Real Software NV Dolmen Computers Applications NV by chenmeixiu

VIEWS: 89 PAGES: 244

									                                  Real Software NV
                                 (“Real”)
Voluntary and conditional mixed takeover bid on all the Shares and Warrants
                                    of




         Dolmen Computers Applications NV
                                         (“Dolmen”)
                        possibly followed by a subsequent squeeze-out
                          Real offers the following consideration
                                    For each Dolmen Share
                                         5.69 Euro cash plus
                                   32 Real shares with VVPR strips.
                                       For each Dolmen Warrant
                  Warrants                     Cash                                 Share

              Warrant 2000                0.65 Euro               5 Real shares with VVPR strips
              Warrant 2001                2.78 Euro               16 Real shares with VVPR strips
              Warrant 2005                2.91 Euro               16 Real shares with VVPR strips
              Warrant 2006                2.92 Euro               16 Real shares with VVPR strips
              Warrant 2007                2.48 Euro               15 Real shares with VVPR strips
             The Initial Acceptance Period will run from February 20, 2008 until March 5, 2008.
                                       Acceptances are centralized by




                                                 Receiving Agent
                                               In collaboration with
                   KBC Bank                     CBC Banque
At issuance, all Real shares and VVPR strips will be listed on Euronext Brussels.
The offering and distribution of this Prospectus are subject to CERTAIN RESTRICTIONS. See “Certain
restrictions on the Takeover Bid, the Offering and the distribution of this Prospectus”, beginning on page 22.
THE ACCEPTANCE OF THE TAKOVER BID (IN CONSIDERATION FOR THE SHARES ISSUED BY REAL)
INVOLVES RISK. See “Risk Factors” beginning on page 17.
If Real holds 95% (or more) of the Shares following either the Initial Acceptance Period of the Takeover Bid or a
reopening of the Takeover Bid, if any, (but disregarding the number of Warrants), Real reserves the right to proceed
with a squeeze-out under the same terms as the Takeover Bid in accordance with applicable law.
The Prospectus including the Acceptance Form is available on the websites of Real, KBC Securities, KBC Bank and
CBC Banque, or can be requested by phone at the KBC Telecenter (n™ 03/283 29 70) or CBC Banque (n™ 0800/92
020).
                                      Prospectus of February 13, 2008
                                                                          INDEX

Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1
   Business Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            1
   Advantages of the Envisaged transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     3
   Object of the Takeover Bid and Takeover price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                         6
   Agreement with the Reference Shareholders and Support by the Board of Directors . . . . . . . . . . . . . .                                             7
   Availability of the Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           7
   Receiving Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         8
   Valuation of the Consideration offered by Real . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                      8
   Conditions Precedent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          8
   Key Figures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       8
   Key Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       12
   Key Features of the Offering Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                14
   Particular Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     14
   Acceptance of the Takeover Bid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                14
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      17
   Risks Related to the Market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            17
   Risks Related to the Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              18
   Risks Related to the Takeover Bid and the Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                         19
Disclaimers and Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             22
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
1. General Information and Information Concerning Responsibility for the Prospectus and for
   Auditing the Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            28
   1.1 Responsibility for the Content of the Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                           28
   1.2 Responsibility for the Auditing of the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                28
         1.2.1 Real . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       28
         1.2.2 Dolmen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         29
   1.3 Approval by the Banking, Finance and Insurance Commission . . . . . . . . . . . . . . . . . . . . . . . . . .                                      30
   1.4 Legal Publications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             30
   1.5 Approval by the Board of Directors of Real . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                           30
   1.6 Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              31
         1.6.1 Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         31
         1.6.2 Company Documents and Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                               31
2. Objectives and Impact of the Takeover Bid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                          31
   2.1 Objectives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         31
         2.1.1 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         31
         2.1.2 Objectives and Synergies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 32
   2.2 Impact of the Takeover Bid on Dolmen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                         36
         2.2.1 The Takeover Bid can be Beneficial for Dolmen as a Company . . . . . . . . . . . . . . . . . . . . .                                       36
         2.2.2 The Takeover Bid can be Beneficial for Dolmen’s Management . . . . . . . . . . . . . . . . . . . .                                         36
         2.2.3 The Takeover Bid can be Beneficial for Dolmen’s Employees . . . . . . . . . . . . . . . . . . . . . .                                      37
         2.2.4 The Takeover Bid can be Beneficial for Dolmen’s Customers and Partners . . . . . . . . . . . .                                             37
         2.2.5 The Takeover Bid can be Beneficial for Dolmen’s Shareholders . . . . . . . . . . . . . . . . . . . .                                       38
         2.2.6 Intentions Relating to the Listing of the Dolmen Shares on Euronext Brussels . . . . . . . . . .                                           38
         2.2.7 VVPR strips . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            38
         2.2.8 Intentions Relating to the Board of Directors of Dolmen . . . . . . . . . . . . . . . . . . . . . . . . . .                                38
         2.2.9 Amendment of the Articles of Association of Dolmen . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                 39
   2.3 Impact of the Takeover Bid on Real . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                       39
         2.3.1 The Takeover Bid can be Beneficial for Real as a company . . . . . . . . . . . . . . . . . . . . . . . .                                   39
         2.3.2 The Takeover Bid can be Beneficial for Real’s Management . . . . . . . . . . . . . . . . . . . . . . .                                     39
         2.3.3 The Takeover Bid can be Beneficial for Real’s Employees . . . . . . . . . . . . . . . . . . . . . . . .                                    39
         2.3.4 The Takeover Bid can be Beneficial for Real’s Customers and Partners . . . . . . . . . . . . . . .                                         39
         2.3.5 The Takeover Bid can be Beneficial for Real’s Shareholders . . . . . . . . . . . . . . . . . . . . . . .                                   39
   2.4 Prospective Economic result . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  40

