acceptance Period or the Additional Acceptance Period). 9

10 Costs of Acceptance: Trading on the Stock Exchange: Publications: For the Teleplan Shareholders, acceptance of the Offer shall be free of costs and charges of its relevant custodian bank and other securities services enterprise, if and to the extent those maintain a securities account with Clearstream Banking AG (except for costs of transmission of the declaration of acceptance). Any costs and charges levied by custodian banks and other securities services enterprises outside of the Federal Republic of Germany, which do not have a securities account with Clearstream Banking AG, have to be borne by the accepting Teleplan Shareholder. It is anticipated that the Teleplan Shares for which this Offer has been accepted in the Acceptance Period (in this Offer Documents also referred to as "Tendered Shares") will be tradable on the Regulated Market (Regulierter Markt) of the Frankfurt Stock Exchange under WKN A1H5BJ (ISIN NL ) presumably from the second Trading Day of the Acceptance Period until expiry of the Additional Acceptance Period or, if the Merger Clearance Conditions specified in Section 12.1(e) of this Offer Document have not been fulfilled by that date, until no later than three Trading Days prior to the settlement of this Offer. It is further anticipated that the Teleplan Shares for which this Offer has been accepted in the Additional Acceptance Period (in this Offer Documents also referred to as "Subsequently Tendered Shares") which have been re-booked into WKN A1H5BK (ISIN NL ), will not be tradable. However, if the Merger Clearance Conditions specified in Section 12.1(e) of this Offer Document have not been fulfilled by the end of the Additional Acceptance Period, the Teleplan Subsequently Tendered Shares will be re-booked into WKN A1H5BJ (ISIN NL ) presumably five Trading Days after the expiration of the Additional Acceptance Period and included in the listing under this ISIN. In this case, trading will presumably be suspended no later than three Trading Days prior to the settlement of the Offer. The possibility to trade Teleplan Shares in respect of which this Offer is not accepted remains unaffected by the Offer. This Offer Document as well as a non-binding English translation version thereof (which has neither been reviewed nor approved by BaFin) have been published on 10 January 2011 on the internet at and by making copies of it available (in German and in the form of a non-binding English translation) for distribution free of charge at Deutsche Bank AG, Taunusanlage 12, Frankfurt am Main, Germany, fax +49 (0) , address dct.tender-offers@db.com. In addition, an announcement pursuant to Section 14 para. 3 sentence 2 no. 2, 2nd half sentence WpÜG of (i) the internet address on which the Offer Document is available and (ii) the availability of copies free of charge at Deutsche Bank AG, Taunusanlage 12, Frankfurt am Main, Federal Republic of Germany, Telefax No.: +49 (0) , dct.tender-offers@db.com has also been published in the Electronic Federal Gazette (elektronischer Bundesanzeiger) on 10 January All further notifications and announcements required by the WpÜG in connection with this Offer will be published on the internet ( as well as in German language in the Electronic Federal Gazette (elektronischer Bundesanzeiger). 10

11 5. Offer 5.1 Subject of the Offer The Offeror hereby offers to all Teleplan Shareholders to purchase and acquire their bearer ordinary shares in Teleplan (ISIN NL ) with a nominal value of EUR 0.25 per share together with all ancillary rights (including dividend entitlement which exist at the time of the settlement of the Offer) (each share is referred to in this Offer Document as "Teleplan Share" and collectively as "Teleplan Shares") on the terms contained in this Offer Document. 5.2 Offer Price The Offeror offers to all Teleplan Shareholders a cash payment in the amount of EUR 2.50 per Teleplan Share as purchase price (the purchase price for a Teleplan Share also referred to in this Offer Document as the "Offer Price"). 5.3 Beginning and End of Acceptance Period The acceptance period for this Offer (including any extensions as specified in Section 5.4 hereinafter referred to as the "Acceptance Period") begins with the publication of the Offer Document on 10 January The Offer can be accepted up until 7 February 2011, 24:00 hours CET Notice: Information on the acceptance and settlement of the Offer can be found in Section Extension of Acceptance Period The Acceptance Period may be extended as follows: (a) (b) Extension in case of Amendment of the Offer The Offeror may amend this Offer pursuant to Section 21 para. 1 WpÜG up to one working day prior to the Acceptance Period expires. If the Takeover Offer is amended within the last two weeks before expiration of the Acceptance Period, the Acceptance Period will be extended by two weeks, i.e. until 21 February 2011, 24:00 hours CET. This also applies should the amended Offer violate any provisions of law. Extension in case of Competing Offer If a third party makes a competing offer pursuant to Section 22 para. 1 WpÜG (the "Competing Offer") prior to the expiry of the Acceptance Period and the Acceptance Period of this Offer expires prior to that of the Competing Offer, the Acceptance Period of this Offer will end upon expiry of the acceptance period of 11

12 (c) the Competing Offer. This also applies if the Competing Offer is amended or prohibited or violates any provisions of law. Extension in case a General Meeting of Teleplan is called If a general meeting of Teleplan is called in connection with this Offer after the publication of this Offer Document, the regular Acceptance Period will be extended to ten weeks from the publication of the Offer Document and would then expire 21 March 2011, 24:00 hours CET. The invitation to the extraordinary general meeting of Teleplan published on 17 December 2010 as described in Section 7.5 of this Offer Document does not lead to a mandatory extension of the Acceptance Period. 5.5 Additional Acceptance Period Teleplan Shareholders who do not accept the Offer during the Acceptance Period may still accept the Offer within two weeks after the Offeror's announcement of the preliminary results of the Offer pursuant to Section 23 para. 1 no. 2 WpÜG (in this Offer Document also referred to as "Additional Acceptance Period"), if the Offer Conditions other than the Offer Condition described in Section 12.1(e) (Merger Clearance) of this Offer Document have been satisfied at the end of the Acceptance Period or have been waived. The Additional Acceptance Period will presumably commence on 11 February 2011 and end on or around 24 February 2011, 24:00 hrs CET. Teleplan Shareholders should therefore not rely on being able to accept the Offer during the Additional Acceptance Period. Subject to the extension of the Acceptance Period, as discussed in Section 5.4(a), the Additional Acceptance Period is expected to begin on or around 24 February 2011 and to end on or around 9 March 2011, 24:00 hrs CET. The Offer can no longer be accepted once the Additional Acceptance Period has expired. 6. Offeror's Group 6.1 Offeror The Offeror is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands with its corporate seat (statutaire zetel) in Utrecht, The Netherlands, registered with the Trade Register of the Chamber of Commerce (Kamer van Koophandel) of Midden Nederland under register number It was incorporated on 24 November 2010 under the name GBOP Acquisitions III B.V. with its corporate seat in Utrecht, registered with the Trade Register of the Chamber of Commerce (Kamer van Koophandel) of Midden Nederland under register number The change of the company name to AMS Acquisition B.V. became effective on 25 November The Offeror's authorized share capital (maatschappelijk kapitaal) amounts to EUR 90,000. Its issued share capital (geplaatst kapitaal) amounts to EUR 18,

13 The Offeror s financial year corresponds to the calendar year. Apart from its future shareholding in Teleplan, the Offeror does not own any other assets. The Offeror does not have any employees. The Offeror s sole managing director is AMS Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands with its corporate seat (statutaire zetel) in Utrecht, The Netherlands, registered with the Trade Register of the Chamber of Commerce (Kamer van Koophandel) of Midden Nederland under register number ("AMS Holding") The Offeror does not have a supervisory board. The objects of the Offeror are: to incorporate, to participate in any way whatsoever in, to manage, to supervise businesses and companies, to finance businesses and companies; to render advice and services to businesses and companies with which the company forms a group and to third parties; to grant guarantees, to bind the company and to pledge its assets for obligations of businesses and companies with which it forms a group and on behalf of third parties; to trade in currencies, securities and items of property in general; to develop and trade in patents, trade marks, licenses, know-how, copyrights, data base rights and other intellectual property rights; to perform any and all activities of an industrial, financial or commercial nature; and to do all that is connected therewith or may be conducive thereto, all to be interpreted in the broadest sense. 6.2 Current Shareholdings in Offeror and AMS Holding (a) (b) The authorized share capital (maatschappelijk kapitaal) of the Offeror amounts to EUR 90,000 and is divided into 900,000 ordinary shares with a nominal amount of EUR 0.10 each. The issued share capital (geplaatst kapitaal) of the Offeror amounts to EUR 18,000 which is entirely held by AMS Holding. AMS Holding's authorized share capital (maatschappelijk kapitaal) amounts to EUR 90,000 and is divided into 900,000 shares with a nominal amount of EUR 0.10 each, consisting of 400,000 ordinary shares, 250,000 preferred shares A and 250,000 preferred shares B. The issued share capital (geplaatst kapitaal) of AMS Holding amounts to EUR 18,000 and is divided into 180,000 ordinary shares of which 33,420 (approximately 18.57% of the share capital and the voting rights) ordinary shares are held by Gilde Buy-Out Fund IV Coöperatief U.A. and 146,580 (approximately 81.43% of the share capital and the voting rights) ordinary shares are held by Gilde Buy-Out Fund IV C.V. AMS Holding's financial year corresponds to the calendar year. Apart from its shareholding in the Offeror, AMS Holding does not own any other assets. Since 21 December 2010, its managing director is Gilde IV Management B.V., a limited liability company (besloten 13

14 (c) (d) vennootschap met beperkte aansprakelijkheid) under the laws of The Netherlands with its corporate seat (statutaire zetel) in Utrecht, The Netherlands, registered with the Trade Register of the Chamber of Commerce (Kamer van Koophandel) of Midden Nederland under register number ("Gilde IV Management"). AMS Holding does not have a supervisory board. Gilde Buy-Out Fund IV Coöperatief U.A. is a cooperative association (coöperatie met uitsluiting van aansprakelijkheid) organized under the laws of The Netherlands, having its registered office and principal place of business at Newtonlaan 91, 3508 AB Utrecht, The Netherlands. Its members are Gilde Buy- Out Fund IV Partners C.V., a limited partnership (commanditaire vennootschap) organized and registered as a limited partnership under the laws of The Netherlands, having its registered office and principal place of business at Newtonlaan 91, 3508 AB Utrecht, The Netherlands, holding a participation in the amount of approximately 1.001%, Stichting Gilde Buy-Out Fund IV, a foundation under Dutch law, having its registered office at Newtonlaan 91, 3508 AB Utrecht, The Netherlands, holding a participation in the amount of approximately 9.325% and various (mainly institutional) investors holding a participation in the amount of approximately %. None of these investors controls Gilde Buy-Out Fund IV Coöperatief U.A. Gilde Buy-Out Fund IV Coöperatief U.A. is managed by its manager Gilde IV Management. The other members do not have any managing or other veto or similar rights. Gilde Buy-Out Fund IV Partners C.V.'s general partner without capital interest is Gilde IV Management. Its limited partners are partners and employees of the advisory companies Gilde Buy Out Partners B.V., Utrecht, The Netherlands, Gilde Buy-Out Partners AG, Zurich, Switzerland and Gilde Buy-Out Partners S.A.S., Paris, France. Such advisory companies render certain advisory services to Gilde IV Management. Gilde Buy-Out Fund IV C.V. is a limited partnership (commanditaire vennootschap) organized and registered as a limited partnership under the laws of the Netherlands, having its registered office and principal place of business at Newtonlaan 91, 3508 AB Utrecht, The Netherlands. Its general partner without capital interest is Gilde IV GP C.V., a limited partnership (commanditaire vennootschap) organized and registered as a limited partnership under the laws of The Netherlands, having its registered office and principal place of business at Newtonlaan 91, 3508 AB Utrecht, The Netherlands., whose general partners (both without capital interests) are Gilde IV Management and BOF IV GP LP, a limited partnership organized under the laws of Guernsey having its registered office and principal place of business at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL. Based on respective contractual agreements, Gilde IV GP C.V. is solely managed by Gilde IV Management. Gilde IV GP C.V.'s sole limited partner is GIBO IV MLP Limited, a limited liability company incorporated under the laws of the Island of Guernsey, having its registered office and principal place 14

15 (e) (f) of business at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL, which also does not have any representation or management rights. Gilde Buy-Out Fund IV C.V.'s sole limited partner is Gilde Buy-Out Fund IV CV Investors L.P., a limited partnership organized under the laws of Guernsey having its registered office and principal place of business at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL, whose general partner without capital interest is also BOF IV GP LP. and whose limited partners are Gilde Buy-Out Fund IV CV Partners L.P. with a nominal capital interest of less than 0.01% and Gilde Buy-Out Fund IV Exclusive L.P., with a nominal capital interest of approximately 0.81%, both limited partnerships organized under the laws of Guernsey and having their registered office and principal place of business at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL, as well as various (mainly institutional) investors with capital interests in the total amount of approximately 99.18%. None of these investors controls Gilde Buy-Out Fund IV CV Investors L.P. Both, Gilde Buy-Out Fund IV CV Partners LP's and Gilde Buy- Out Fund IV Exclusive LP's general partner (without capital interest in each case) is BOF IV GP LP. BOF IV GP LP's sole limited partner is GIBO IV MLP Limited and, its sole general partner without capital interest is BOF IV GP Co. Limited, both of which are limited liability companies incorporated under the laws of the Island of Guernsey, having their registered office and principal place of business at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL. The share capital of these two companies is held by trustees under the terms of a charitable purpose trust established under the laws of the Island of Guernsey under the name "Gilde Buy-Out Fund III Charitable Trust". Gilde Buy-Out Fund III Charitable Trust is a trust under the laws of the Island of Guernsey which acts through its trustee, IPES Trustees Limited, a limited liability company incorporated under the laws of the Island of Guernsey, having its registered office and principal place of business at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL. Beneficiaries of Gilde Buy-Out Fund III Charitable Trust are charitable institutions. The trust is managed by the trustees, which manage the assets of the trust in the name and on the account of beneficiaries of Gilde Buy-Out Fund III Charitable Trust. Sole shareholder of IPES Trustees Limited is IPES Trustees Guernsey Limited, the sole shareholder of which is IPES Holdings Limited. Sole shareholder of IPES Holdings Limited is IPES Guernsey Holdings Limited. All of these companies are limited liability companies incorporated under the laws of the Island of Guernsey, having their registered office and principal place of business at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL. The shares in IPES Guernsey Holdings Limited are held by institutional investors and members of the management of the before mentioned companies. Together, Gilde Buy-Out Fund IV Coöperatief U.A. and Gilde Buy-Out Fund IV C.V. form the "Gilde Buy-Out Fund IV" and always act in concert on the basis 15

