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I. Table of Contents - ISS

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tatiana\Bank Book\Public Bank Book\FINAL <strong>ISS</strong> PUBLIC Bank IM - Press Release to EMTN_1.doc 9 Nov 2005 10:32 53/91<br />

E. Acquisition History<br />

53<br />

Company Overview<br />

Consolidation <strong>of</strong> the industry is an integral part <strong>of</strong> <strong>ISS</strong>’s strategy and consequently <strong>ISS</strong> makes a large<br />

number <strong>of</strong> acquisitions every year in its key business areas. <strong>ISS</strong> has also done a few “platform”<br />

acquisitions to enter new geographies and / or areas <strong>of</strong> activities.<br />

In recent years, <strong>ISS</strong> has followed a strategy <strong>of</strong> selectively acquiring smaller companies, typically with<br />

annual revenues <strong>of</strong> less than DKK 100 million (EUR 13 million), in order to strengthen <strong>ISS</strong>’s<br />

competencies, enhance its service <strong>of</strong>fering or establish critical mass. The volume <strong>of</strong> acquisitions has<br />

varied in recent years depending upon market conditions. In the years ended December 31, 2002,<br />

2003 and 2004, <strong>ISS</strong> made 31, 51 and 95 acquisitions respectively. <strong>ISS</strong> reduced its acquisition activity<br />

in 2002 to concentrate on initiatives aimed at increasing its Operating Margins. These efforts included<br />

contract trimming in Belgium, Denmark, France, Germany and the Netherlands in 2002 and in Brazil<br />

initiated in 2003, in order to rationalize <strong>ISS</strong>’s contract portfolio following a period <strong>of</strong> significant growth.<br />

Following completion <strong>of</strong> these projects, <strong>ISS</strong> increased its acquisition activity in 2004. <strong>ISS</strong> has<br />

maintained a similar acquisition pace in 2005, completing 74 acquisitions through September 30, 2005.<br />

<strong>ISS</strong> has a well-developed acquisition process, which relies to a large extent on its local management<br />

teams in order to capitalize on their local market knowledge. These local management teams are<br />

responsible for target identification and for most <strong>of</strong> the acquisition process through to integration <strong>of</strong> the<br />

acquired business. <strong>ISS</strong>’s M&A department manages the acquisition process, primarily with respect to<br />

valuation <strong>of</strong> the acquisition and negotiation <strong>of</strong> the material acquisition agreements, to the extent that its<br />

centralized resources add value. This centralized department is responsible for quality assurance with<br />

respect to all acquisitions. <strong>ISS</strong>’s group M&A department is more heavily involved in all larger<br />

acquisitions and all acquisitions are approved by the Executive Management Board <strong>of</strong> <strong>ISS</strong><br />

Management A/S (“<strong>ISS</strong> Management”), and the approval <strong>of</strong> the Board <strong>of</strong> <strong>ISS</strong> Management is required<br />

for large or strategic acquisitions.<br />

Please see the following figure for an historical overview <strong>of</strong> <strong>ISS</strong> acquisitions since 2000, representing<br />

a total <strong>of</strong> more than 375 acquisitions; in more than 30 countries, with acquired Revenues <strong>of</strong> more than<br />

DKK 23 billion (EUR 3.1 billion).<br />

Figure 14: Approximate Acquired Revenues, Historical Overview <strong>of</strong> Acquisitions 2000 –<br />

9M-2005 (Approximate Acquired Full Year Revenues)<br />

DKK million<br />

8,000<br />

7,000<br />

6,000<br />

5,000<br />

4,000<br />

3,000<br />

2,000<br />

1,000<br />

Source: <strong>ISS</strong><br />

0<br />

6,363<br />

4,384<br />

1,930<br />

1,280<br />

6,095<br />

3,150<br />

2000 2001 2002 2003 2004 9M 2005<br />

Cleaning Property Catering Office Support Integrated Facilities Services Other

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