                                                                               i
    2.5 Funding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      40
3. Terms and Conditions of the Takeover Bid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                        40
    3.1 Object of the Takeover Bid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               40
    3.2 Support of the Target . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            40
         3.2.1 Support by the Reference Shareholders and other shareholders of Dolmen . . . . . . . . . . . . .                                          40
         3.2.2 Support by the Board of Directors of Dolmen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                           43
         3.2.3 Memorandum of the Board of Directors of Dolmen . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                  46
    3.3 The Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       46
         3.3.1 Shares Subject to Non-transferability Requirements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                             46
         3.3.2 Capital Increases Reserved for Personnel Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                              46
         3.3.3 Profit Participation Plans for Personnel Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                            47
    3.4 The Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         48
    3.5 Term of the Takeover Bid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               49
    3.6 Consideration of the Takeover Bid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    49
         3.6.1 Equivalent Consideration for all Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                       49
         3.6.2 Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       49
         3.6.3 Consideration Offered for the Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                      50
         3.6.4 Consideration Offered for the Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                      50
    3.7 Conditions Precedent of the Takeover Bid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                       50
    3.8 Issue of Shares in Real — Issue of VVPR Strips . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                           51
    3.9 Funding — Availability of the Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                        51
         3.9.1 In Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       51
         3.9.2 In Shares of Real . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           51
    3.10 Acceptance Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              52
         3.10.1 In general . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         52
         3.10.2 In Practice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        53
         3.10.3 Legal Title to the Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                53
         3.10.4 With Respect to the Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 54
         3.10.5 With Respect to the Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   55
         3.10.6 Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          55
         3.10.7 Right to Withdraw . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              55
         3.10.8 Counter-offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          56
    3.11 Publication of the Results of the Takeover Bid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                        56
    3.12 Reopening of the Takeover Bid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 56
    3.13 Squeeze-out . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       56
    3.14 Sell-out . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    56
    3.15 Date of Payment and Issue of Offering Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                        57
    3.16 Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   57
    3.17 Acceptance and Payment Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    57
    3.18 Decision of Real Regarding the Takeover Bid — Commitment to Complete the Takeover Bid . .                                                       57
    3.19 Comments of the Board of Directors of Dolmen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                            57
    3.20 Justification of the Takeover Bid Price for the Shares and the Warrants . . . . . . . . . . . . . . . . . . .                                   57
         3.20.1 The Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          57
         3.20.2 Offer Premiums and Arbitrage Margins. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                          58
         3.20.3 The Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           64
    3.21 Tax Treatment of the Takeover Bid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   64
         3.21.1 Tax on the Transfer of the Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    65
         3.21.2 Taxation upon Transfer of the Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                         65
         3.21.3 Tax on Stock Exchange Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                         66
4. General Information Relating to the Offering and Admission to Listing on Euronext Brussels of
   the Shares and the VVPR Strips in Real . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                      66
    4.1 The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         66
         4.1.1 Object of the Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              66
         4.1.2 Key Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             67


                                                                              ii
        4.1.3 Information Concerning the Real Shares and the VVPR Strips to be Offered / Admitted to
              Trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   69
        4.1.4 Terms and Conditions of the Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  70
        4.1.5 The Offering Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            70
        4.1.6 Contribution, Settlement and Delivery of the Real Shares . . . . . . . . . . . . . . . . . . . . . . . . .                            71
   4.2 Listing and First Trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          71
   4.3 Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
        4.3.1 Methodology Applied . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             72
        4.3.2 Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    73
   4.4 Intentions of the Shareholders with Respect to the Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . .                          75
        4.4.1 Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          75
        4.4.2 Lock-up and Standstill Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   75
        4.4.3 Shareholders’ Intentions at and after the Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                      76
   4.5 Costs and Remuneration of Intermediaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   76
   4.6 Financial Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      76
   4.7 Legislation and Competent Courts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                76
   4.8 Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
        4.8.1 Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     76
        4.8.2 Capital Gains and Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            77
        4.8.3 VVPR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    77
        4.8.4 Tax on Stock Exchange Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    78
5. Information on Real . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      78
   5.1 General Information on Real. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             78
   5.2 Group Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      80
   5.3 Activities and Business of Real . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            80
        5.3.1 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    80
        5.3.2 Important Events in the Development of Real . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                       81
        5.3.3 Market and Market Position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              82
        5.3.4 Business Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         83
        5.3.5 R&D — Patents and Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     87
        5.3.6 Plant, Property and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               87
        5.3.7 Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     89
        5.3.8 Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        90
   5.4 Share Capital and Shares of Real . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               90
        5.4.1 Share Capital and Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            90
        5.4.2 Description of the Rights Attached to the Shares of Real. . . . . . . . . . . . . . . . . . . . . . . . . .                           92
        5.4.3 Changes to the Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              94
        5.4.4 Authorized Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        95
        5.4.5 Acquisition of Own Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             95
        5.4.6 Form and Transferability of the Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  95
   5.5 Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   95
        5.5.1 Warrants 2001 (expired) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           95
        5.5.2 Bank Warrants (expired). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            96
        5.5.3 Warrants 2005 (not subscribed for) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                96
        5.5.4 CS Warrants 2006 (no longer exercisable) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                      97
        5.5.5 Warrants 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       97
        5.5.6 Warrants 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       98
   5.6 Convertible Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        98
        5.6.1 Automatically Convertible Bonds (ACB’s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                       98
        5.6.2 G-1 Convertible Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            98
        5.6.3 Convertible Bonds 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            98
   5.7 Overview of Voting Financial Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
   5.8 Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
        5.8.1 Notification of Important Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100