16 (g) 6.3 Structure Chart of contractual arrangements. As investment funds, they are financed by a variety of (mainly institutional) investors. Any of these investors invests only in one of the entities forming the Gilde Buy-Out Fund IV. None of the investors controls Gilde Buy-Out Fund IV Coöperatief U.A. and Gilde Buy-Out Fund IV C.V. Based on respective contractual agreements, both companies are controlled by Gilde IV Management. The shares in Gilde IV Management are held by partners and employees of the advisory companies Gilde Buy Out Partners B.V., Gilde Buy-Out Partners AG, Zurich, Switzerland and Gilde Buy-Out Partners S.A.S., Paris, France. However, none of these partners and employees control Gilde Buy-Out Fund IV nor does any of these partners and employees have any veto or similar rights. The structure chart attached as Annex 6.3 illustrates in simplified form the Offeror's current shareholder structure described in Section Persons Acting in Concert with the Offeror A table of persons acting in concert with the Offeror within the meaning of Section 2 para. 5 WpÜG at the time of publication of this Offer Document and their holding companies or companies with whom the Offeror acts in concert with respect to Teleplan respectively is attached as Annex 6.4. Other persons acting in concert with the Offeror do not exist. The Offeror itself does not have any subsidiaries. 6.5 Shares currently held by the Offeror or Persons Acting in Concert with it or their Subsidiaries / Attribution of Voting Rights On the date of the publication of this Offer Document, neither the Offeror nor any persons acting in concert with the Offeror or their subsidiaries hold any shares in Teleplan; no voting rights arising from Teleplan Shares are attributable to them. Furthermore, neither the Offeror nor any persons acting in concert with the Offeror or their subsidiaries have agreed on or completed the acquisition of Teleplan Shares within the last six months prior to the publication of the Offeror's decision to make the Offer pursuant to Section 10 para. 1 WpÜG and prior to the publication of the Offer Document pursuant to Section 14 para. 2 WpÜG, except for the Irrevocable Undertakings as set forth in Section 8.3 of this Offer Document. In this regard, Gilde Buy-Out Fund IV Management B.V., a person acting in concert with the Offeror, and the Offeror have entered into irrevocable undertakings (the "Irrevocable Undertakings" and each an "Irrevocable Undertaking") with certain major shareholders as well as members of the management and the supervisory board pursuant to which they have obliged themselves to accept the Offer for their Teleplan Shares and, as the case may be, Teleplan Options (as defined in Section 7.2(a) of this Offer Document). These Undertakings are described in more detail in Section 8.3 of this Offer Document. 16

17 7. Description of Teleplan Teleplan is a public limited liability company (naamloze vennootschap) orgainsed under Dutch law. Teleplan is the ultimate parent company of the Teleplan Group, which is engaged in supplying high-tech after-market services and providing total lifecycle care solutions for computers, communications and consumer electronics. The lifecycle care concept ranges from simple repairs to sophisticated technological and electronic solutions. Headquartered in Schiphol, The Netherlands, Teleplan operates as of 30 September 2010 from 18 sites in Europe, North America, Asia and Australia with approximately 5,226 employees. 7.1 Legal Basis Teleplan is organized as a public limited liability company (naamloze vennootschap) incorporated under the laws of The Netherlands with corporate seat in Amsterdam, The Netherlands. Teleplan is registered with the Trade Register of the Chamber of Commerce (Kamer van Koophandel) of Amsterdam under trade register number As of 7 January 2011, Teleplan s issued share capital (geplaatst kapitaal) amounts to EUR 15,134, and is divided into 60,537,859 bearer ordinary shares with a nominal amount of EUR Teleplan Shares are traded in the regulated market (Regulierter Markt) in the sub-sector Prime Standard at the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under securities identification code (ISIN NL ) and over-the-counter (Freiverkehr) at the stock exchanges in Munich, Berlin, Düsseldorf, Hamburg, Hannover and Stuttgart. The objects of Teleplan s business (Unternehmensgegenstand) are: to render services in the field of the repair and after market services of electronic devices; to render services to conduct the management of other companies and/or enterprises; to participate in or gain financial or different interests in companies and/or enterprises, irrespective of their object, including entering into agreements on behalf of those companies to invest capital in immovable property or as the case may be register goods, securities and other property elements; and to perform everything which in the broadest sense of the word is connected with the objects mentioned before. Teleplan's financial year corresponds to the calendar year. 17

18 7.2 Capital Structure On 7 January 2011 the authorized share capital (maatschappelijk kapitaal) of Teleplan amounted to EUR 16,250,000. The authorized share capital is divided into 65,000,000 bearer ordinary shares, each with a nominal value of EUR 0.25, of which 60,537,859 shares were issued and outstanding. As of 7 January 2011, Teleplan s issued share capital amounts to EUR 15,134, and is divided into 60,537,859 bearer ordinary shares with a nominal amount of EUR (a) (b) Options According to the information provided to the Offeror by Teleplan, on 7 January 2011 Teleplan has granted under its management equity incentive plan 1,304,566 option rights to certain members of the management which are exercisable, if fully vested, at an exercise price below the Offer Price and which entitle their holders to purchase Teleplan shares (the "Teleplan Options"). As of 7 January 2011, a total of 1,304,566 Teleplan Options were outstanding. The Teleplan Options are only exercisable following expiry of the vesting period, unless (i) a change of control in the company has occurred and (ii) the supervisory board resolves that the Teleplan Options will be exercisable promptly following such change of control. A change of control occurs when a person secures (i) by means of the holding of shares or the possession of voting rights in or relating to Teleplan or (ii) by virtue of any powers conferred by the articles of association or any other document regulating Teleplan that the affairs of Teleplan are conducted in accordance with the wishes of such person. As described under Section 8.3 of the Offer Document, the Offeror has entered into agreements to purchase 1,050,000 Teleplan Options which entitle their holder to purchase 1,050,000 Teleplan Shares following settlement of the Offer. Warrants According to information provided to the Offeror by Teleplan, 632,072 warrants, each entitling its holder to acquire one new Teleplan Share per warrant, which were outstanding, have been cancelled following the refinancing of Teleplan, which occurred on 30 November Overview of the Business Activities of the Teleplan Group Teleplan and the companies being part of the Teleplan Group are engaged in the supply of high-tech after-market services and total lifecycle care solutions for computers, communications and consumer electronics. Teleplan's financial year corresponds to the calendar year. In the financial year 2009, Teleplan Group generated a consolidated turnover of approximately EUR million (as determined in accordance with IFRS). The consolidated earnings before interest, taxes, depreciation and amortisation (EBITDA) amounted to approximately EUR 33.8 million. 18

19 According to its 9-months-report as of 30 September 2010, which is the most recent report published by Teleplan, Teleplan Group's consolidated turnover in the first 9 months of the financial year 2010 is approximately EUR million. In such period, Teleplan Group's consolidated earnings before interest, taxes, depreciation and amortisation (EBITDA) amounted to approximately EUR 18.2 million. The earnings per share in such period amounted to EUR On 30 September 2010, Teleplan Group employed approximately 5,226 employees. 7.4 Boards As of the date of publication of this Offer Document the members of the management board (Raad van Bestuur) of Teleplan are Mr. Gotthard Haug (CEO) and Mr. Thiem Schoonderbeek (CFO). The supervisory board (Raad van Commissarissen) of Teleplan consists of seven persons. Members of the supervisory board of Teleplan are Mr. Adrian S. Schmassmann (chairman), Mr. Dimitri J. Goulandris, Mr. Rolf Huber, Mr. Massimo G. Pedrazzini, Mr. Hendrikus Visser, Mr. Robert M. Westerhof and Mr. Sigfridus J.L.H. Van der Zee. 7.5 Extraordinary General Meeting of Shareholders of Teleplan Under Section 18(1) of the PO Decree, Teleplan is obliged to convene an extraordinary general meeting of Teleplan Shareholders in connection with the Offer. The purpose of such extraordinary general meeting of Teleplan Shareholders is to inform the Teleplan Shareholders of, and discuss, the terms of the Offer. Such extraordinary general meeting of Teleplan Shareholders is to be held no later than six business days prior to the expiry of the initial Acceptance Period. The invitation to the extraordinary general meeting of Teleplan Shareholders needs to be published not later than on the 42 nd day prior to the date of the extraordinary general meeting of Teleplan Shareholders. On 17 December 2010, Teleplan published on its website, in the Electronic Federal Gazette (elektronischer Bundesanzeiger) as well as in the Börsen Zeitung, an invitation to such an extraordinary general meeting of shareholders, which is scheduled to take place on 28 January 2011 at the World Trade Center, Conference Centre, Tower A, 4th Floor, Schiphol Boulevard 127, 1118 BC Schiphol, The Netherlands. It is contemplated that during such extraordinary general meeting of Teleplan Shareholders the general meeting will resolve, effective from the conclusion of the extraordinary general meeting of Teleplan Shareholders, on: (a) (b) the appointment of Messrs. Bala and Obermeier as additional members of Teleplan's management board; the discharge of Messrs. Goulandris, Pedrazzini and Visser who will resign as members of Teleplan s supervisory board as of the date of the extraordinary general meeting of Teleplan Shareholders. It is further contemplated that during the extraordinary general meeting of Teleplan Shareholders the general meeting will also resolve, subject to settlement of the Offer and effective from the date on which that settlement is completed, on 19

20 (c) (d) (e) (f) the appointment of the representatives of the Offeror Messrs. Molenaar and Pronk as members of the Teleplan s supervisory board. the reduction of the number of members Teleplan's the supervisory board from seven to five; the discharge of Messrs. Huber and Van der Zee who will resign as members of Teleplan s supervisory board as of the date on which settlement of the Offer is completed; and an amendment of Teleplan's articles of association whereby the key changes against the current articles of association can be summarized as follows: (i) (ii) (iii) Article 2 (Objects) is amended such that Teleplan's objects would now also include to grant guarantees, to bind itself or grant security of its assets for the benefit of other group businesses or companies or third parties, Article 24 (Profit and Loss) will be amended such that (x) the management board now requires the approval of the general meeting to reserve an amount of the profits, (y) also the general meeting alone may resolve upon an interim dividend or to distribute dividends in whole or in part in the form of Teleplan shares or shares in subsidiaries and (z) the general meeting may resolve to make distributions on shares to the debit of the distributable part of the shareholders' equity, and the general meeting may resolve to amend the articles of association or to dissolve the Company without a respective proposal by the management board being required. If the above-mentioned proposals are passed by the general meeting, Teleplan s management board will after conclusion of the extraordinary general meeting of Teleplan consist of the following four members: Messrs. Haug, Schoonderbeek, Bala, and Obermeier. Teleplan s supervisory board will then consist of the following four members: Messrs. Schmassmann, Westerhof, Huber and Van der Zee. Subsequently, the Supervisory Board will as of settlement of the Offer, consist of the following four members: Messrs. Schmassmann, Westerhof, Molenaar and Pronk. After settlement of the Offer and most likely at Teleplan s annual general meeting of shareholders in 2011 a fifth member of Teleplan s supervisory board will be appointed. The notice convening the extraordinary general meeting of Teleplan and the agenda with explanatory notes (which includes the proposed text for the amendment of the articles of association) were made available on Teleplan s website ( on 17 December

21 7.6 Persons Acting in Concert with Teleplan To the knowledge of the Offeror, persons acting in concert with Teleplan (within the meaning of Section 2 para. 5 sentence 2 in conjunction with sentence 3 WpÜG) are the subsidiary companies listed in Annex 0 in which Teleplan either directly or indirectly holds the majority of shares or voting rights. 8. Background and Objectives of the Offer 8.1 Background A successful completion of the Offer provides Teleplan with the possibility of a further strategic development and the continuance of the current growth strategy. The Offeror intends to support Teleplan in further developing and consolidating its market position and to promote medium term growth potential. In particular, a successful completion of the Offer should allow Teleplan to get better access to external financing for further investments. 8.2 Merger Protocol On 28 November 2010, the Offeror and Teleplan have entered into a merger protocol (the "Merger Protocol") in which the parties have agreed on the major terms of the Offer and have outlined the key parameters of the future organizational and corporate governance structure following a successful Offer. The main contents of the Merger Protocol can be summarized as follows: (a) (b) Terms and Conditions of the Offer In the Merger Protocol, the Offeror agreed to make this Offer in accordance with certain terms and conditions set forth in the Merger Protocol such as the Offer Price and the conditions to this Offer as set out in Section 12.1 of this Offer Document. The Offeror remains free to amend the Offer in accordance with the WpÜG by offering a higher cash consideration than the Offer Price and/or waiving in accordance with Section 12.2 of this Offer Document in whole or in part the Conditions to this Offer. Support of the Offer The management board and the supervisory board of Teleplan have unanimously resolved on the date of the Merger Protocol to (i) support the Offer and refrain from making any contradictory statements in this respect, (ii) recommend the Offer for acceptance to the Teleplan Shareholders and (iii) repeat such supporting statements in their recommendation statement pursuant to Section 18(2) and Annex G of the PO Decree and their reasoned opinion pursuant to Section 27 WpÜG. Furthermore Teleplan has engaged ABN AMRO Bank N.V, which issued a fairness opinion in connection with the Offer dated 28 November 2010 stating that it considers the Offer Price to be fair, from a financial point of view, to the Teleplan Shareholders. 21

