MERGER PROPOSAL. Registered office The company s registered office is situated at A. Vaucampslaan 42, 1654 Huizingen.

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1 MERGER PROPOSAL NV TRAVIATA Emiel Mommaertslaan 18A, 1831 Diegem BTW BE / RPR (Brussels NV REALDOLMEN A. Vaucampslaan 42, 1654 Huizingen BTW BE / RPR (Brussels) MERGER PROPOSAL FOR MERGER WITH 100% SUBSIDIARY On 7 October 2013, the managing body of the companies mentioned below decided to submit this merger proposal, drawn up in accordance with article 719 of the Company Code, to its extraordinary general meetings of shareholders, in accordance with the terms of articles 719 to 727 of the Company Code. The managing bodies of the companies mentioned below have taken the initiative to merge the companies. This entails the transfer of the entirety of the assets, rights and obligations, to the acquiring company, in accordance with article 682 and ff. of the Company Code: the acquiring company, RealDolmen NV, whose registered office is situated at A. Vaucampslaan Huizingen, registered with the Crossroads Bank for Enterprises RPR (VAT BE) (Brussels); the acquired company, Traviata NV, whose registered office is situated at 1831 Diegem, Emiel Mommaertslaan 18A, registered with the Crossroads Bank for Enterprises RPR (VAT BE) (Brussels). The aforementioned managing bodies mutually undertake to do everything in their power to bring about the merger under the conditions defined below and hereby determine the following merger proposal which will be presented for the approval of the companies respective extraordinary general meetings. 1. Legal notifications 1.1. Identification of the companies involved (art. 719, 1 Company Code) Identification of the acquiring company Constitution RealDolmen NV, previously Real Software NV, was established on 6 June 1986 by deed executed by notary public Luc Rochtus, with office in Antwerp and is referred to below as the acquiring company. The constitution was published in the Annexes to the Belgian Official Gazette of 2 July 1986 under the number Changes to the articles of association The articles of association of the company have been modified on several occasions, with the last change being made on 20 July 2012, by deed executed by notary public Filip De Sagher, whose registered office and principal place of business is in Steenokkerzeel, with intervention of notary public Tom Coppens, whose registered office and principal place of business is in Vosselaar, published in the Annexes to the Belgian Official Gazette of 20 August 2012 under register number , for the modification to the capital of RealDolmen NV. Registered office The company s registered office is situated at A. Vaucampslaan 42, 1654 Huizingen. Capital The company s capital is 32,193, EUR. This is divided into 5,207,767 shares without mention of any nominal value, each share representing equal value. The capital has been paid up in full to date in the amount of 32,193, EUR. Purpose The company s objective is - All commercial, industrial, financial, movable and immovable transactions in the field of information, communications and computer sciences, for clients in Belgium and/or abroad, on its own account or on the account of third parties, including but not limited to all transactions pertaining to the following activities or of such a nature as to benefit them:

2 - the construction, purchase, sale, rental, distribution, development, equipment, management, operation, conversion and/or implementation of products in the field of information, communications and computer technology, technical, electrical or electronic products or hardware, company processes or methodologies, programs, design or software, graphic design, and any other products within this field, of any nature whatsoever; - the provision of services, including the performance of controls, audits, studies and investigations and the provision of advice, pertaining directly or indirectly with the products, industries and/or markets described above; - the coordination of the activities described above and below; - the purchase, sale, development, execution and/or participation in investigations and studies, both in practical or operational fields and in theoretical or methodical fields, as a consultant or otherwise, pertaining to information, communications and computer sciences; - the purchase, sale, rental, development, management and/or execution of training and/or management programmes of any nature. To advise, support and guide organisations in the improvement of their business operations in the fields in which the company is active, in particular but not limited to the field of information, communications and computer sciences. To act as a consulting firm for electronic, chemical, technological applications for distribution, production and industry, including but not limited to air conditioning and heating, electricity, high voltage, low voltage, light current cooling technique; (mini-)computer applications and mechanisation in distribution, industry and production, laboratory research, security systems, etc. Construction, sale, installation, start-up and/or repair of equipment constructed with microprocessors and/or microcomputers. Contracting, execution and coordination of works and various activities including but not limited to: roadworks, woodworks, metal construction, mechanical equipment, hydromechanical equipment installations, electronic equipment, transportation and dispatching installations in buildings, electrical installations, electronic installations, telecommunications equipment, the installation of wiring for telephone installations and computer systems and of data management, the installation of electrical heating installations, the installation of electrical wiring and accessories, the creation of communications lines and networks, the delivery and connection of installations to buildings and the maintenance thereof, installations for the processing of domestic refuse, installations for water purification, the installation of cables and various piping and special installations. The company will not only be able to act in its name and for its own account but also as a broker, intermediary or representative for transactions mentioned in its stated purpose. The company will also be able to accept and execute assignments and mandates which allow it to gain control over the administrative, financial, accounting and commercial issues of other companies as well as observe the day-to-day management thereof. The company will, within the confines of what is legally admissible, be able to be involved with the lending of services and staff to all other companies who may request it to do so, and in any field and in the sense of the word service, as well as with the provision of performances, whether or not performed by the company s own staff, in order to assist private persons, companies from public and private sectors and public and semigovernmental companies in the performance of their assignments. The company may also, both in Belgium and abroad, perform all transactions, be it of a technical, economic, social, intellectual, organisational, civil, commercial, industrial, financial, moveable or immovable nature, pertaining directly or indirectly (in the broadest sense) to the aforementioned activities or of such a nature as to in any way promote the realisation thereof, the preceding enumeration is in no way exhaustive by nature. Where appropriate, an exception will need to be made for regulated activities, for which the required authorisations or permits are lacking. The company may also have interests by way of assets, registration or otherwise, in all companies, societies or corporations striving towards a similar, analogous or related objective, whose objective is of such a nature as to promote that of the company. It may also stand surety or provide endorsement, advance payments and credits, loans or other methods of financing, as well as mortgages or other guarantees or sureties to this company as well as to other companies, societies, activities, corporations and persons. Management and representation The company is managed by: - Tomorrow Now BVBA, whose permanent representative is Thierry Janssen, executive chairman of the Board of Directors; - DR Associates BVBA, whose permanent representative is Filip Roodhooft, director;dr Associates BVBA, represented by Filip Roodhooft, director; - Jef Colruyt, director;

3 - Wim Colruyt, director; - Vauban NV, whose permanent representative is Gaëtan Hannecart, director; - At Infinitum NV, whose permanent representative is Dimitri Duffeleer, director; - Isis BVBA, whose permanent representative is Inge Buyse, director; - Aspire BVBA, whose permanent representative is Godelieve Mostrey, director. Register of legal entities The company is entered in the register of legal entities in Brussels under company number Identification of the acquired company Constitution Traviata NV was established on 22 January 2003 by deed executed by notary Charles LeBon, whose registered office is in Brussels, referred to below as the acquired company. The constitution was published in the Annexes to the Belgian Official Gazette of 19 March 2003 under number Changes to the articles of association The company s articles of association have been changed several times since then, with the last change being made by notary Isabelle Mostaert in Leuven on 28 December 2007, published in the Annexes to the Belgian Official Gazette of 28 January 2008 under number Registered office The company s registered office is situated at Emiel Mommaertslaan 18A, 1831 Diegem. Capital After the capital raising, the company s capital is 213,000 EUR. This is divided into A and B shares, all without mention of value. The capital has been paid up in full to date. Purpose The company s purpose, both on its own account and on the account of third parties, in Belgium and abroad, is: - The provision of advice and assistance to business and government in the area of planning, organisation, efficiency and supervision, the provision of information to management. - Management activities of holding companies: intervention in day-to-day management, representation of companies on the grounds of owning or controlling the company capital and other management activities. - The long-term retention of shares from various other companies from a range of different business sectors. - The provision of advice about types of computers (hardware) and their configuration and application of additional programming (software): analysis of user needs and problems and offering the best solution. - The analysis, design, programming and possible publication of user-ready systems, including automatic data identification systems: development, production, supply/composition of documentation about standard or special programming. - The provision of advice relating to computer programs. - The provision of assistance in applying programs. - The wholesale trading of computers and peripheral equipment. - Other activities relating to computers, particularly the sale of software. The company may conduct all commercial, industrial and financial activities and may conduct all immovable and moveable property transactions that are connected directly or indirectly with its corporate purpose or which might contribute towards the company s development, with the exception of moveable and immovable securities reserved under the law to banks and exchange agents. - The company may undertake all assignments relating to the management, direction and liquidation of all companies and enterprises and advise them. - The company may, by way of contribution in cash or in kind, merger, subscription, shareholding, financial intervention or otherwise, take interests in other companies and enterprises already existing or yet to be established, in Belgium or abroad, of which the corporate purpose is related or similar to its own or is of a nature to promote its own corporate purpose. - The company may also grant all loans or guarantee loans made by third parties to associate companies.