                                                                         iii
        5.8.2 Shareholders Prior to the Completion of the Takeover Bid. . . . . . . . . . . . . . . . . . . . . . . . .                                101
        5.8.3 Shareholders after Completion of the Takeover Bid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                            102
        5.8.4 Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       111
   5.9 Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              111
        5.9.1 General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           111
        5.9.2 Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           111
        5.9.3 Committees of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                       116
        5.9.4 Executive Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 119
        5.9.5 Remuneration of Directors and Executive Management . . . . . . . . . . . . . . . . . . . . . . . . . . .                                 122
        5.9.6 Shares and Warrants Held by Directors and Executive Management. . . . . . . . . . . . . . . . . .                                        125
        5.9.7 Statutory Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           125
        5.9.8 Transactions with Affiliated Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                       126
        5.9.9 Relations with Significant Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                      131
   5.10 Public Takeover Bids . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           132
   5.11 Squeeze-out . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      132
   5.12 Sell-out . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   132
   5.13 Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          133
        5.13.1 Financial Statements Covered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  133
        5.13.2 Consolidated Income Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     133
        5.13.3 Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  135
        5.13.4 Management Discussion and Analysis. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                         136
        5.13.5 Auditor Report Regarding the Consolidated Condensed Balance Sheet and Income
               Statements for the Financial Year Ending on December 31, 2007 (as in the Press Release
               of February 13, 2008) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               147
        5.13.6 Overview of Investments of Real . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     148
        5.13.7 Pro Forma Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     148
6. Information on Dolmen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           161
   6.1 General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           161
   6.2 Group Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         163
   6.3 Activities and Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           163
        6.3.1 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       163
        6.3.2 Important Events in the Development of the Target’s Business . . . . . . . . . . . . . . . . . . . . .                                   164
        6.3.3 Business Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            165
   6.4 Share Capital and Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              166
        6.4.1 Share Capital and Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               166
        6.4.2 Major Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             167
        6.4.3 Capital Increase Reserved for Personnel Members. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                             167
        6.4.4 Profit Participation Plans for Personnel Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                           168
        6.4.5 Movement of the Stock Market Price of the Securities of Dolmen over the Last Twelve
              Months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       168
        6.4.6 Authorized Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           169
        6.4.7 Redemption of Own Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   169
        6.4.8 Share Redemption Program — Capital Decrease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                              169
   6.5 Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      170
        6.5.1 Warrants 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          170
        6.5.2 Warrants 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          171
        6.5.3 Warrants 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          171
        6.5.4 Warrants 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          172
        6.5.5 Warrants 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          172
        6.5.6 Warrants 1999, Warrants 2002, Warrants 2003 and Warrants 2004 . . . . . . . . . . . . . . . . . . .                                      173
        6.5.7 Non-exercisable Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               173
        6.5.8 Accelerated Exercisability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               173
   6.6 Overview of Voting Right Bearing or Voting Right Conferring Financial Instruments . . . . . . . . .                                             173
   6.7 Board of Directors and Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     174


                                                                            iv
         6.7.1 Composition of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     174
         6.7.2 Composition of the Executive Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                           174
         6.7.3 Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           175
         6.7.4 “Future Council“ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          175
         6.7.5 Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              175
         6.7.6 Statutory Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         175
   6.8 Persons Acting in Concert with Dolmen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                       175
   6.9 Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           176
         6.9.1 Selected Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                176
         6.9.2 Most Recent Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    179
List of Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   180




                                                                             v
[PAGE INTENTIONALLY LEFT BLANK]
                                                     Summary

This summary should be read as an introduction to the Prospectus. It contains selected information about the
Takeover Bid, the Offering, the squeeze-out and the Deferred Takeover Bids. This summary should be read together
with, and is qualified in its entirety by, the more detailed information and the consolidated financial statements and
notes thereto appearing elsewhere in this Prospectus. It should also be read together with the matters set forth under
“Risk Factors”. Any decision to tender Securities for the consideration (including a certain amount of Offering
Shares), should be based on consideration of the Prospectus as a whole. No civil liability will attach to anyone in
respect of this summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent when
read together with the other parts of this Prospectus.


Business Summary

Real Software NV (“Real”), the bidder, is an IT solutions provider and services company in the Benelux and France.
The Real Group is currently employing approximately 851 professionals. The activities of the Real Group are
mainly focused on the automation and optimization of business processes at both the application and infrastructure
level.

The target company, Dolmen Computer Applications NV (“Dolmen”) is an ICT service provider in Belgium. In the
financial year ended on March 31, 2007, the Dolmen Group employed over 992 employees and realized in a
turnover of approximately 145 million Euro (IFRS). The activities of the Dolmen Group are mainly focused on the
automation and optimization of business processes at both the application and infrastructure level. The acquisition
of Dolmen is part of Real’s strategy to add scale, strengthen its operating base and consolidate its geographic
coverage within the Benelux.