22 (c) (d) Competing Offer Teleplan further agreed not to solicit directly or indirectly for Competing Offers (konkurrierende Angebote). In case of an unsolicited Competing Offer or another proposal made by a bona fide third party that would involve a change of control of Teleplan, which is in the reasonable opinion of the supervisory board and the management board of Teleplan, having consulted its legal and financial advisors and taking into account the identity and track record of the Offeror and that of such third party, certainty of execution (including certainty of financing and compliance with all anti-trust and other regulatory laws), conditionality, the nature of the consideration, the future plans of such third party with respect to Teleplan and Teleplan s strategy, management, employees and other stakeholders and the other interest of all stakeholders of Teleplan, a more beneficial offer than the Offer as contemplated in the Merger Protocol and exceeds the Offer Price by at least 10% (ten per cent) and the terms and conditions of such Competing Offer are at least as favorable to holders of Teleplan Shares as the terms and conditions applicable to the Offer, Teleplan shall promptly inform the Offeror of such Competing Offer and provide the Offeror the opportunity to revise the Offer and submit such revised Offer to Teleplan. In case the Offeror does not provide a revised Offer within five Banking Days after the Offeror was notified of the Competing Offer, Teleplan may terminate the Merger Protocol in accordance with Section (g)(iii) of this Offer Document. If a Competing Offer is made and the management board and supervisory board of Teleplan consider the revised Offer by the Offeror less favorable than the Competing Offer, the Offeror may terminate the Merger Protocol in accordance with Section (g)(iv) of this Offer Document. Break Fee Furthermore, Teleplan and the Offeror agreed that Teleplan shall pay the Offeror a break fee of up to EUR 1,500,000 to compensate the Offeror's out-of-pocket costs, fees (including financing banks commitment fees) and expenses in relation to the Offer if the Merger Protocol is terminated (i) by Teleplan in case a Competing Offer is made and the Offeror does not submit a revised Offer to Teleplan within five Business Days after the Offeror was notified of the Competing Offer or (ii) by the Offeror in case Teleplan informs the Offeror that it considers the Offeror s revised Offer to be less favorable to Teleplan than the Competing Offer, or (iii) by the Offeror because Teleplan has violated the Merger Protocol and such violation results in a Detrimental Event (as defined in Section 12.1(i)) so that the Condition pursuant to Section 12.1(i) (No Detrimental Event) of this Offer Document will not have been fulfilled and the Offeror has not waived this condition, or (iv) by the Offeror in case Teleplan, its management board or its supervisory board announces that it no longer supports the Offer provided such announcement does not result from a violation by Offeror of its material obligations under the Merger Protocol 22

23 (e) Post-Offer Measures In the Merger Protocol the parties acknowledged that it is Offeror s intention to procure that at its request, as soon as reasonably possible following the settlement of the Offer, one or more of the following actions shall be taken: (i) (iii) (iv) (v) (ii) the termination of the listing of the Teleplan Shares as soon as practicable after the settlement of the Offer; the acquisition of 100% of the Teleplan Shares by the Offeror by taking all necessary measures, such as (1) a compulsory acquisition procedure (uitkoopprocedure) in accordance with article 2:92a or 2:201a of the Dutch Civil Code or the takeover buy-out procedures in accordance with article 2:359c of the Dutch Civil Code; (2) a legal (triangular) merger (juridische (driehoeks-) fusie) in accordance with article 2:309 et seq of the Dutch Civil Code or a possible cross-border merger (grensoverschrijdende fusie), between Teleplan, the Offeror or an affiliate of the Offeror, with Teleplan being a disappearing entity and the Offeror or another affiliate of the Offeror being the surviving entity; (3) a legal demerger (splitsing) as specified in article 2:334a of the Dutch Civil Code; (4) the sale of all or substantially all of the assets of Teleplan; or (5) any combination of, or transactions similar to, the foregoing. convert Teleplan into a private company with limited liability under Dutch law (besloten vennootschap met beperkte aansprakelijkheid); make a distribution from Teleplan's freely distributable reserves up to a maximum amount of EUR 60,000,000 which will be entirely financed through bank debt for which purpose Teleplan and certain of its subsidiaries will enter into a facility agreement and security agreements with certain banks and draw down sufficient funds under such facility agreement to make such distribution; make a distribution in the amount of at least USD 16,000,000 from the US Teleplan group companies to Teleplan which will be entirely financed through bank debt. For the avoidance of doubt, the Offeror may apply any or all of the measures, actions and processes described under Section 8.2(e) of this Offer Document which may be applied by the Offeror cumulatively, alternatively, or not at all subject to applicable provisions of Dutch law and the articles of association of Teleplan in force at the relevant time. 23

24 However, in respect of the measures described under Section 8.2(e) the Offeror and Teleplan also agreed that: any legal merger, restructuring or other post-settlement transactions, restructurings, share issues, procedures and/or proceedings required to effectuate the objectives described and/or contemplated in Section 8.2(e) shall in any case be conducted in accordance with applicable (Dutch and German) merger rules and Dutch law, to the extent applicable; any proposal by Teleplan for a legal merger or restructuring, other than a squeeze-out pursuant to Section 8.2(e)(ii)(1) of this Offer Document, will always require the prior written approval of Teleplan's supervisory board whereby the members nominated by the Offeror shall abstain from voting in respect thereof; and (f) (g) the independent supervisory board members (i.e. those members that have not been nominated by the Offeror) will have the opportunity to engage their own financial and legal advisors for the account of Teleplan if, and to the extent they believe that the advice of such advisors is necessary to assist them in reviewing matters that come before the supervisory board. Conduct of Teleplan's Business for the Time Period until Settlement of the Offer In the Merger Protocol, Teleplan and the Offeror agreed that Teleplan shall conduct and shall procure that its group companies shall conduct the Teleplan Group's business and operations in the ordinary course of business. Teleplan and its group companies shall, without the prior written consent of the Offeror, in particular not declare or pay any dividend or any distribution in kind, dispose any material assets, issue any shares or other instruments convertible into shares, amend its articles of association or incur any material indebtedness. Termination of Merger Protocol The Merger Protocol terminates, in particular, immediately upon written notice: (i) (ii) (iii) (iv) by the Offeror and Teleplan agreeing to such termination; by the Offeror, if the Offer Conditions set fort in Section 12.1 of this Offer Document have not been fulfilled or waived upon expiry of the Acceptance Period, or, with respect to merger clearance, until 7 May 2011; by Teleplan if a Competing Offer is made and the Offeror fails to submit a proposal in writing for a revision of its Offer within a period of five Banking Days after the date on which the Offeror has received notice of a Competing Offer; by the Offeror if the management board and supervisory board of the Company, in case of a Competing Offer, notify the Offeror within three 24

25 (v) (vi) (vii) 8.3 Irrevocable Undertakings Banking Days after submission of its proposal for a revision of the Offer that such revised offer does not match the Competing Offer; by the Offeror or Teleplan, in the event of a breach of the Merger Protocol by the respective other party provided that such breach has or is expected to have a material adverse effect on the Offer, the Offeror or Teleplan if such breach (i) has not been waived by the non-breaching party or (ii) has not been remedied by the breaching party within ten Banking Days after the party being in breach has obtained actual knowledge of such breach; by the Offeror, in the event Teleplan or Teleplan's management or supervisory board has announced that it no longer supports the Offer or has withdrawn, amended or qualified its recommendation of the Offer; by Teleplan, in the event: (1) BaFin has not permitted publication of the Offer Document; or (2) an insolvency, winding-up or a similar proceeding has been initiated in respect of the Offeror, the Offeror suspends making payments on any of its debts or the Offeror proposes of takes any corporate action in relation to its insolvency or winding-up. Prior to the signing of the Merger Protocol between Teleplan and the Offeror, Gilde Buy Out Fund IV Management B.V. (which at that time was the manager/general partner of Gilde Fund IV and has subsequently been replaced by Gilde IV Management as manager/general partner) has entered into Irrevocable Undertakings with (i) Sterling Strategic Value Limited, (ii) RIT Capital Partners plc, (ii) Cycladic Capital LLP, (iii) Tinos Guernsey Limited, (iv) Monolith Investment Management B.V. and (v) Merval AG. Under the Irrevocable Undertakings these entities have undertaken to accept the Offer for their shares and tender their shares into the Offer on the first day of the Acceptance Period. Following the Offeror's announcement of its decision to make the Offer in accordance with Section 10 para. 1 sentence 1 WpÜG on 28 November 2010, Gilde Buy Out Fund IV Management B.V. transferred all its rights and obligations under these Irrevocable Undertakings to the Offeror. Furthermore, the Offeror has entered into Irrevocable Undertakings with (i) the members of the Teleplan supervisory board Mr. Adrian S. Schmassmann, Mr. Dimitri J. Goulandris, Mr. Robert M. Westerhof and Mr. Sigfridus J.L.H. Van der Zee and (ii) the members of the Teleplan management board Mr. Gotthard Haug and Mr. Thiem Schoonderbeek. Under these Irrevocable Undertakings the board members have undertaken, to the extent they hold Teleplan Shares, to accept the Offer for their shares and tender their shares into the Offer during the Acceptance Period and, to the extent they 25

26 hold Teleplan Options, to sell their Teleplan Options to the Offeror following settlement of the Offer. (a) (b) Irrevocable Undertaking with Sterling Strategic Value Limited Gilde Buy Out Fund IV Management B.V. and Sterling Strategic Value Limited / Fidinam (Monte Carlo) SAM - Le Montaigne, 7 Avenue de Grande Bretagne, MC 98000, Monaco ("Sterling") have entered into an Irrevocable Undertaking (the "Sterling Irrevocable") under which Sterling agreed, subject to the Offer (i) having been approved by BaFin and (ii) providing for a cash consideration equalling at least EUR 2.50, to accept the Offer for all of its 16,262,616 Teleplan Shares (corresponding to approximately 26.86% of the share capital and the voting rights) on the first day of the Acceptance Period. Furthermore, Sterling agreed to support the Offer and refrain from (i) any action that could delay or endanger the success of the Offer and (ii) any trading in the Teleplan Shares until the Expiry of the Acceptance Period. In case of a Competing Offer, which provides for (i) a cash consideration exceeding the Offer Price by at least 10% and (ii) a minimum acceptance threshold that is lower than the Minimum Acceptance Threshold (as set fort in Section 12.1(a) of this Offer Document) under the Offer, Sterling shall be entitled to accept such Competing Offer unless the Offeror lowers its acceptance threshold to match the threshold of the Competing Offer. Furthermore, subject to signing of the Merger Protocol by Teleplan, Sterling has granted under the Sterling Undertaking a contractual call option (schuldrechtliche Option) pursuant to which the Offeror has the right to purchase Sterling's Teleplan Shares for a consideration equalling the Offer Price. Upon exercise of such call option, Sterling is obliged to sell and transfer its Teleplan shares to the Offeror and following the transfer of the rights and obligations under the Sterling Irrevocable to the Offeror, against payment of the agreed purchase price. Prior to the transfer of rights and obligations arising from the Irrevocable Undertakings to the Offeror, any transfer of Teleplan Shares representing 25% or more of Teleplan's voting rights required at least prior clearance by the German Cartel Office (Bundeskartellamt) or lapse of the applicable waiting periods under the German Competition Act (Gesetz gegen Wettbewerbsbeschränkungen; GWB). Finally, each party to the Sterling Irrevocable may terminate the agreement in particular if (i) the Offer Document has not been published on or before 17 January 2011 or (ii) no settlement of the Offer occurs. Irrevocable Undertaking with Cycladic Capital LLP Gilde Buy Out Fund IV Management B.V. and Cylcadic Capital LLP, 4 St James Place, London, SW1A 1NP, United Kingdom ("Cycladic ") have entered into an Irrevocable Undertaking (the "Cycladic Irrevocable") under which Cycladic agreed to accept the Offer for all of its 199,987 Teleplan Shares (corresponding to approximately 0.33% of the share capital and the voting rights) on the first day of 26

27 (c) (d) (e) (f) the Acceptance Period. Other than the number of shares the provisions of the Cylcadic Irrevocable are substantially the same as in the Sterling Irrevocable. Irrevocable Undertaking with RIT Capital Partners Plc. Gilde Buy Out Fund IV Management B.V. and RIT Capital Partners Plc., 27 St. James Place, London, SW1A 1NR, United Kingdom ("RIT") have entered into an Irrevocable Undertaking (the "RIT Irrevocable") under which RIT agreed to accept the Offer for all of its 2,336,243 Teleplan Shares (corresponding to approximately 3.86% of the share capital and the voting rights) on the first day of the Acceptance Period. Other than the number of shares the provisions of the RIT Irrevocable are substantially the same as in the Sterling Irrevocable. Irrevocable Undertaking with Tinos Guernsey Limited Gilde Buy Out Fund IV Management B.V. and Tinos Guernsey Limited, Hambro House, St. Julians Avenue, St. Peter Port, Guernsey GY1 3D, Guernsey ("Tinos") have entered into an Irrevocable Undertaking (the "Tinos Irrevocable") under which Tinos agreed to accept the Offer for all of its 6,639,041 Teleplan Shares (corresponding to approximately 10.97% of the share capital and the voting rights) on the first day of the Acceptance Period. Other than the number of shares the provisions of the Tinos Irrevocable are substantially the same as in the Sterling Irrevocable. Irrevocable Undertaking with Merval AG Gilde Buy Out Fund IV Management B.V. and Merval AG, c/o Dr. Hans Durrer, Gotthardstrasse 20, 6300 Zug, Switzerland ("Merval") have entered into an Irrevocable Undertaking (the "Merval Irrevocable") under which Merval agreed to accept the Offer for all of its 3,310,000 Teleplan Shares (corresponding to approximately 5.47% of the share capital and the voting rights) on the first day of the Acceptance Period. Other than the number of shares the provisions of the Merval Irrevocable are substantially the same as in the Sterling Irrevocable. Irrevocable Undertaking with Monolith Investment Management B.V. Gilde Buy Out Fund IV Management B.V. and Monolith Investment Management B.V., Kerkstraat 84F, 1017 GN Amsterdam, The Netherlands ("Monolith") have entered into an Irrevocable Undertaking (the "Monolith Irrevocable") under which Monolith agreed to accept the Offer for all of its 3,467,848 Teleplan Shares (corresponding to approximately 5.73% of the share capital and the voting rights) on the first day of the Acceptance Period. Other than the number of shares the provisions of the Monolith Irrevocable are substantially the same as in the Sterling Irrevocable. 27

