tatiana\Bank Book\Public Bank Book\FINAL <strong>ISS</strong> PUBLIC Bank IM - Press Release to EMTN_1.doc 9 Nov 2005 10:32 16/91 Covenants 16 Executive Summary The financial covenants for the Credit Facilities are standard for a leveraged transaction <strong>of</strong> this type including: � Net Senior Bank Debt/Pro Forma EBITDA � Total Net Debt/Pro Forma EBITDA � EBITDA/Total Net Cash Interest � Free Cash Flow/Total Debt Service � Limitations on Capital Expenditure
tatiana\Bank Book\Public Bank Book\FINAL <strong>ISS</strong> PUBLIC Bank IM - Press Release to EMTN_1.doc 9 Nov 2005 10:32 17/91 D. Company Overview 1. Company Description 17 Executive Summary <strong>ISS</strong> is one <strong>of</strong> the world's largest providers <strong>of</strong> facility services, with operations in 43 countries in Europe, South America, Asia and Australia. <strong>ISS</strong> is Europe's largest provider <strong>of</strong> cleaning services and is one <strong>of</strong> the top three cleaning companies, based on revenue, in Austria, Belgium, Hong Kong, the Netherlands, the Nordic region (Sweden, Denmark, Norway and Finland), Singapore, Spain, Switzerland, and the United Kingdom. <strong>ISS</strong> has a diversified customer base <strong>of</strong> more than 100,000 public and private sector customers. The Company employs more than 305,000 employees worldwide and is among Europe's ten largest private employers as <strong>of</strong> September 30, 2005. In 2004, <strong>ISS</strong> had total revenue <strong>of</strong> DKK 40.4 billion (EUR 5.4 billion) and EBITDA <strong>of</strong> DKK 2.9 billion (EUR 386 million). For the twelve months ended September 30, 2005, <strong>ISS</strong> had revenue <strong>of</strong> DKK 45.1 billion (EUR 6.0 billion) and EBITDA <strong>of</strong> DKK 3.3 billion (EUR 440 million). Figure 2: <strong>ISS</strong> Service Overview (1) Facilities Services Cleaning Property Catering Office IFS Daily Office Cleaning Dust Control Washroom Services Specialised Cleaning Food Hygiene Maintenance Landscaping HVAC Pest Control Damage Control Operation <strong>of</strong> Canteens Within Customer Facilities Event Catering Call Centres Reception Services Office Logistics Access Control Integrated Facilities Services Revenues (’04 DKKm) 26,429 8,252 2,003 1,822 1,230 % <strong>of</strong> Total Revenues 66% 21% 5% 5% 3% Note: (1) Excludes Health Care operations, which were divested in two separate transactions in H1 2005. Source: <strong>ISS</strong> <strong>ISS</strong> has been operating for more than 100 years. The Company started as a security company and began <strong>of</strong>fering cleaning services in 1934. Since that time, <strong>ISS</strong> has expanded its business, both through organic growth and acquisitions, and its facility services currently include: � Cleaning Services, which represented approximately 66% <strong>of</strong> 2004 revenue, include daily <strong>of</strong>fice and facility cleaning, dust control, washroom and specialized cleaning services; � Property Services, which represented approximately 21% <strong>of</strong> 2004 revenue, include landscaping, damage control services, building maintenance and pest control services; � Office Support Services, which represented approximately 5% <strong>of</strong> 2004 revenue, include call centres, reception services, <strong>of</strong>fice logistics and access control; � Catering Services, which represented approximately 5% <strong>of</strong> 2004 revenue, include company restaurants, catering, event catering, executive dining and <strong>of</strong>fice catering solutions such as c<strong>of</strong>fee points; and