By the envisaged Takeover Bid and possibly the subsequent merger, Real and Dolmen will strengthen their position
as local IT supplier to become in a combined entity the biggest independent ICT solutions services provider.
Dolmen and Real are together the most innovating ICT companies in Belgium and the most dynamic employers in
the ICT branch. The combination of both companies is perfectly in line with Real and Dolmen’s growth strategy.

The Belgian IT solutions provider and services market, the market in which both Dolmen and Real are active, is
very fragmented: more than 37.8% of the market is divided under small ICT companies. Moreover, it is expected
that the consolidation of the ICT market in Western-Europe and in Belgium will continue. It is the intention to
acquire all outstanding shares and warrants of Dolmen to bring together the technology, the services, the products,
the know-how and the experience of both companies by way of a subsequent merger. The combination of both
groups opens perspectives for the future in view of the complementary nature of the activities of both groups. The
two IT providers deliver a complete portfolio of skills and solutions in the domains of Business Solutions,
Enterprise Solutions and Professional Services to the same target base, being mid-market and large companies with
local decision centers. Therefore, Dolmen and Real have a very similar activity and a similar target customer base
with technical, geographical and industry complementarities.

Dolmen and Real are furthermore built around the same business model, based on the following principles:

     1.    A single source ICT provider, granting a total solution to the client;

           a.    The full lifecycle of an ICT solution is supported (plan, build & run);

           b.   Both applications and infrastructure;

     2.    Increase and develop own intellectual property, as well as the continued development of the knowledge
           and experience of the personnel;

     3.    Optimize supporting processes over a larger scale and a larger volume;

     4.    Optimize efficiency, quality and solution lead-time-to-market through a methodology and process
           approach and emphasis on code reusability;

     5.    Leverage the skills & solutions portfolio to enable cross-selling.

                                                          1
In view of the complementary nature of both groups and their current market position, a successful Takeover Bid
followed by a merger, might enable both companies to realize the following objectives:
    1.    The creation of an end-to-end, “single source” ICT service provider which is a reference within the
          entire ICT sector, both towards customers, partners, personnel as well as towards the labor market
          •   In the current professional IT services market
          The combination of Dolmen and Real might enable Dolmen and Real, as a combined group, to become
          one of the largest providers of future oriented technologies, such as Microsoft, .NET and Java based
          developments. In this respect, the combined entity may become a reference, technology independent
          supplier for IT projects in Belgium.
          The combination of the complementary vertical expertise of Real (specifically with regard to financial
          services, manufacturing, logistics and life sciences) with the existing expertise of Dolmen (specifically
          in the governmental (public), telecom and services sector) may open up an important market.
          The combination of the Dolmen Group and the Real Group could offer both groups the opportunity to
          benefit from a combined customer portfolio through cross selling opportunities.
          A combination of the Real Group with the Dolmen Group could also benefit from a combined
          technology know-how and experience across a wide range of leading third party technologies such
          as iSeries, Java, Microsoft, Oracle and Progress.
          The complementary geographical presence could benefit to both employees and customers through
          better customer proximity and improved working conditions.
          •   In the business solutions market
          The combination of Real’s business solution’s portfolio with Dolmen’s existing expertise in new
          technology and in standard application platforms of major suppliers such as, for instance, IBM,
          Microsoft, Oracle and SAP, may enhance the combined entity’s position, following a successful
          takeover bid and merger, as supplier of vertical applications on state-of-the-art technology. Dolmen’s
          existing infrastructure products and services experience combined with Real’s existing solutions
          customer base may (i) open up a large new market opportunity where customers could benefit from
          a complete offering also including direct access to the required infrastructure solutions, and (ii) provide
          a response to the ongoing outsourcing trend in the mid-market.
          The scaling of the expertise and support infrastructure that could potentially result from the combination
          of the Real Group and the Dolmen Group (servicing in the aggregate over approximately 2,300
          customers) may enable the combined entity to further enhance the quality of a combined support
          offering that is provided to the customer base.
          •   In the infrastructure services and related hardware products market
          Through the leveraging of Real’s customer base with the infrastructure of Dolmen and vice versa, a
          substantial cross selling opportunity may be generated by providing Dolmen’s infrastructure products
          and services to Real customers or by providing Real solutions and expertise to Dolmen’s infrastructure
          customers.
          •   Towards technology partners and suppliers
          The combination of the Dolmen group and Real group can ensure that the entity becomes a top provider
          for leading technology and solutions providers such as IBM, Microsoft, Oracle and SAP.
          The combination of the Dolmen group and the Real group can become a top 3 provider in each of its
          defined solution domains.
    2.    The creation of an IT reference employer
          The combination of the internal education and training programs of both the Dolmen Group and the Real
          Group will moreover attract young IT professionals and increase their skills.
          The creation of a local IT champion can lead to a rejuvenation of the appeal of the IT sector as a whole,
          and as a consequence give rise to an influx of potential candidates and students.
    3.    The creation of a platform for future growth

                                                        2
           The combination of both the Dolmen and the Real groups could further enable to create a combined
           brand which might serve as a platform for consolidation and future growth. Specifically, from a
           geographical point of view, Dolmen might have easier access to markets in the Netherlands, Luxemburg
           and France. Furthermore, in view of the consolidation trend in the market, the combination of both
           players in one group might enable both groups to increase as a whole and, as a minimum, to consolidate
           their current market position, to reduce and better control costs and to have a platform ready for further
           synergies and expansion. It is contemplated that the companies will opt for a joint rebranding of the
           combined entity at or about the time of the envisaged merger.
     4.    The economies of scale
           A combination of both groups could potentially allow both to increase the utilization of their respective
           realigned personnel and assets base and to acquire a greater ability to leverage their respective R&D,
           sales and overhead expenditure across a larger revenue base.