28 (g) (h) (i) Irrevocable Undertaking with Mr. Gotthard Haug The Offeror and Mr. Haug, Teleplan's CEO, have entered into an Irrevocable Undertaking under which Mr. Haug has agreed, subject to the Offer (i) having been approved by BaFin and (ii) providing for a cash consideration equalling at least EUR 2.50, to accept the Offer for all of his 100,000 Teleplan Shares (corresponding to approximately 0.17% of the share capital and the voting rights) prior to the expiry of the Acceptance Period. Mr. Haug furthermore agreed until the Offer lapses, inter alia, neither to sell or encumber his shares nor to accept any other offer in respect of his Teleplan Shares. Furthermore, Mr. Haug agreed, subject to the settlement of the Offer, to sell and transfer his 700,000 Teleplan Options to the Offeror against payment of a cash consideration equaling the Offer Price minus the respective exercise price of his Teleplan Options. Each party may terminate the Irrevocable Undertaking if (i) the Offer Document has not been published by 17 January 2011, (ii) the Offer lapses or (iii) a Competing Offer is launched which provides for a consideration exceeding the Offer Price by at least 10%, provided that the Merger Protocol has been terminated by Teleplan or the Offeror. Irrevocable Undertaking with Mr. Dimitri J. Goulandris The Offeror and Mr. Goulandris, a member of Teleplan's supervisory board, have entered into an Irrevocable Undertaking at the same terms as the Irrevocable Undertaking between the Offeror and Mr. Haug, whereby Mr. Goulandris has agreed to accept the Offer for all of his 229,000 Teleplan Shares (corresponding to approximately 0.38% of the share capital and the voting rights) prior to the expiry of the Acceptance Period and, subject to the settlement of the Offer, to sell and transfer his 50,000 Teleplan Options to the Offeror against payment of a cash consideration equaling the Offer Price minus the respective exercise price of his respective Teleplan Options. Irrevocable Undertaking with Mr. Adrian S. Schmassmann The Offeror and Mr. Schmassmann the chairman of Teleplan's supervisory board have entered into an Irrevocable Undertaking, whereby Mr. Schmassmann agreed, subject to the settlement of the Offer, to sell and transfer his 100,000 Teleplan Options to the Offeror against payment of a cash consideration equaling the Offer Price minus the respective exercise price of his Teleplan Options. Other than the provisions with respect to Teleplan Shares, the terms of such Irrevocable Undertaking are identical to the terms of the Irrevocable Undertaking between the Offeror and Mr. Goulandris. 28

29 (j) (k) (l) Irrevocable Undertaking with Mr. Thiem Schoonderbeek The Offeror and Mr. Schoonderbeek, Teleplan's CFO, have entered into an Irrevocable Undertaking, whereby Mr. Schoonderbeek agreed, subject to the settlement of the Offer, to sell and transfer his 200,000 Teleplan Options to the Offeror against payment of a cash consideration equaling the Offer Price minus the respective exercise price of his Teleplan Options. The terms of such Irrevocable Undertaking are identical to the terms of the Undertaking between the Offeror and Mr. Schmassmann. Irrevocable Undertaking with Mr. Robert M. Westerhof The Offeror and Mr. Westerhof, a member of Teleplan's supervisory board, have entered into an Irrevocable Undertaking, whereby Mr. Westerhof agreed, to accept the Offer for all of his 20,000 Teleplan Shares (corresponding to approximately 0.03% of the share capital and the voting rights) prior to the expiry of the Acceptance Period. Other than the provisions with respect to Teleplan Options, the terms of such Irrevocable Undertaking are identical to the terms of the Irrevocable Undertaking between the Offeror and Mr. Goulandris. Irrevocable Undertaking with Mr. Sigfridus J.L.H. Van der Zee The Offeror and Mr. van der Zee, a member of Teleplan's supervisory board, have entered into an Irrevocable Undertaking, whereby Mr. van der Zee agreed to accept the Offer for all of his 20,000 Teleplan Shares (corresponding to approximately 0.03% of the share capital and the voting rights) prior to the expiry of the Acceptance Period. The terms of such Irrevocable Undertaking are identical to the terms of the Undertaking between the Offeror and Mr. Westerhof. The following table provides an overview of such Irrevocable Undertakings for Teleplan Shares and Teleplan Options: Beneficiar y Obligor No. of Shares Participation in the share capital and the voting rights (rounded) No. Options Exercise Price Offeror Sterling 16,262, % n.a. n.a. Offeror Cycladic 199, % n.a. n.a. Offeror RIT 2,336, % n.a. n.a. Offeror Tinos 6,639, % n.a. n.a. Offeror Merval 3,310, % n.a. n.a. 29

30 Beneficiar y Obligor No. of Shares Participation in the share capital and the voting rights (rounded) No. Options Exercise Price Offeror Monolith 3,467, % n.a. n.a. Offeror Mr. Goulandris 229, % 50, Offeror Mr. Haug 100, % 60, ,000 90, , , , Offeror Mr. Schmassmann n.a. n.a. 100, Offeror Mr. Schoonderbeek n.a. n.a. 100, , Offeror Mr. Westerhof 20, % n.a. n.a. Offeror Mr. Van der Zee 20, % n.a. n.a. Total 32,709, % 1,050, Intentions of the Offeror in respect of Teleplan 9.1 Future Business Activities, Assets and Obligations of Teleplan The Offeror does not intend to change the business activities of Teleplan and its subsidiaries and the Offeror has undertaken in the Merger Protocol to support Teleplan s current business strategy as set out in its annual report 2009 and any later public disclosures. Following settlement of the Offer, the Offeror intends to work with Teleplan to grow the business in a manner that reflects Teleplan s business strategy and no divestments shall be pursued other than in the ordinary course of business. Furthermore, the Offeror has arranged a working capital facility of EUR 10,000,000 for Teleplan as well as a credit facility of EUR 18,500,000 to refinance Teleplan's existing bank debt which is estimated to be approximately EUR 18,500,000 at the date of settlement. Such credit facilities will be provided by ABN AMRO Bank N.V. and Coöperatieve Centrale Raiffaisen-Boerenleenbank B.A. (Rabobank) upon settlement of 30

31 the Offer once Teleplan and certain of its subsidiaries will have acceded to the financing and security documentation. In this context Teleplan and its subsidiaries will have the obligation to grant security to the lending banks for and guarantee its, the Offeror's and the other obligors' obligations under the Credit Agreement (as defined in Section 14.2(a) of this Offer Document). Finally, Teleplan and the Offeror agreed that as long as the Offeror does not own at least 95% of the Teleplan Shares, neither the Offeror or any of its group companies shall charge Teleplan any management fees or holding costs of any kind and Teleplan shall not pay the Offeror or any of its group companies any management fees or holding costs, except, subject to the prior approval of the independent members of the supervisory board (i.e. those members which were not nominated by the Offeror) for costs for financing and/or refinancing. However, in case any of the measures described in Section 8.2(e)(iv) - (v) and Section 9.5 of this Offer Document is implemented following settlement of the Offer, Teleplan will have higher financial debt and consequently higher payment obligations in this respect than today which, as a consequence, could affect Teleplan's ability to make dividend payments in future. 9.2 Management Board and Supervisory Board of Teleplan The Offeror considers Teleplan's management to be a key factor for the further development of the business of Teleplan. The Offeror acts on the assumption that the current members of the management board will continue as members of the management board following the completion of the Offer. Furthermore, the Offeror and Teleplan have agreed that Mr. Bala and Mr. Obermeier shall be appointed as additional members to the management board (see Section 7.4 of this Offer Document). With respect to the supervisory board, the Offeror and Teleplan have agreed in the Merger Protocol that following a successful completion of the Offer the Offeror shall be adequately represented on Teleplan's supervisory board. Therefore, Teleplan and the Offeror have agreed in the Merger Protocol to use best efforts to procure that following the successful completion of the Offer (i) the supervisory board will be reduced to five members, (ii) only two out of the following (current) members of Teleplan's supervisory board: Mr. Schmassmann, Mr. Huber, Mr. Westerhof and Mr. van der Zee will remain in office and (iii) three new supervisory board members nominated by the Offeror will be appointed. For further details regarding the composition of the supervisory board, it is made reference to Section 7.5 of this Offer Document. In connection with the proposed changes to the composition of the supervisory board Teleplan will not comply with Best Practice Provision III.2.1 of the Dutch Corporate Governance Code as per the date on which settlement of the Offer is completed. 31

32 9.3 Management Equity Program The Offeror is of the opinion that a long-term commitment of the management will be in the interest of Teleplan and will be of material significance for the value of the Offeror s investment in it. In view of this, the Offeror will be seeking a long-term commitment on the part of the senior management of Teleplan. Against this background, the Offeror intends to offer individual members of the senior management an opportunity to acquire interests, directly or indirectly and on terms yet to be agreed upon, in AMS Holding. However, no agreements have been entered into in respect of such management participation so far. 9.4 Employees, Conditions of Employment and Employee Representation of Teleplan The completion of the Offer has no direct impact on the employees of the Teleplan Group, their employment relationships and their existing rights and benefits. The Offeror does not intend to take any measures which would have any effects on the employees of Teleplan or its subsidiaries, their employee representation or their terms of employment. The Offeror does not intend a reduction in the number of employees of Teleplan. 9.5 Possible Structural and Other Measures at Teleplan If the Offeror acquires the necessary majority of 95% of the share capital upon the completion of the Offer or at a later date, the Offeror intends to initiate a squeeze-out procedure (uitkoopprocedure) in accordance with article 2:92a or 2:201a of the Dutch Civil Code or, in the case that the Offeror acquires the necessary majority of 95% of the share capital and the voting rights, the initiation of a takeover buy-out procedure in accordance with article 2:359c of the Dutch Civil Code in order to acquire the remaining Teleplan Shares. Furthermore, the Offeror after successful completion of the Offer intends to take the actions described under Section 8.2(e) of this Offer Document, in particular to (i) make a distribution from Teleplan's freely distributable reserves up to a maximum amount of EUR 60,000,000 which will be financed entirely by bank debt, (ii) delist the Teleplan shares, (iii) amend Teleplan's articles of association and/or change Teleplan's dividend policy, and (iv) merge Teleplan into the Offeror or another entity affiliated with the Offeror. Furthermore it is contemplated that Teleplan will, at the request of the Offeror, prior to settlement of the Offer, resolve that a distribution in the amount of at least USD 16,000,000 is made from the US Teleplan group companies to the Company which will be made following settlement of the Offer and entirely financed through bank debt for which purpose the US Teleplan group companies and Teleplan will enter into a facility agreement and security agreements with certain banks and draw down sufficient funds under such facility agreement to make such distribution. It is further contemplated that the companies of the Teleplan Group will become borrowers, obligors and/or guarantors under the Credit Agreement (as defined under Section 14.2(a) of this Offer Document) and related security agreements. 32

33 9.6 Future Business Activities and Seat of Teleplan Save as described in Sections 8.2(e), 9.1 and 9.5 of this Offer Document, the Offeror has no plans with regard to the use of the assets of Teleplan nor plans which would result in Teleplan incurring obligations outside the ordinary course of its business. The Offeror does not intend to relocate the headquarter of Teleplan away from Schiphol, The Netherlands. In accordance with its intention to maintain the economic identity of the Teleplan Group, there are also no plans to relocate or close significant business operations of Teleplan. 9.7 Future Business Activities and Seat of the Offeror Upon settlement of the Offer, the Offeror will acquire a majority participation in Teleplan. Apart from that, the Offeror does not intend further changes to its business activities, in particular with respect to its corporate seat, the utilization of its assets, future obligations or members of its management. The Offeror does neither have any employees nor any employees' representatives. 10. Offer Price 10.1 Minimum Offer Price The minimum Offer Price to be offered to Teleplan Shareholders pursuant to Section 31 para. 1 and para. 7 WpÜG in connection with Sections 4 and 5 WpÜG-AV as minimum consideration for their Teleplan Shares must at least equal the higher of (a) (b) the weighted average domestic stock exchange price of the Teleplan Shares during the three-month period prior to the publication of the announcement of the Offeror's decision to make this Offer on 28 November 2010 (in this Offer Document referred to as "Three-Month Average Price"), and the highest price paid or agreed by the Offeror, a person acting in concert with it or any of their subsidiaries for the acquisition of Teleplan Shares during the sixmonth period prior to the publication of this Offer Document. The Three-Month Average Price as of 27 November 2010 for the Teleplan Shares as determined by the BaFin for the minimum prices pursuant to the WpÜG amounts to EUR Neither the Offeror nor any person acting in concert with it or any of their subsidiaries have acquired, or agreed to acquire, Teleplan Shares in the six-month period prior to the announcement of this Offer on 28 November 2010 and prior to the publication of this Offer Document respectively for a price exceeding the Offer Price. However, the Offeror has been granted a contractual call option (schuldrechtliche Option) for the purchase of Teleplan Shares against payment of the Offer Price in the Irrevocable Undertakings described in Sections 8.3(a) to 8.3(f). The Offer Price of EUR 2.50 per Teleplan Share therefore fulfils the minimum pricing requirements pursuant to Section 31 para 1 and para 7 WpÜG and Section 4 and 5 WpÜG-AV. 33