4 Management and representation The company is managed by: - BVBA Valam, whose permanent representative is Claude Verschueren, director and managing director; - BVBA Eleven Fifty Five, whose permanent representative is Wim Geukens, director and managing director; - Mr Marc DE KEERSMAECKER, General Manager, residing at 3140 Keerbergen, Schrieksebaan 254, director and managing director; - Mr Paul DE SCHRIJVER, C.F.O. residing at 9000 Ghent, Coupure 685, director and managing director - Mr Thierry DE VRIES, general secretary, residing at 3090 Overijse, Mouflonlaan 15, director. Register of legal entities The company is entered in the register of legal entities in Brussels under company number Accounting date (art o Company Code) The transactions of the company to be absorbed will be deemed to be performed for the account of the acquiring company from 1 January Special rights Company Code) All shares constituting the capital of the acquired company are identical and grant the same rights and privileges to the holders thereof, so that no shares according any special rights will be created within the acquiring company. There are no other securities within the company to be acquired. Therefore, no special regulations need to be established on the matter Special privileges (art Company Code) No special privileges are granted to the managers of the acquired company, nor to the managers of the acquiring company Transfer of immovable property The acquired company does not own but rents immovable property. This means that no soil certificate is required. 2. Reasons for the merger After analysis of their corporate activities, RealDolmen NV and Traviata NV are convinced that their knowledge, services and solutions are complementary. Initially, this has led to the sale of all shares in Traviata NV to RealDolmen NV for the purpose of envisaging a full integration of the activities of Traviata NV with those of RealDolmen, which as a single-source provider of integrated ICT solutions for companies presents itself as a leading Belgian company. In addition to the commercial reasons for the merger, it is also advisable to fully execute logistical and organisational integration. An optimally integrated IT system requires that the company processes and the ICT infrastructure are thoroughly aligned to one another. Modern ICT applications form part of a large network of applications and processes. Therefore, the economic and organisational realities no longer warrant the existence of two separate entities. Through this silent merger, the legal and economic realities can be unified, which will ultimately result in increased efficiency. 3. Additional notifications 3.1. Composition of the assets of the acquired company The composition of the assets of the acquired company is enclosed in annex 1 and is an integral part of this merger proposal Change of the articles of association of the acquiring company If the proposed merger comes into being, the by-laws of the acquiring company do not need to be modified.

5 3.3. Costs of the merger transaction The costs of the merger transaction will be borne as follows: On the assumption that this merger proposal will not be approved, the costs related hereto will be borne by the acquiring company. On the assumption that this merger proposal will be approved, the costs resulting from the merger will be borne by the acquiring company Undertakings The undersigned mutually commit themselves to doing everything in their power to bring about the merger in the manner described above subject to this proposal being approved by the extraordinary general meeting and with due regard for the statutory regulations of the Company Code. The undersigned will communicate all useful information mutually as well as to the shareholders in the manner prescribed by the Company code. The elements and data exchanged within the purview of this proposal are confidential. The undersigned mutually undertake to respect the confidential nature of all information exchanged Extraordinary General Meeting This proposal will be submitted to the extraordinary general meetings of the company to be acquired and the acquiring company, at the earliest six weeks after submission to the registry of the commercial court provided by article 719 of the Company Code, with the proviso that the management boards will do everything within their power to achieve an approval date of 27 November 2013 or 18 December 2013, which is the date of the second extraordinary general meeting of the acquiring company. The wording of this document was drawn up on 7 October 2013 in Huizingen and Diegem, as an original copy, each version being equal, with the intention of being submitted to the registry of the commercial courts in Brussels in accordance with article 719 of the Company Code. The company grants power of attorney to Thierry de Vries, general secretary, with the authority to sub-delegate, in order to perform the filing of this proposal.

6 For the acquiring company: For the acquired company: Tomorrow Now BVBA, whose permanent representative is Thierry Janssen, executive chairman of the board of directors Valam BVBA, whose permanent representative is Claude Verschueren, managing director Aspire BVBA, whose permanent representative is Godelieve Mostrey, director Eleven Fifty Five BVBA, whose permanent representative is Wim Geukens, managing director DR Associates BVBA, whose permanent representative is Filip Roodhooft, director Mr Marc DE KEERSMAECKER, General Manager, residing at 3140 Keerbergen, Schrieksebaan 254, managing director Jef COLRUYT, director Mr Paul DE SCHRIJVER, C.F.O. residing at 9000 Ghent, Coupure 685, managing director Wim COLRUYT, director Mr Thierry DE VRIES, general secretary, residing at 3090 Overijse, Mouflonlaan 15, director Isis BVBA, whose permanent representative is Inge Buyse, director

7 Vauban NV, whose permanent representative is Gaëtan Hannecart, director At Infinitum NV, whose permanent representative is Dimitri Duffeleer, director

8 Annex 1 Composition of the assets of Traviata NV