Advantages of the Envisaged transaction
Dolmen
     1.   The Takeover Bid can be Beneficial for Dolmen as a Company
Real plans to in the event of a successful Takeover Bid (i.e. subject to the satisfaction or waiver of the conditions
precedent), followed if possible, by a squeeze-out, to merge Dolmen into Real in accordance with the specific
proceedings provided in the Belgian Company Code. Upon completion of the merger, the business operations of
both companies will be performed through one unique entity.
The legal merger of Dolmen into Real is presently expected to be implemented within approximately one year from
closing of the Takeover Bid, but may be subject to certain regulatory, operational or other constraints.
The combination of Real’s and Dolmen’s know-how, broad customer bases and offerings, might result in the
creation of one strong Belgian ICT solutions and service provider, which could benefit from a number of synergies
and cross selling opportunities. The combination of the Real Group and the Dolmen Group is expected to create net
positive commercial synergies. The combination can also reasonably be expected to realize cost savings and
efficiencies. Consequently, Dolmen, as part of a larger group, can be better protected and placed to face the highly
competitive ICT solutions market, whilst benefiting from reduced costs and being able to use a combined platform
for further synergies and growth.
Depending on the timing and the structure of the presently envisaged merger of the operations of Dolmen and Real,
the tax losses carried forward of Real are likely to be reduced and the balance of such tax losses may offset future
profits of the combined entity (including, ideally the profits of the Dolmen operations).
     2.   The Takeover Bid can be Beneficial for Dolmen’s Management
The Takeover Bid is supported by the current management teams of Real and Dolmen. It is the intention of Real to
have Dolmen’s management team to continue to play an important role following the closing of the Takeover Bid.
Real has decided not to alter the composition of the Management Team as set forth hereunder during a period ending
at the first anniversary of the closing of the Takeover Bid, except with the unanimous consent of the board of
directors of Real.
It is presently contemplated that, following the closing of the Takeover Bid, the key management positions will be
                                                        ¨
filled in as follows. Gores Technology Ltd, London, Kusnacht branch, represented by Mr. Ashley W. Abdo (Real),
would become the chairman of the board and All Together BVBA represented by Mr. Bruno Segers (Real), would
become the sole Managing Director-CEO. The following functions would report directly to the CEO: (COO)
Mr. Marc De Keersmaecker (Dolmen), (VP Marketing & sales) Mr. Dirk Debraekeleer (Dolmen), (CFO) Mr. Jos
Nijns(Real), (VP Human Resources) Mr. Jan Bogaert (Dolmen), (legal counsel and secretary to the board) Thierry
de Vries (Real), (CTO) Mr. Werner Pruehs (Real) and (VP International and Corporate Development) Paul De
Schrijver (Real).
In a first transitional phase, it is envisaged that the various members of the key management team will physically
remain located where they are located today, it being understood, of course, that regular joint meetings will take
place, either in Huizingen or in Kontich. In the framework of the presently envisaged merger, Real considers to upon
successful closing of the Takeover Bid (and in the event of a successful merger) move its registered office to
Huizingen. While the final decision will depend on a number of factors that are still being reviewed, Huizingen is
today a likely alternative to replace Kontich as the new entity’s registered office.