34 10.2 Adequacy of the Offer Price For the purpose of determining the Offer Price, the Offeror has looked at the development of the stock exchange price of the Teleplan Share. It is a common practice to determine the consideration for shares in listed companies on the basis of the stock exchange price. Several professional stock analysts evaluate Teleplan. The Teleplan Shares are traded regularly and to a sufficient extent whereby the free float (as calculated by Deutsche Börse AG) amounts to approximately 44 %. Therefore, the general conditions of the stock exchange trading in Teleplan Shares should have enabled an effective pricing and Teleplan Shareholders were able to sell and sold their shares on the stock exchange at such prices. Given the fact that also the German legislator attaches significant importance to the valuation of target companies on the basis of stock exchange prices, the Offeror considers the application of this method of valuation as being appropriate. The Offer Price offers the following premiums compared to the historic stock exchange prices: (a) (b) (c) EUR 0.54, i.e. approximately 28%, compared to the closing price of EUR 1.96 for the Teleplan Shares on the electronic trading system of the Frankfurt Stock Exchange (XETRA) on Friday, 26 November 2010, the last Trading Day preceding the announcement of the Offer (source: Bloomberg); EUR 0.58, i.e. approximately 30%, compared to the Three Month Average Price prior to the announcement of this Offer of EUR 1.92 (source: BaFin); EUR 0.52, i.e. approximately 26%, compared to the volume weighted average closing prices of EUR 1.98 for the Teleplan Shares on the electronic trading system of the Frankfurt Stock Exchange (XETRA) during the 24-month period prior to the announcement of this Offer (source: Bloomberg). The foregoing comparison with historic stock exchange prices shows that the Offer Price considerably exceeds the value attached to the Teleplan Shares by the stock market prior to the announcement of Offeror's decision to make the Offer and that is also in line with the minimum pricing rules of the WpÜG. Against this background and in the light of the legislative assessment contained in Section 31 para 1 WpÜG and Section 4 and 5 WpÜG-AV that the average stock exchange price and potential preceding purchases needs to be taken into account for the determination of an adequate consideration, it is the Offeror's understanding that the Offer Price is adequate. As a result, the Offeror also considers that the Offer Price is attractive to the Teleplan Shareholders. 34

35 11. Official Approvals and Proceedings 11.1 Approval by BaFin BaFin has approved the publication of this Offer Document on 7 January BaFin has neither reviewed nor approved the non-binding English translation of this Offer Document Merger Clearance The Offeror takes the view that the acquisition of Teleplan Shares contemplated by this Offer does not require merger control clearance. However, due to the severe consequences in case such view proves to be incorrect, the Offeror on 23 December 2010 has requested a written confirmation from the competition authorities in Germany and The Netherlands that no merger control filing is required. In case the competition authorities in Germany and The Netherlands take the view that a filing is required, the Offeror will file for merger clearance of the acquisition of Teleplan Shares contemplated by this Offer (in this Offer Document also referred to as the "Concentration") with the merger authorities in Germany and The Netherlands, in which case the following would apply: (a) (b) Germany The Concentration is subject to merger control clearance by the Federal Cartel Office (Bundeskartellamt). The Federal Cartel Office may decide within a period of one month after receipt of the complete filing either to approve the Concentration or to conduct an in depth review (Hauptprüfverfahren) of the Concentration. If the Federal Cartel Office initiates an in-depth review, it may prohibit the Concentration within four months after receipt of the complete filing (unless this time period is extended with the consent of the notifying parties). Otherwise, the Concentration is deemed to have been cleared. Under German law consummation of the Concentration is prohibited until the merger control proceeding has been successfully completed. The Netherlands The Concentration is subject to merger control clearance by the Dutch Competition Authority (Nederlandse Mededingingsautoriteit). The Dutch Competition Authority may decide within a period of four weeks after receipt of the complete filing to either approve the Concentration in the "first phase" or that parties should apply for a licence, the so-called "second phase". If the Dutch Competition Authority initiates a second phase review, it has thirteen weeks from receipt of the application for a licence to take a decision. Please note, that the periods of the first phase and the second phase will be suspended from the day on which the Dutch Competition Authority requires further information until the day on which such information is received. Under Dutch law, completion of the Concentration is prohibited until the merger control proceeding has been successfully completed. 35

36 To the extent that any additional merger control filings may be required pursuant to other applicable merger control laws, the Offeror will make such filings to the extent possible. Apart from the potential requirement to file for merger clearance and the approval of the Offer Document by BaFin, no other regulatory approvals are required. 12. Conditions of the Offer 12.1 Conditions This Offer and the agreements with the Teleplan Shareholders which will come into existence as a result of accepting the Offer are subject to the following conditions precedent (also referred to in this Offer Document collectively as "Conditions" or "Offer Conditions" or individually as a "Condition" or an "Offer Condition"): (a) (b) (c) (d) Minimum Acceptance Threshold At the time of the expiration of the Acceptance Period, the number of Teleplan Shares tendered for the Offer and the Teleplan Shares directly or indirectly held by the Offeror or committed to the Offeror subject only to the Offer becoming unconditional represents at least 45,601,895 Teleplan Shares, representing 75% of the aggregate of (i) Teleplan's currently issued and outstanding share capital (geplaatst kapitaal) plus (ii) the number of shares which may be issued under the existing Teleplan Options (but excluding 1,050,000 shares under Teleplan Options for which the Offeror has entered into Irrevocable Undertakings as described under Section 8.3 of this Offer Document) ("Minimum Acceptance Threshold"). Termination of Merger Protocol Until the end of the Acceptance Period, the Merger Protocol has not been terminated by Teleplan as described under Section 8.2(g) of this Offer Document. No Litigation Prohibiting the Offer Until the end of the Acceptance Period, no order, stay, judgment or decree has been issued by any court, arbitral tribunal, government, governmental authority or other regulatory or administrative authority and being in effect, or any statute, rule, regulation, governmental order or injunction having been enacted, enforced or deemed applicable to the Offer, any of which prohibits the Offer or prevents settlement of the Offer or delays the Offer beyond 1 April No Suspension of Trading Trading in the Teleplan Shares is not suspended by the Frankfurt Stock Exchange for more than two Banking Days during the five Banking Days period prior to the expiry of the Acceptance Period. 36

37 (e) (f) (g) (h) Merger Clearance By no later than 7 May 2011, the competent competition authorities in Germany and The Netherlands have either (i) confirmed that no merger filing is required or (ii) taken the view that a filing is required but have granted unconditional clearance or the applicable waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation have expired, lapsed or terminated. For a description of the aforementioned merger clearance proceedings, please see Section 11.2 of this Offer Document. No Withdrawal of Recommendation by Teleplan Neither Teleplan nor the supervisory board or the management board has withdrawn the recommendation of the Offer before the second Banking Day prior to the expiry of the Acceptance Period. No Competing Offer No Competing Offer (konkurrierendes Angebot),the publication of which has been permitted by BaFin, within the meaning of Section 22 WpÜG has been made until the last day of the Acceptance Period. No Circumstances Resulting in a Material Deterioration in the EBITDA Since the publication of the Offer Document up to hours CET on the third Banking Day prior to the expiry of the Acceptance Period, (i) (ii) Teleplan has not published any information on circumstances pursuant to Section 15 German Securities Trading Act (Wertpapierhandelsgesetz; "WpHG"), and no circumstances have arisen, based on which Teleplan would have had to make such publication, that causes or which Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Arnulfstraße 59, Munich, Germany as independent expert (the "Independent Expert") would expect that it causes the Consolidated EBITDA, during the 12-month period following the occurrence of the relevant circumstances, to deteriorate to a level below EUR 24,750,000 (twenty-four million seven hundred and fifty thousand euro) on aggregate for such period, unless such circumstances have arisen in the same or a similar manner at two or more companies active in the business of Teleplan listed in Annex 12.1(h) and it is to be expected that it will have the same or comparable effects on the Consolidated EBITDA of these companies (the "Material Deterioration"). "Consolidated EBITDA" within the meaning of this Section 12.1(h) of this Offer Document shall be determined based on and consistent with the methodology applied by Teleplan in determining the consolidated EBITDA of the Teleplan Group. The amount of EUR 24,750,000 corresponds to a deviation of 37

38 approximately 25% towards the Consolidated EBITDA of Teleplan for the business year 2009, which is the basis for Offeror's planning. A Material Deterioration will only be deemed to have arisen (and the Condition Precedent under this Section 12.1(h) will therefore be deemed not to have been fulfilled) if (x) (y) by hours CET on the third (3rd) Banking Day prior to the expiry of the Offer Period, Teleplan has published a respective notification pursuant to section 15 WpHG and the Independent Expert acting at the request of the Offeror (1) has come to the conclusion, in its report, that the aforesaid conditions for a Material Deterioration have, in its opinion, been fulfilled, and (2) has published the results of its report in the Electronic Federal Gazette (elektronischer Bundesanzeiger) by no later than the last day of the Offer Period; or Teleplan has not made such a publication and the Independent Expert acting at the request of the Offeror (1) has come to the conclusion, in its report, that the aforesaid conditions for a Material Deterioration have, in its opinion, been fulfilled, and (2) has published the results of his report in the Electronic Federal Gazette (elektronischer Bundesanzeiger) by no later than the last day of the Offer Period. A Material Deterioration will be deemed not to have arisen (and the Offer Condition under this Section 12.1(h) of the Offer Document will therefore be deemed to have been definitely fulfilled), if the Independent Expert has not published its report with the conclusion that the relevant conditions for a Material Deterioration have been fulfilled in the Electronic Federal Gazette (elektronischer Bundesanzeiger) by no later than the last day of the Offer Period. The decision of the Independent Expert will be binding on and cannot be contested by the Offeror and Teleplan Shareholders who accept the Offer. The costs of the Independent Expert and his expenses will be borne by the Offeror. Upon the request of the Offeror, Teleplan will grant the Independent Expert, subject to signing a customary confidentiality agreement with Teleplan, during the two weeks prior to the third Banking Day before the expiry of the Offer Period within the business hours access to its sites, books and records and personnel in connection with the deemed Material Deterioration so that the Independent Expert will be able to provide its reasoned opinion as set out herein. 38

39 (i) No Detrimental Event From the time of the publication of the Offer Document up to hrs CET on the second Banking Day prior to the expiry of the Offer Period, none of the following events has occurred (each individually a "Detrimental Event"): (i) (ii) (iii) (iv) (v) (vi) any Teleplan Group company or any business division (Betriebsteil) of a Teleplan Group company is merged, spun-off or hived down or otherwise consolidated with a third party; Teleplan (a) declares or makes any dividend or any other distribution, whether from registered authorized share capital or reserves, including the acquisition of own shares, (b) makes or declares to increase or reduce its authorized share capital, (c) makes or declares to split, consolidate or reclassify its shares; the Teleplan Group sells or disposes of, or creates, extends, or allows any third party rights over, any of its respective material assets with a value exceeding EUR 5,000,000 in aggregate; any shares or equity interests or any securities convertible into shares or equity interests in the capital of any Teleplan Group company or any profit participation rights (Genussrechte) are issued or created for the benefit of any third party, save as provided in the Teleplan Options; any Teleplan Group company (a) enters into any new loan or other financing agreement or (b) grants or assumes guarantees or similar sureties towards third parties of more than EUR 5,000,000 in aggregate or (c) changes the terms of the existing bank loans of the Group; or agree to any of the foregoing. A Detrimental Event will only be deemed to have arisen (and the respective Offer Condition in this Section 12.1(i) of this Offer Document will therefore be deemed not to have been fulfilled) if, by the second Banking Day prior to the expiry of the Offer Period, hours CET: (1) Teleplan has published, in accordance with Section 15 WpHG, information pursuant to which correct facts constituting a Detrimental Event have arisen; (2) Teleplan has published information in another form (in particular by means of press releases) pursuant to which correct facts constituting a Detrimental Event have arisen; (3) the Offeror has been notified in writing by Teleplan or a member of Teleplan's management or supervisory board of the occurrence of a Detrimental Event or correct facts constituting a Detrimental Event; or (4) Teleplan has not made such a publication and the Independent Expert acting at the request of the Offeror: 39