                                                         3
Today, in practice, the appointment of key-managers within Real is confirmed by the board, upon recommendation
of the Appointment and Remuneration Committee. It is the intention of Real to following the envisaged merger
install a formal executive committee (directiecomité/comité de direction) in accordance with Article 524bis of the
Belgian Company Code. The members of that executive committee would be appointed and supervised by the board
of directors of Real upon recommendation of the chairman.
Together with the Real Group, and the Dolmen employees, the Dolmen managers might be able to further foster and
encourage the growth of Dolmen within a larger, international framework.
Real has the intention to approve a new warrant plan upon the successful completion of the Takeover Bid (called
“Warrants 2008”) in order to grant them to certain key-employees of Dolmen.
     3.   The Takeover Bid can be Beneficial for Dolmen’s Employees
Real intends to generally maintain the human resource policies which it understands to form the cornerstone for
Dolmen’s employee satisfaction and retention but simultaneously acknowledges that reallocation of certain teams
of employees and amendments to the policies may be required or recommended in the framework of the integration
of the combined groups. In this respect, Real believes that the commercial synergies that might be created as a result
of the successful closing of the Takeover Bid will, all in all, induce a net increase of the business activity of Dolmen,
which should be beneficial to the employees of Dolmen. It is the intention of Real to, over time, gradually bring the
human resources cultures of the two groups together, thereby maintaining the best practices of the two companies.
The growth and development which might be generated following a successful Takeover Bid and subsequent
merger might also provide new career opportunities for the existing personnel of Dolmen and Real both in scope of
their current position as in promotion opportunities. Such growth potentially might also lead to a further increase of
the workforce through the hiring of additional employees. Real believes that a further profiling following a
successful Takeover Bid and subsequent merger ideally as one of the Belgian market leaders in new technology
services will facilitate the hiring of new personnel members in the highly competitive ICT market. It is the intention
of the combined group to work out, over time, a new competitive incentive package for all employees that will
respect the legally acquired rights of the employees of the two groups. During the transition period, the existing
incentive packages are expected, to the extent legally feasible, to remain in place (or to be replaced by equivalent
systems), until a new joint incentive program has been worked out.
As indicated here-above, together with the Real Group and the Dolmen managers, the personnel of Dolmen might
be able to further foster and encourage the growth of Dolmen within a larger, international framework.
In accordance with the deed of accession (toetredingsakte/acte d’adhésion) prepared pursuant to the Belgian Act of
May 22, 2001 relating to participation of employees in the share capital and profits of companies (Wet van 22 mei
2001 betreffende de werknemersparticipatie in het kapitaal en in de winst van de vennootschappen/Loi du 22 mai
2001 relative aux régimes de participation des travailleurs au capital et aux bénéfices des sociétés), Dolmen has
agreed to allow the employees to participate in the profits in the accounting year 2007/2008 for 5% of the operating
profits, i.e. the maximum amount provided for in the deed of accession (toetredingsakte/acte d’adhésion). Based on
this assumption that the total amount of the profit participation will be in line with the profit participation of the
prior year, Real has the intention to vote in its capacity as new shareholders of Dolmen, in the event of a successful
Takeover Bid, in favor of said profit participation (payable in cash or in shares, at the option of the employees of
Dolmen).
In addition, Real has the intention to approve a new warrant plan upon the successful completion of the Takeover
Bid (called “Warrants 2008”) in order to grant them to certain key-employees of Dolmen.
     4.   The Takeover Bid can be Beneficial for Dolmen’s Customers and Partners
Customers generally are looking for integrated end-to-end solutions delivered with guaranteed service levels from a
partner that delivers innovation, quality and service. Together with Real, Dolmen might be able to capitalize on this
market trend and to offer customers a full range of perfectly integrated single-sourced solutions with end-to-end
service level agreements. Real believes that the combination of both groups is likely to provide for potential not only
for the entities involved but also for their customers. Real and Dolmen are committed not only to maintain but also
to continuously improve Dolmen’s current customer satisfaction rating and to leverage best practice customer
satisfaction processes across the entire customer base.
Furthermore, Real and Dolmen envisage to monitor, together with the management of Dolmen, that the customers,
suppliers and other partners will be informed on a regular basis with regard to the further development regarding the
combination of the Real and Dolmen Group following a successful Takeover Bid whereby continuity, profitability
and growth are key.

                                                           4
For pro forma consolidated balance sheet and income statement of the joint entity including its equity position, its
combined turnover, its operating results and the profit and losses, reference is made to the pro forma consolidated
financial statements.

       5.   The Takeover Bid can be Beneficial for Dolmen’s Shareholders

The Shareholders shall be able to transfer their Shares to Real against a consideration consisting of 5.69 Euro and 32
Offering Shares per Share, representing a total consideration value of 18.49 Euro per Share and a premium of
38.9%, taking into account the closing price of the Real share (0.40 Euro) and of the Dolmen share (13.31 Euro) on
December 19, 2007, or a premium of 41.3%, based on the 30-day trailing average closing prices of Real and Dolmen
to December 19, 2007.

For the Shareholders of Dolmen, the Takeover Bid provides for an at least partial immediate (cash) liquidity
opportunity. Through the acceptance of the Takeover Bid, the Shareholders enable the combined group to integrate
their businesses and further. Furthermore, since part of the consideration for the Shares consists of Offering Shares,
the Takeover Bid further provides the Shareholders of Dolmen the opportunity to benefit from a potential increase in
value following from the combination of the Dolmen and Real Group. None of the Offering Shares issued to the
Sellers will be subject to any lock-up.

Upon completion of the Takeover Bid, any dividends paid out under the Dolmen Shares will be paid to the
respective holders of these Dolmen Shares at that time, i.e. with respect to the Shares tendered to and accepted by
Real, the dividends will be paid to Real. As indicated, Real does not have the intention to declare dividends at a Real
or at a Dolmen level after a successful closing of the Takeover Bid.

Real has never distributed dividends in the recent past and does not foresee distributing dividends in the short to
medium term. Notwithstanding the latter, upon completion of this Offering, the board of directors of Real may from
time to time decide to change its dividend policy. If so, a declaration of dividends will be based upon Real’s
earnings, financial condition, capital requirements and other factors considered important by Real’s board of
directors.

Real

       1.   The Takeover Bid can be Beneficial for Real as a Company

The Takeover Bid and the envisaged merger will have a double positive impact. The synergistic gains expected to
arise from the merger will create inherent enterprise value. In addition, the increased market capitalization is likely
to attract better and more important investments, which will add additional fuel for the growth of Real within the
combined enterprise.

       2.   The Takeover Bid can be Beneficial for Real’s Management

The management of Real will be operating in a larger-scale structure and an enhanced enterprise, with an increased
customer base, thus creating new challenges for Real’s current managers. Hence, Real’s managers will be able to
evolve in a still more competitive, more stimulating atmosphere, within a more global environment, thus benefiting
from a superior work experience.