40 (A) (B) has come to the conclusion, in its report, that correct facts constituting a Detrimental Event have, in its opinion, arisen; and has published the results of its report in the Electronic Federal Gazette (elektronischer Bundesanzeiger) by no later than the last day of the Offer Period. Should the Offeror receive a notification pursuant to (3) above no later than two Banking Days before the expiration of the Offer Period, hours CET, it will publish such notification without undue delay on the Offer website and in the Electronic Federal Gazette (elektronischer Bundesanzeiger). Upon the reasonable request of the Offeror, Teleplan will grant the Independent Expert, subject to signing a customary confidentiality agreement with Teleplan, during the two weeks before the second Banking Day prior to the expiry of the Offer Period within the business hours access to its sites, books and records and personnel in connection with the deemed Material Deterioration so that the Independent Expert will be able to provide its reasoned opinion as set out herein Waiver of the Conditions To the extent permitted by law, the Offeror may waive any or all of the Conditions until one Banking Day prior to the expiration of the Acceptance Period, except that (i) any waiver or reduction of the Minimum Acceptance Threshold (Section 12.1(a) of this Offer Document) requires the prior consent of Teleplan s management and supervisory board, and (ii) any waiver of the Offer Conditions pursuant to Sections 12.1(c) (No Litigation Prohibiting the Offer), 12.1(d) (Suspension of Trading of Teleplan Shares) and 12.1(e) (Merger Clearance) requires the prior consent of Teleplan. Any such waiver shall have the same effect as the fulfilment of the respective Offer Condition. In the event any or all of the Conditions have been validly waived by the Offeror within the last two weeks before expiration of the Acceptance Period as set forth in Section 5.4, the Acceptance Period will be extended by two weeks pursuant to Section 21 para. 5 WpÜG Non-satisfaction of the Offer Conditions If (i) the Conditions set forth in Sections 12.1(a) through 12.1(d) and 12.1(g) of this Offer Document are not fulfilled by the end of the Acceptance Period, (ii) the Conditions set forth in Sections 12.1(f) and 12.1(i) of this Offer Document are not fulfilled by the second business day prior to the expiry of the Acceptance Period, (iii) the Condition set forth in Section 12.1(h) of this Offer Document is not fulfilled by the third business day prior to the expiry of the Acceptance Period or (iv) the Condition set forth in Section 12.1(e) (Merger Clearance) is not fulfilled by 7 May 2011, and the Offeror has not validly waived the respective Condition beforehand in accordance with Section 21 para. 1 no. 4 WpÜG as described in Section 12.2 of this Offer Document, the share purchase and transfer agreements (as described under Section 13.2 of this Offer Document) concluded with the Teleplan Shareholders who have accepted this Offer will not take effect. In such case the 40

41 Offer will not be implemented. The rescission is then carried out pursuant to Section 13.6 of this Offer Document Announcement of the Satisfaction or Non-Satisfaction of the Offer Conditions The Offeror will publish without undue delay in the manner described in Section 19 of this Offer Document if and when (i) any of the aforementioned Conditions has been waived, (ii) all of the aforementioned Conditions have been fulfilled or have been waived, or (iii) the Offer will not be implemented. In addition, the Offeror will make a corresponding publication following expiry of the Acceptance Period if, until such point in time, the Offer Condition described in Section 12.1(e) (Merger Clearance) of this Offer Document has neither fully occurred nor been waived. 13. Acceptance and Implementation of the Offer 13.1 Central Settlement Agent The Offeror has appointed Deutsche Bank AG to act as the central settlement agent for the Offer (in this Offer Document also referred to as "Settlement Agent") Acceptance of the Offer In order to accept this Offer, Teleplan Shareholders must do the following during the Acceptance Period: (a) (b) declare their acceptance of the Offer in writing vis-à-vis their respective custodian credit institution or other custodian securities services enterprises (in this Offer Document also referred to as the "Custodian Bank"); and instruct their Custodian Bank to re-book the Teleplan Shares which are held in their securities accounts and in respect of which they accept this Offer into WKN A1H5BJ (ISIN NL ) at Clearstream Banking AG. The acceptance of the Offer in the Acceptance Period only takes effect upon re-booking of the Tendered Shares into WKN A1H5BJ (ISIN NL ) at Clearstream Banking AG. It is the responsibility of the relevant Custodian Bank to arrange for re-booking of the Teleplan Shares following receipt of the acceptance. If the acceptance is declared vis-à-vis the Custodian Bank during the Acceptance Period, the re-booking of the respective Teleplan Shares will be deemed to have been made on time if it has been effected by the second Trading Day following the expiry of the Acceptance Period(18:00 hours CET). Teleplan Shareholders who wish to accept this Offer should contact their Custodian Bank in relation to any questions concerning the acceptance of this Offer and its technical implementation. The Custodian Banks will be informed about the handling of acceptances and the implementation of the Offer. Upon acceptance of this Offer the accepting Teleplan Shareholder and the Offeror enter into a share purchase agreement for the Tendered Shares at the terms and conditions set forth in this Offer Document. By acceptance of the Offer the accepting Teleplan 41

42 Shareholder and the Offeror also agree to transfer title to the Tendered Shares to the Offeror. The acquisition of the Tendered Shares will become effective when the Offer Conditions pursuant to Section 12.1 of this Offer Document have been fulfilled or waived. In addition, title to the Tendered Shares shall only pass to Offeror when the Additional Acceptance Period has expired and only simultaneously (Zug um Zug) against payment of the purchase price to the relevant Custodian Bank for credit to the account of the accepting Teleplan Shareholder if the Offer Conditions set out in Section 12.1 of this Offer Document have been fulfilled or waived. Once title to the Tendered Shares has been transferred, all rights attached to these shares, including any and all dividend rights (including rights to dividends for prior business years which exist at the time of the settlement of the Offer), pass to the Offeror Additional Declarations by Accepting the Offer By accepting the Offer, the relevant Teleplan Shareholders also declare that: (a) (b) (c) they instruct their Custodian Bank (i) (ii) to re-book the Teleplan Shares held in their securities account and specified in their declaration of acceptance, into WKN A1H5BJ (ISIN NL ) at Clearstream Banking AG; in turn to instruct and authorize Clearstream Banking AG to make available the Tendered Shares re-booked into WKN A1H5BJ (ISIN NL ) to the Settlement Agent in its securities account with Clearstream Banking AG for the purpose of transferring title to the Tendered Shares following expiry of the Additional Acceptance Period and fulfillment or waiver of the Offer Conditions pursuant to Section 12.1 of this Offer Document; they instruct and authorize the Settlement Agent and their Custodian Bank, under exemption from the restrictions on self-dealing pursuant to Section 181 German Civil Code (Bürgerliches Gesetzbuch), to take any and all actions necessary and/or expedient for the purpose of executing this Offer in accordance with the Offer Document and to make and receive all necessary announcements or declarations, in particular to cause title to the Tendered Shares to be transferred to the Offeror; they instruct and authorize their Custodian Bank to instruct and authorize Clearstream Banking AG to provide the Offeror or the Settlement Agent, with any information required by the Offeror to make the declarations and announcements pursuant to the WpÜG and in particular with the number of Teleplan Shares re-booked under WKN A1H5BJ (ISIN NL ) on every Trading Day; 42

43 (d) (e) (f) they transfer title to the Tendered Shares together with all rights attached to these shares (including rights to dividends which exist at the time of the settlement of the Offer) subject to the expiry of the Additional Acceptance Period and under the terms and conditions set forth in this Offer Document to the Offeror simultaneously (Zug um Zug) against payment of the Offer Price for the respective number of Tendered Shares to the account of the relevant Custodian Bank at Clearstream; they instruct and authorize their Custodian Bank to release the declaration of acceptance to the Settlement Agent on their demand and to this extent release their Custodian Bank from its obligation of confidentiality; and at the time of the transfer of title, they are the sole owners of the Tendered Shares and such shares are free and clear of any rights and claims of third parties. In the interests of a smooth and swift implementation of the Offer, the instructions, mandates and authorizations referred to in this Section 13.3 are issued irrevocably. They shall lapse only in the event of a valid withdrawal pursuant to Section 17 of this Offer Document from the agreement concluded by the acceptance of this Offer or in the event of a final non-satisfaction of an Offer Condition (as described in Section 12.3 of this Offer Document) Payment of the Purchase Price and Implementation of the Offer Payment of the purchase price is to be made to the relevant Custodian Bank simultaneously (Zug um Zug) against the Tendered Shares being made available to the Settlement Agent, in its securities account with Clearstream Banking AG for the purpose of transferring title to the Tendered Shares to the Offeror in accordance with Section 13.2 of this Offer Document. The Settlement Agent will transfer the purchase price to the Custodian Banks without undue delay after the Tendered Shares have been placed at its disposal pursuant to Section 13.3(a) of this Offer Document, but at the earliest four Banking Days and at the latest eight Banking Days following expiry of the Additional Acceptance Period and fulfilment or waiver of the Offer Conditions pursuant to Section 12.1 of this Offer Document. Credit of the purchase price at the relevant Custodian Bank shall constitute fulfilment by the Offeror of its obligation to pay the purchase price. It is the responsibility of the relevant Custodian Bank to credit the cash payment to the relevant Teleplan Shareholder. Assuming that the Offer Condition described in Section 12.1(e) (Merger Clearance) of this Offer Document will be satisfied on the last possible day, payment of the purchase price will be made on 18 May 2011 at the latest Trading of Tendered Shares on the Stock Exchange The Tendered Shares may still be traded on the Frankfurt Stock Exchange even after they have been tendered. They are expected to be tradable under WKN A1H5BJ (ISIN NL ) from the second Trading Day of the Acceptance Period. Trading in Tendered Shares will be suspended at the end of the Additional Acceptance Period or, if 43

44 the Offer Condition in Section 12.1(e) (Merger Clearance) of this Offer Document has not been fulfilled by this time, no later than three Trading Days prior to the settlement of this Offer. A purchaser of Tendered Shares traded under WKN A1H5BJ (ISIN NL ) will assume all of the rights and obligations attached to these shares pursuant to the agreement concluded by accepting this Offer, unless the selling shareholder or the purchaser of the Tendered Shares withdraws from the Offer on the grounds described in Section 17 of this Offer Document. It is further anticipated that the Subsequently Tendered Shares, which have been rebooked into WKN A1H5BK (ISIN NL ), will not be tradable. If the Offer Conditions described in Section 12.1 of this Offer Document have not been fulfilled by the end of the Additional Acceptance Period, the Subsequently Tendered Shares will be re-booked to WKN A1H5BJ (ISIN NL ) presumably five Banking Days after the expiration of the Additional Acceptance Period and included in the listing under this ISIN. In this case, trading will presumably be suspended no later than three Trading Days prior to the settlement of the Offer. If it has been determined that an Offer Condition has finally not been fulfilled, stock exchange trading in Tendered Shares (WKN A1H5BJ (ISIN NL ) will presumably be suspended at the end of the day on which the announcement is made in accordance with Section 12.4 of this Offer Document. It should be noted that the trading volume and the liquidity of the Tendered Shares will depend on the number of shareholders who accept the Offer in the Acceptance Period and may be low Rescission if the Conditions of the Offer are not met 13.7 Costs This Offer will not be carried-out if the Offer Conditions set forth in Section 12.1 of this Offer Document are neither fulfilled nor waived beforehand by Offeror. In this event, the Tendered Shares will promptly be re-booked into WKN (ISIN NL ). After the shares have been re-booked, they may be traded under WKN (ISIN NL ) again. For Teleplan Shareholders, acceptance and rescission, if any, of the Offer shall be free of costs and charges of Custodian Banks having a securities account connection with Clearstream Banking AG (except for costs of the transfer of the declaration of acceptance). To this end, the Offeror will pay the Custodian Banks a compensation which has been separately communicated to them and which includes a market-standard custodian bank commission. Any costs and charges levied by Custodian Banks and other securities services enterprises, having no securities account connection with Clearstream Banking AG, must therefore be borne by the accepting Teleplan Shareholders. 44

45 13.8 Implementation of the Offer in Case of Acceptance during the Additional Acceptance Period The provisions relating to the acceptance (during the Acceptance Period) and implementation of the Offer as set forth in Sections 13.2 to 13.7 of this Offer Document apply mutatis mutandis to the acceptance of the Offer during the Additional Acceptance Period, except that there will be no trading in Subsequently Tendered Shares. If acceptance is declared vis-à-vis the Custodian Bank during the Additional Acceptance Period, the re-booking of the respective Teleplan Shares will be deemed to have been made on time if the re-booking to WKN A1H5BK (ISIN NL ) has been effected by the second Banking Day following the expiry of the Additional Acceptance Period (18:00 hours CET). The Settlement Agent will transfer the purchase price to the Custodian Banks without undue delay after the Subsequently Tendered Shares have been placed at its disposal pursuant to Section 13.2 in connection with Section 13.8 of this Offer Document, but at the earliest four Banking Days and at the latest eight Trading Days following expiry of the Additional Acceptance Period, if the Offer Conditions set out in Section 12.1 of this Offer Document have been fulfilled or waived by Offeror. Assuming that the Offer Condition described in Section 12.1(e) (Merger Clearance) of this Offer Document will be satisfied on the last possible day, payment of the purchase price will be made on 18 May 2011 at the latest. 14. Financing of the Offer 14.1 Maximum Amount of Consideration to be Financed As per 7 January 2011, Teleplan has issued 60,537,859 shares. In addition, Teleplan has granted under its management equity incentive plan 1,304,566 Teleplan Options which entitle its holders to acquire one Teleplan Share per Teleplan Option against payment of the exercise price agreed under the respective option agreement. The Offeror and the persons acting in concert with the Offeror currently do not hold any Teleplan Shares and Teleplan Options. Therefore, the Offeror expects to acquire in the context of this Offer at the most 61,842,425 Teleplan Shares for the Offer Price of EUR 2.50 per share (this maximum number includes all Teleplan Shares which may be issued under the existing Teleplan Options despite the Irrevocable Undertakings regarding the Teleplan Options with members of Teleplan's management and supervisory board described in Section 8.3 which provide for an acquisition of the Teleplan Options (and not the Teleplan Shares) following settlement of the Offer). Thus, this Offer would result in a maximum purchase price payment obligation for the Offeror of EUR 154,606, In addition, the Offeror expects to incur transaction costs and other expenses for the Offer which should not exceed EUR 10,000,000 in total, so that the entire costs would amount to approximately EUR 164,606,

46 14.2 Financing the Offer It is intended that the funds necessary to acquire up to 61,842,425 Teleplan Shares and the transaction costs are provided to the Offeror as equity and loan by Gilde Buy-Out Fund IV and certain financing banks respectively. (a) (b) On 28 November 2010, Gilde Buy-Out Fund IV Coöperatief U.A. and Gilde Buy- Out Fund IV C.V. have committed on a pro rata basis (based on their shareholding in the Offeror) to collectively provide up to EUR 80,000,000 as equity to the Offeror and on 17 December 2010 the Offeror has entered into a credit agreement with ABN AMRO Bank N.V. and Coöperatieve Centrale Raiffeisen- Boerenleenbank B.A. (Rabobank) as lenders with respect to financing the acquisition of Teleplan Shares under this Offer by way of debt (in this Offer Document also referred to as "Credit Agreement"). Pursuant to the Credit Agreement the Offeror and Teleplan are entitled to draw down funds up to a total of EUR 105,000,000 to cover the acquisition of a maximum of 61,842,425 Teleplan Shares and the refinancing of the existing Teleplan debt of approximately EUR 18,500,000 and additional transaction costs. In addition, the Credit Agreement provides for a working capital facility for the benefit of Teleplan of EUR 10,000,000, bringing the total amount of debt financing pursuant to the Credit Agreement, if fully drawn, to EUR 115,000,000. However, the funds for the refinancing of the existing EUR 18,500,000 Teleplan debt and the EUR 10,000,000 working capital facility must not be used for the acquisition of a maximum of 61,842,425 Teleplan Shares and the transaction costs, for which EUR 86,500,000 will be available under the Credit Agreement. Funds may be drawn down under the Credit Agreement if certain conditions precedent and the documentation requirements are fulfilled or waived, certain additional conditions described in the Credit Agreement are fulfilled and certain representations and warranties made under the Credit Agreement are true and accurate at the time of each drawdown. The Offeror has no reason to believe that such conditions precedent will not be fulfilled. The Credit Agreement has not been terminated and no reason for termination exists. With respect to the entire costs expected by the Offeror in the amount of EUR 164,606,062.50, an amount of up to EUR 80,000,000 is available to the Offeror as equity and an amount of up to EUR 86,500,000 is available to the Offeror under the Credit Agreement. Therefore, an aggregate amount of EUR 166,500,000 is available to the Offeror. The Offeror has thus taken all the necessary measures to ensure that it will have available the required funds to fully consummate the Offer at the time when the payment obligation becomes due. 46

47 14.3 Confirmation of Financing ABN AMRO Bank N.V., acting through its Frankfurt branch, a securities services company (Wertpapierdienstleistungsunternehmen) which is independent of the Offeror, has confirmed to the Offeror by written declaration dated 29 December 2010 in accordance with Section 13 para. 1 sentence 2 WpÜG that the Offeror has taken the necessary measures to ensure that at the time the payment claims of Teleplan Shareholders become due, it will have the necessary means at its disposal to complete the Offer. The written confirmation is attached as Annex 14.3 to this Offer Document. 15. Expected Effects of the Offer on the Assets, Financial and Earnings Positions of the Offeror 15.1 Methodology, Reservations and Assumptions (a) In order to assess the potential effects of the Offer on the assets, financial and earnings positions of the Offeror, the Offeror has undertaken a preliminary and unaudited estimate of the balance sheet position which the Offeror would have had in the event that Teleplan, on the basis of the figures published by Teleplan as to 30 September 2010, had been completely taken over as per 24 November 2010, the date of the Offeror's formation. For this purpose, the below calculations and descriptions compare the assets, financial and earnings positions of the Offeror excluding the effects of the Offer to the potential and assets, financial and earnings positions of the Offeror including certain assumed effects of the Offer if it were successful. The calculations below have been prepared based upon assumptions the Offeror believe are reasonable and that are outlined below. Nevertheless, the financial information below might not reflect the actual assets, financial and earnings positions of the Offeror following a successful Offer. The Offeror would especially like to point out that the effects of the Offer cannot be accurately predicted today because of the following: (i) (ii) (iii) (iv) The final amount of transaction related costs can only be finally determined once the Offer has been completed. The impact of any measures described under Section 8.2(e) of this Offer Document, which may be taken following settlement of the Offer has neither been estimated nor considered as an adjustment to the (simplified and unaudited) balance sheet or income statement of the Offeror. The tax impact has neither been estimated nor considered as an adjustment to the (simplified and unaudited) balance sheet or income statement of the Offeror. The Offeror and Teleplan apply different accounting standards. Whereas Teleplan applies IFRS (as implemented by the European Union), the Offeror applies the accounting principles set forth in the statutory provisions of Part 9, Book 2 of the Dutch Civil Code. 47

48 (b) (c) (d) Furthermore, the calculations and descriptions below as well as the information contained are based on information received prior to the publication of this Offer Document. This may be incorrect: (i) (ii) Currently, there are in total 60,537,859 Teleplan Shares issued. In addition, Teleplan has granted under its management equity incentive plan 1,304,566 Teleplan Options which entitle its holders to receive one Teleplan Share per Teleplan Option against payment of the exercise price agreed in respective option agreement. The below analysis is, therefore, based on the assumption of an issued share capital of Teleplan of EUR 15,460,606.25, i.e. 61,842,425 Teleplan Shares. The Offeror does not hold any Teleplan Shares and Teleplan Options. Additionally, the following calculations and descriptions as well as the information contained are based on the following assumptions. These may be incorrect: (i) (ii) (iii) (iv) (v) The Offeror will acquire 61,842,425 Teleplan Shares at the Offer Price, i.e. for a total consideration of EUR 154,606, (in this Offer Document also referred to as "Assumed Full Acquisition"). Transaction related costs of EUR 10,000,000 will be incurred, which will be capitalized as incidental acquisition costs. The exact amount of the transaction costs will be known only after the completion of the Offer and when the number of Teleplan Shares for which the Offer has been accepted is finally determined. The amount of EUR 10,000,000 taken into account for the purpose of the below calculations is based on Offeror's best estimate and the Offeror expects that the final amount will not exceed such estimated amount. Teleplan's bank debt which will be refinanced upon settlement of the Offer amounts to EUR 18,500,000. Apart from the Assumed Full Acquisition, no other effects on the assets, financial and earnings position of the Offeror which might have occurred or could occur in the future have been taken into account. The funds necessary to cover the total consideration and the transaction related costs are provided to the Offeror as equity and debt. The Offeror has not engaged in any business activities except for the activities in connection with its formation and the activities in connection with the transactions described in this Offer Document. Therefore, the Offeror has not achieved any revenues and earnings to any material extent prior to the publication of the Offer Document. The Offeror was incorporated on 24 November 2010 with an initial issued share capital of EUR 18,

49 15.2 Expected Effects on the Individual Financial Statements of Offeror The individual financial statements of Offeror are prepared in accordance with statutory provisions of Part 9, Book 2 of the Dutch Civil Code. The Offeror has not been engaged in any activities other than those which are incidental to its formation and the transactions described in this Offer Document, and thus has not achieved any revenue and earnings since its formation and up until the publication of this Offer Document. Subject to the reservations and assumptions made in Section 15.1 of this Offer Document and based on its current assessment, the Offeror believes that an acquisition of all Teleplan Shares will have the following consequences on the balance sheet of the Offeror: (simplified and unaudited) Balance Sheet of Offeror (in accordance with the Dutch Civil Code in keur (rounded) Before Offer (unaudited) Adjustments for the Offer (unaudited) After Offer (unaudited) Financial assets 0 164, ,606 Liquid funds Total assets , ,000 Equity 18 78,500 78,500 Debt 0 86,500 86,500 Total equity & liabilities , ,000 The acceptance of the Offer for all Teleplan Shares would, according to this estimate of the Offeror, have the following effects on the balance sheet of the Offeror, based on the statutory provisions of Part 9, Book 2 of the Dutch Civil Code: The balance sheet total will increase from EUR 18,000 to approximately EUR 165,000,000. The financial assets will increase from EUR 0 to approximately EUR 164,606, This increase is a result of the capitalization of the consideration paid for the Teleplan Shares (approximately EUR 154,606,062.50) as well as the transaction costs which are estimated to amount to EUR 10,000,000. Liquid funds will increase from EUR 18,000 to approximately EUR 369,000. The remainder of the liquid funds of approximately EUR 164,631,000 which will be 49

50 provided as equity and debt will be used for payment of the Teleplan Shares and the transactions costs. The equity of the Offeror will increase from EUR 18,000 to approximately EUR 78,500,000 as a result of the funds provided by Gilde Buy-Out Fund IV. The debt will increase from EUR 0 to approximately EUR 86,500,000 as a result of the funds drawn under the Credit Agreement. The future results of the Offeror are expected to depend on the following factors: As outlined above, the Offeror has not achieved any revenues and earnings since its formation and up until the publication of this Offer Document. The Offeror s revenues are expected to essentially consist of income from the Teleplan Shares. The amount of this future income cannot be predicted. Although Teleplan has not made any dividend payments for the financial year 2008, the Offeror assumes on the basis of the distribution of a dividend for the financial year 2009 in the amount of EUR 0.06 that Teleplan will distribute dividends in comparable amounts also in the future. However, the amount of future dividend payments by Teleplan will depend on whether Teleplan shows a balance sheet profit and whether at all and if so, in what amount, the general meeting of Teleplan or the management board of Teleplan will resolve a distribution of dividend. The amount of future dividends paid by Teleplan, is, however, not predictable and may even be zero, particularly if any of the measures described under Section 8.2(e)(iv)-(v) of this Offer Document is implemented. As outlined in Section 8.2(e)(iv) of this Offer Document, it is contemplated, subject to the Offer being successfully completed, that Teleplan will make a one time dividend payment of up to EUR 60,000,000 from its freely distributable reserves following settlement of the Offer, which would result in a one time dividend of approximately up to EUR 0.96 per share. Whether, in case such one time dividend is made, future dividend payment can be made by Teleplan will depend on whether Teleplan shows a balance sheet profit and whether at all and if so, in what amount, the general meeting of Teleplan or the management board of Teleplan will resolve a distribution of dividend. However, it cannot be predicted whether Teleplan will be able to make such one time dividend because the making of such distribution is, inter alia, subject to the availability of bank debt in the same amount. Given the assumed debt financing of approximately EUR 86,500,000, the Offeror will presumable have to make interest payments and debt repayments of approximately EUR 12,750,000 per annum. If after the settlement of the Offer the abovementioned dividend payment of up to EUR 60,000,000 is made, the Offeror will take the received amount for the partial repayment of its obligations under the Credit Agreement. Consequently, the annual interest payments and debt repayments under the Credit Agreement would reduce accordingly. Furthermore, it is contemplated, as outlined in Section 9.1 of this Offer Document, that Teleplan 50

51 and certain of its subsidiaries will accede upon closing of the Offer to the Credit Agreement and the security documentation and will grant security and provide guarantees to the lending banks. Assuming that the entire transaction costs are capitalized (see above), there will be no impact on the income of the Offeror from these transaction costs. Apart from the acquisition of Teleplan, no other consequences on the assets, financial and earnings positions of Offeror due to any business activities or to any actions in respect of the shareholding in Teleplan or its accounting treatment following the acquisition have been considered in this description Gilde Buy-Out Fund IV The Gilde Buy-Out Fund IV Coöperatief U.A. and Gilde Buy-Out Fund IV C.V. indirectly, through AMS Holding, hold the entire issued share capital of the Offeror (see Section 6.2). As private equity (investment) fund, the Gilde Buy-Out Fund IV Coöperatief U.A. and Gilde Buy-Out Fund IV C.V. are financed by their institutional investors who are, in turn, required to make pro-rata contributions up to the respective amount committed upon a respective request by Gilde Buy-Out Fund IV Coöperatief U.A. and Gilde Buy-Out Fund IV C.V. At the date of the publication of this Offer Document, the Gilde Buy-Out Fund IV Coöperatief U.A. and Gilde Buy-Out Fund IV C.V. had available to them, from firm obligations for contributions from their respective investors, a total amount of EUR 800,000,000. Of these funds, an amount of up to EUR 80,000,000 can be made available to the Offeror in connection with the transactions described in the Offer Document (see Section 14.2(a)). 16. Anticipated Consequences for Shareholders of Teleplan who do not accept the Offer Teleplan Shareholders who do not intend to accept this Offer should consider the following: (a) Teleplan Shares in respect of which this Offer is not accepted can continue to be traded. However, the present stock market price of Teleplan Shares is likely to reflect the fact that on 28 November 2010 the Offeror announced its decision to make this Offer at an Offer Price of EUR 2.50 per Teleplan Share. In addition, if this Offer is successful it is to be expected that after the completion of this Offer the supply of and demand for Teleplan Shares will be less than at present and that, accordingly, the liquidity of the shares will be reduced. It is therefore possible that buy and sell orders will not be executed in a timely manner or at all. Moreover, the likely reduction in liquidity of the Teleplan Shares could lead to large stock price fluctuations in the future. 51

52 (b) (c) (d) (e) (f) (g) If after completion of this Offer or at a later point in time the Offeror holds at least 95% of the share capital and the voting rights of Teleplan, the Offeror may initiate a squeeze-out procedure (uitkoopprocedure) in accordance with article 2:92a or 2:201a of the Dutch Civil Code or a takeover buy-out procedure in accordance with article 2:359c of the Dutch Civil Code in order to acquire the remaining Teleplan Shares. The minority shareholders will receive a cash compensation for their shares, to be determined by the relevant court. Such compensation can be higher, equal or lower than the Offer Price. The Offeror could also seek to implement other structural changes with respect to Teleplan or to terminate the listing of the Teleplan Shares by way of a formal delisting. The structural changes could, for example, constitute (i) a legal (triangular) merger (juridische (driehoeks-) fusie) in accordance with article 2:309 et seq. of the Dutch Civil Code or a possible cross-border merger (grensoverschrijdende fusie), between Teleplan, the Offeror or an affiliate of the Offeror, with Teleplan being a disappearing entity and the Offeror or another affiliate of the Offeror being the surviving entity, (ii) a legal demerger (splitsing) as specified in article 2:334a of the Dutch Civil Code or (iii) the sale of all or substantially all of the assets of Teleplan. As a result of the merger, the minority shareholders of the disappearing entity would become shareholders of the surviving entity. As the majority shareholder, the Offeror could procure to amend Teleplan's articles of association and change Teleplan's long term dividend policy, which could result in lower or even no dividends in the future. In case any of the measures described in Section 8.2(e)(iv)-(v) of this Offer Document is implemented following settlement of the Offer, Teleplan will have higher financial debt and consequently higher payment obligations in this respect than today which, as a consequence, could affect Teleplan's ability to make dividend payments in future. Upon settlement of the Offer, Teleplan and certain of its subsidiaries will accede to the financing and security documentation and will have the obligation to grant security to the lending banks for and guarantee its, the Offeror's and the other obligors' obligations under the financing documentation. The total amount of debt financing pursuant to the Credit Agreement that Teleplan will accede to upon settlement of the Offer is EUR 115,000,000. Following settlement of the Offer, or at a later date, Teleplan may consider applying for a delisting of the Teleplan Shares on the Regulated Market (Regulierter Markt) (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) provided that the necessary preconditions then exist. As a legal consequence the additional obligations under or in connection with a listing of shares on the Prime Standard of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) would no longer apply to Teleplan. However, in 52