       3.   The Takeover Bid can be Beneficial for Real’s Employees

The employees will benefit from a larger-scale structure and an increased customer -base without, in principle, any
diminution of their acquired rights.

Real believes that the commercial synergies that might be created as a result of the successful closing of the
Takeover Bid will, all in all, induce a net increase of the business activity of the company, which should be
beneficial to the employees. It is the intention of Real to, over time, gradually bring the human resources cultures of
the two groups together, thereby maintaining the best practices of the two companies. Specifically, the Real
employees will benefit from the best features of Dolmen’s experience in human resources.

The growth and development which might be generated following a successful Takeover Bid and subsequent
merger might also provide new career opportunities for the existing personnel of Dolmen and Real both in scope of
their current position as in promotion opportunities. Such growth potentially might also lead to a further increase of
the workforce through the hiring of additional employees. Real believes that a further profiling following a
successful Takeover Bid and subsequent merger ideally as one of the Belgian market leaders in new technology
services will facilitate the hiring of new personnel members in the highly competitive ICT market.

                                                          5
     4.   The Takeover Bid can be Beneficial for Real’s Customers and Partners

The creation of a large-scale enterprise with an enhanced products and services offering will serve the customers
interests. By becoming part of such enhanced and increase business venture, Real will be able to offer to its current
customers more qualitative and better fitted services and solutions, and also target new markets.

Customers are generally looking for integrated end-to-end solutions delivered with guaranteed service levels from a
partner that delivers innovation, quality and service. The combination of Real with Dolmen might be able to
capitalize on this market trend and to also offer Real’s customers a full range of perfectly integrated single-sourced
solutions with end-to-end service level agreements. Real believes that the combination of both groups is likely to
provide for potential not only for the entities involved but also for their customers. Real and Dolmen are committed
not only to maintain but also to continuously improve Real’s current customer satisfaction rating and to leverage
best practice customer satisfaction processes across the entire customer base.

     5.   The Takeover Bid can be Beneficial for Real’s Shareholders

Real’s shareholders will first benefit from the intrinsic enterprise value that will be generated as a result of the
combination of Real’s and Dolmen’s business operations.

A larger operational platform might attract more important investments and thus, touch a larger pool of investors
with expanded investment potential.

Such additional funding in the combined entity will in return give rise to additional shareholders’ value.


Listing of the Dolmen Shares, merger and further adjustments to the articles of association

It is intended to, following a successfully completed Takeover Bid, proceed with a merger of Dolmen into Real
(possibly preceded by a squeeze-out if the conditions to do so are met). This merger (or the squeeze-out, if possible)
would involve the de-listing of the Dolmen Shares on Euronext Brussels and/or Dolmen’s dissolution, following the
closing of the Takeover Bid (along with, certain amendments to Dolmen’s articles of associations) as required or
appropriate in light of the then applying circumstances).

With a view to aligning the financial years of Real and Dolmen, Real considers convening a shareholders’ meeting
in order to make its financial year commence on April 1 and end on March 31 of each calendar year. In that case, the
transitional financial year would end on March 31, 2008 and Offering Shares issued before that date would be fully
entitled to dividends for that year.


Timing of the expected benefits

The above-referenced benefits expected from the transactions as presently envisaged, all of which are difficult to
quantify (save, under utterly conditional terms, with respect to the potential tax losses carried forwards, see
Section 2.4) and most of which will depend on the implementation of the subsequent merger, are expected to
materialize within six to twelve months following the date of the merger.


Object of the Takeover Bid and Takeover price

The Takeover Bid by Real relates to all Dolmen Securities. At the Date of this Prospectus, Dolmen has 7,094,003
Shares and 55,250 Warrants outstanding. Real was informed by the board of directors of Dolmen that the latter has
decided on January 31, 2008 to render all outstanding Warrants immediately exercisable in accordance with the
applicable terms. The Takeover Bid also relates to any Dolmen shares issued in connection with the accelerated
exercise of these Warrants, exercised and tendered prior to the closing of the Acceptance Period.

The offer price per share consists of a cash consideration of 5.69 Euro and a share consideration of 32 Offering
Shares, representing a total consideration value of 18.49 Euro per Share and a premium of 38.9%, taking into
account the closing price of the Real share (0.40 Euro) and of the Dolmen Share (13.31 Euro) on December 19,
2007, or a premium of 41.3%, based on the 30-day trailing average closing prices of Real and Dolmen to
December 19, 2007.

Real will offer an equivalent consideration to the Warrantholders, in light of the value of the warrants determined by
using the Black & Sholes methodology, and considering the specific features of each class of Warrants.

                                                          6
The table below provides an overview of the consideration offered for each class of Dolmen Warrants.

                                                                                   Consideration offered by Real
Security                                                                        Share portion        Cash portion (Euro)

Per   Dolmen   Warrant   2000 . . .   .............................         5   Offering   Shares           0.65
Per   Dolmen   Warrant   2001 . . .   .............................        16   Offering   Shares           2.78
Per   Dolmen   Warrant   2005 . . .   .............................        16   Offering   Shares           2.91
Per   Dolmen   Warrant   2006 . . .   .............................        16   Offering   Shares           2.92
Per   Dolmen   Warrant   2007 . . .   .............................        15   Offering   Shares           2.48

Each Offering Share will include a separately tradable VVPR strip, representing the right to the reduced
withholding tax.