53 this case, the Teleplan Shareholders would also no longer benefit from the more stringent reporting requirements of the Prime Standard segment. In addition, the Dutch Corporate Governance Code, including its transparency and accounting rules, would no longer apply. Delisting would also reduce the liquidity and marketability of any Teleplan Shares not tendered into the Offer. It is therefore possible that shareholders will not be able to buy and sell Teleplan Shares in a timely manner or at all. 17. Right of Withdrawal Teleplan Shareholders who have accepted this Offer have the following withdrawal rights until the expiry of the Acceptance Period: (a) If the Offeror amends the Offer pursuant to Section 21 para 1 WpÜG, Teleplan Shareholders who have accepted the Offer prior to the publication of the amendment may, at any time until the expiry of the Acceptance Period, withdraw from the agreement entered into with Offeror as a result of their acceptance of the Offer pursuant to Section 21 para. 4 WpÜG. (b) If an offer document for a Competing Offer within the meaning of Section 22 para. 1 WpÜG, is published during the Acceptance Period, Teleplan Shareholders who have accepted this Offer may withdraw from the agreement entered into with Offeror as a result of their acceptance of the Offer pursuant to Section 22 para. 3 WpÜG if and to the extent the agreement was entered into by accepting this Offer before publication of the offer document for the Competing Offer. The declaration of withdrawal must be made in writing vis-à-vis the respective Custodian Bank prior to expiry of the Acceptance Period. Additionally, the withdrawing Teleplan Shareholder has to instruct the relevant Custodian Bank within the period in which it has the right to withdraw to cause the reversal of the book-entry transfer of the Tendered Shares. The withdrawal shall only be effective if the Tendered Shares will promptly be re-booked into ISIN NL by the relevant Custodian Bank by no later than the second Trading Day following the expiry of the Acceptance Period (18:00 hours CET). In the event of an amendment to this Offer or a Competing Offer, further details will be published in accordance with Section 19 of this Offer Document. Upon expiry of the Acceptance Period, the right to withdraw lapses. Upon valid exercise of their withdrawal rights, Teleplan Shareholders will be deemed to have withdrawn from the agreement entered into with Offeror as a result of their acceptance of the Offer. A withdrawal of acceptance of the Offer may not be revoked. Any Tendered Shares that are properly withdrawn will thereafter be deemed not validly tendered for purposes of this Offer. However, a Teleplan Shareholder may accept this Offer again by re-tendering its Teleplan Shares in accordance with the acceptance procedure described in this Offer Document at any time until the expiry of the Acceptance Period or, as the case may be, until the expiry of the Subsequent Acceptance Period. The rescission will be free of charge for Teleplan Shareholders. 53

54 18. Management Board and Supervisory Board of Teleplan 18.1 Statement on Advantages or Benefits for Members of the Management Board or the Supervisory Board of Teleplan Except for the purchase price payable under the Irrevocable Undertakings as described in Section 8.3 of this Offer Document, neither a member of the management board nor of the supervisory board of Teleplan has been granted, or given the prospect of, cash payments or other benefits of monetary value by the Offeror or any person acting in concert with the Offeror in connection with this Offer. With respect to the intentions of the Offeror regarding the implementation of a management equity program in the future, please see Section Reasoned Statement / Position Statement Pursuant to Section 27 para. 1 WpÜG the management board and the supervisory board of Teleplan have to give a reasoned statement in respect of the Offer and any amendments, as the case may be, and have to publish such statement in accordance with Sections 34, 14 para. 3 sentence 1 WpÜG without undue delay after receiving the Offer Document and any amendments thereto have been submitted. Teleplan has already publicly stated that (a)after having thoroughly considered the strategic, financial and social aspects of the Offer, both the supervisory board and the management board of Teleplan, which are being advised by ABN AMRO Bank N.V., support the Offer and its terms and conclude that the Offer is in the best interest of the shareholders and all other stakeholders of Teleplan and (b) the supervisory board and the management board recommend that Teleplan Shareholders accept the Offer. Pursuant to Section 18(2) and Annex G of the PO Decree, Teleplan has to render a notice which contains a position statement of the management board and supervisory board of Teleplan (standpuntsbepaling) in respect of the Offer. This statement shall ultimately be available 4 business days prior to the extraordinary general meeting of Shareholders of Teleplan, described in Section 7.5 of this Offer Document. The management board and the supervisory board of Teleplan, taking into account the Offer Price, agreed to support the Offer and have retained ABN AMRO Bank N.V. as financial advisor which has already confirmed in a fairness opinion dated 28 November 2010 in connection with the Offer that it considers the Offer Price, from a financial point of view, to be fair to the Teleplan Shareholders Functions of Members of the Management Board and the Supervisory Board of Teleplan at Offeror and at Persons acting in Concert with it Currently, no member of the management board or the supervisory board of Teleplan has any functions at the Offeror or any persons acting in concert with it. 54

55 19. Results of the Offer and other Announcements 20. Tax In accordance with Section 23 para. 1 WpÜG, the Offeror will announce the number of Teleplan Shares tendered based on Declarations of Acceptance received, including its interest in the share capital and voting rights as follows: weekly, following the publication of this Offer Document, daily, during the last week before expiration of the Acceptance Period, without undue delay after the expiration of the Acceptance Period, and without undue delay after the expiration of the Additional Acceptance Period. In addition, acquisitions of Teleplan Shares outside the Offer will be published according to Section 23 para. 2 WpÜG. Publications by the Offeror pursuant to Section 23 para. 1 and para. 2 WpÜG as well as all additional publications and announcements in connection with this Offer, which are required under the WpÜG, will be published in German and English language on the internet at In addition, announcements or notices will be published in German language in the Electronic Federal Gazette (elektronischer Bundesanzeiger). The result of this Offer will be published within five Banking Days following the expiry of the Acceptance Period and of the Additional Acceptance Period respectively. The Offeror recommends Teleplan Shareholders to seek professional advice prior to the acceptance of the Offer on the tax consequences of accepting the Offer which takes into account their individual situation. 21. Settlement Agent Deutsche Bank AG has coordinated the technical handling of the Offer and will act as Settlement Agent. 22. Applicable Law/Jurisdiction The Offer and the contracts arising between Offeror and Teleplan Shareholders as a result of its acceptance are exclusively governed by the laws of the Federal Republic of Germany. To the extent legally permissible, the courts in Frankfurt am Main shall have exclusive jurisdiction. 55

56 23. Declaration of Assumption of Responsibility AMS Acquisition B.V., with its seat in Utrecht, The Netherlands, assumes, in accordance with Section 11 para. 3 WpÜG, responsibility for the contents of this Offer Document. AMS Acquisition B.V. declares that to its knowledge the information in this Offer Document is correct and that there are no material omissions. Utrecht, this 7 January 2011 (Signature) 56

57 Annex 6.3 Structure Chart of Bidder's Shareholder Structure 57

58 Annex 6.4 Persons acting in Concert with AMS Acquisition B.V. No. Name Address 1 AMS Holding B.V. Utrecht, The Netherlands 2 Gilde Buy-Out Fund IV Coöperatief U.A. Utrecht, The Netherlands 3 Gilde Buy-Out Fund IV C.V. Utrecht, The Netherlands 4 Gilde IV GP C.V. Utrecht, The Netherlands 5 Gilde IV Management B.V. Utrecht, The Netherlands] 6 Gilde Buy-Out Fund IV Management B.V. 1 Utrecht, The Netherlands 7 Stichting Gilde Buy-Out Fund IV. Utrecht, The Netherlands 8 GIBO IV MLP Limited St. Peter Port, Guernsey 9 GBOF IV CV Investors L.P. St. Peter Port, Guernsey 10 BOF IV GP LP. St. Peter Port, Guernsey 11 BOF IV GP Co. Limited St. Peter Port, Guernsey 12 Gilde Buy-Out Fund III Charitable Trust St. Peter Port, Guernsey 13 Gilde Buy Out Partners B.V. 1 Utrecht, The Netherlands 14 Gilde Buy-Out Partners AG 1 Zurich, Switzerland 15 Gilde Buy-Out Partners S.A.S. 1 Paris, France 16 IPES Trustees Limited St. Peter Port, Guernsey 17 IPES Guernsey Limited St. Peter Port, Guernsey 18 IPES Holdings Limited St. Peter Port, Guernsey 19 IPES Guernsey Holdings Limited St. Peter Port, Guernsey 1 Acting on concert because of coordination with the Offer with respect to Teleplan 58

59 Annex 7.4 Persons acting in concert with Teleplan No. Company Name Location Jurisdiction of Incorporation or Establishment Stake 1. Teleplan Holding Europe B.V. Amsterdam The Netherlands 100% 2. Teleplan & White Electronics B.V. Amsterdam The Netherlands 100% 3. Teleplan & White Electronics B.V. branch Havant England 100% 4. Teleplan Technology Services Sdn. Bhd. Penang Malaysia 100% 5. Teleplan Colchester Ltd. Colchester England 100% 6. Teleplan Polska Sp. z.o.o. Bydgoszcz Poland 100% 7. Teleplan Communications B.V. Zoetermeer The Netherlands 100% 8. Teleplan Estonia Osaühing (oü) Tallinn Estonia 100% 9. Teleplan Belgium BVBA Hasselt Belgium 100% 10. Teleplan Lifecycle Services SRL Madrid Spain 100% 11. Teleplan Computer Services Ltd. Havant (formally Telford) England 100% [dormant] 12. Teleplan Repair Services B.V. Amsterdam The Netherlands 100% 13. Teleplan Germany GmbH Weiterstadt Germany 100% 14. Teleplan Rhein-Main GmbH Weiterstadt Germany 100% 59

60 No. Company Name Location Jurisdiction of Incorporation or Establishment Stake 15. Teleplan Holding USA, Inc. Roseville, CA California, USA 100% 16. ESL Technologies, Inc. Roseville, CA California, USA 100% 17. Teleplan Services Texas, Inc. Irving (Dallas), TX Texas, USA 100% 18. Teleplan Service Logistics, Inc. Calexio, CA California, USA 100% 19. Teleplan Wireless Services, Inc. 20. Teleplan Videocom Solutions, Inc. Chanhassen (Minneapolis), MN New Castle (Philadelphia), DE Minnesota, USA 100% California, USA 100% 21. Teleplan Nominee, Inc. Roseville, CA California, USA 100% 22. Tecnomex Industrial S.A. DE C.V. Mexicali Mexico 100% 23. Teleplan de Mexico S.A. De C.V. Reynosa Mexico 100% 24. RFJ Industries, Inc. Ventura, CA California, USA 25. Teleplan Services Ohio, Inc. Grove City, OH Ohio, USA 100% [dormant] 100% [dormant] 26. Teleplan Services Colorado, Inc. Lafayette, CO Colorado, USA 100% 27. Teleplan Holding Asia B.V. Amsterdam The Netherlands 100% 28. Teleplan Service Solutions Asia B.V. Amsterdam The Netherlands 100% 29. Teleplan Service Solutions Asia B.V. branch Hong Kong China 100% 30. Teleplan Service Solutions Asia B.V. branch Sydney Australia 100% 60

61 No. Company Name Location Jurisdiction of Incorporation or Establishment Stake 31. Teleplan Service Solutions Asia B.V. branch Singapore Singapore 100% 32. Teleplan Technologies (Suzhou) Co. Ltd. Suzhou China 100% 33. Teleplan Electronic Technology (Shanghai) Co., Ltd. Shanghai China 100% 34. Teleplan Shanghai APO branch Shanghai China 100% 35. Teleplan Prague s.r.o st Repair Agency s.r.o. Ricany-Jazlovice (Prague) Ricany-Jazlovice (Prague) Czech Republic 100% Czech Republic 100% 37. LLC First Repair Agency Kyiv Ukraine 100% [dormant] 38. Teleplan Hong Kong Limited Hong Kong China 100% 39. PT. Teleplan Indonesia Jakarta Indonesia 100% 40. Teleplan Services Technology Ltd. Hong Kong China 100% 41. Teleplan Korea Yuhan Hoesa Korea 100% 42. Teleplan Macau Limitada Macau Macau SAR 100% 43. Teleplan Taiwan Ltd. Taipeh Taiwan 85% [dormant] 44. Teleplan APAC Holding PTE LTD Singapore Singapore 100% 61

62 Annex 12.1(h) List of companies active in the business of Teleplan 1. Anovo (France) 2. Celestica (Canada) 3. Contec (US) 4. CTDI (US) 5. Elcotec (Luxembourg) 6. Flextronics (US) 7. Foxconn (Taiwan) 8. Jabil (US) 9. Regenersis (UK) 62

63 Annex 14.3 Financing Confirmation 63

64