The aggregate offer price for the outstanding shares and warrants amounts to a maximum of 40,496,819.57 Euro in
cash and 227,770,346 Real shares, which corresponds with the issuance of a maximum of 80.20% new Real shares.
This amount is determined based upon the number of outstanding Dolmen Shares and Warrants at the date of this
Prospectus and may need to be revisited should the number of the outstanding Securities, or the nature thereof,
change pending the Takeover Bid.


Agreement with the Reference Shareholders and Support by the Board of Directors

Real has reached an agreement with Dolmen’s major shareholders (H.I.M. NV, D.I.M. NV, H.I.M. Twee NVon the
one hand, Sofina NV and Rebelco NV on the other hand), which in total represent approximately 38.16% or
2,707,377 of the outstanding Dolmen Shares, under which these shareholders undertook (i) not to transfer their
Shares to any third party, including a counter-offeror or a higher bidder, (ii) to tender their Shares in the Takeover
Bid at a price equal to the consideration of the Takeover Bid and (iii) not to withdraw such tender, provided that
(a) the price per Dolmen share offered to the Dolmen shareholders by Real shall consist of a cash component of at
least 5.69 Euro, and a share component of at least 32 new Real shares, (b) that the volume weighed average price of
the Real shares on Euronext during the eight business days period prior to the last day of the Acceptance Period of
the Takeover Bid is at least 0.25 Euro, and (c) that the terms and conditions of the Takeover Bid would be aligned
with the specific terms and conditions agreed upon by Real with said shareholders of Dolmen. Said shareholders
have also granted a call-option to Real to purchase all their shares at a price equal to the considerations of the
Takeover Bid governed by mirroring terms, which Real is authorized to exercise in case these shareholders would
fail to tender pursuant to the aforementioned provision. In the event of a Takeover Bid, this call-option will become
in any event exercisable, even if the above-described 0.25 Euro ceiling in respect of the Real shares would not be
met.

Real has been informed that in the course of January/early February 2008, a large group of members of the Colruyt
family, holding together 312,136 Dolmen Shares, committed themselves to a similar undertaking (incl. the call-
option).

Accordingly, the total Shareholders who would have committed themselves to such undertaking/call-option would
represent 42.56% of the outstanding share capital of Dolmen.

The Takeover Bid is also supported by the board of directors of Dolmen, which has agreed to an exclusivity
obligation vis-à-vis Real. Both Real and Dolmen undertook not to engage, in any way, in any business combination,
capital increase or decrease, restructuring, tender or exchange offer or acquisition of securities with regard to Real
and respectively Dolmen with any third party. These arrangements will remain valid until closing or formal
withdrawal of the Takeover Bid.


Availability of the Funds

The financing of the cash portion of the acquisition will completely take place with existing cash resources.

In accordance with Belgian legislation and regulations, KBC Bank NV declared that the funds necessary for the
cash consideration of the Takeover Bid, i.e. a maximum amount of 41 million Euro, have been blocked on a separate
account of Real and that these funds will be used exclusively for the purpose of paying the cash consideration for the
Shares and the Warrants in respect of the Takeover Bid (to the extent that such consideration becomes due).

                                                          7
Receiving Agent

KBC Securities will act as Receiving Agent and centralize the acceptances of the Takeover Bid and execute
payment of the consideration in accordance with the payment dates set forth in this Prospectus. For the acceptances,
KBC Securities will work in collaboration with KBC Bank and CBC Banque.


Valuation of the Consideration offered by Real

The justification of the Takeover Bid Price for the Shares and the Warrants is based on valuation analysis using
different methodologies.

The methodologies used were the historical performance of the Dolmen share price, the target share prices
published by equity research analysts, the valuation multiples of comparable companies and comparable trans-
actions and the historical bid premiums in the Belgian market. The Takeover Bid price as per December 20, 2007,
i.e. the date prior to the announcement of the Takeover Bid, compares favorably to the outcome of these different
valuation analyses.

The price for the Warrants has been determined by using the Black & Scholes valuation methodology based on the
same Takeover Bid price as for the Shares.


Conditions Precedent

The announcement of the Takeover Bid, made in accordance with pursuant to Article 7 of the Takeover Decree, has
made the Takeover Bid subject to the following conditions precedent being satisfied at the latest on the expiration
date of the Takeover Bid:

       (i)    Real has acquired, at the occasion of the Takeover Bid or the possible exercise of the call option granted
              by Colruyt and Sofina to Real a number of Shares in Dolmen, which together with the Shares held by
              Dolmen itself, are equal to or more than 75% of the outstanding Shares in Dolmen.

       (ii)   The Belgian and German national merger control authorities have made a decision, in accordance with
              their national law, in the meaning of Article 6, al. 1 a) or b) of the EC Merger Control Regulation.

Real can waive the condition precedent set forth under (i) here-above at its discretion, but has agreed with Colruyt
and Sofina not to do so except with the independent prior written consent of D.I.M. NVon the one hand and Sofina
NVon the other hand. Such prior written consent is not required if Real, together with Dolmen, holds 72.5% or more
of the outstanding Shares in Dolmen. Real will communicate its decision to waive the condition at the latest
simultaneously with the publication of the results of the Takeover Bid. The failure to exercise any of the foregoing
rights before their expiry date shall not be deemed a waiver of any such right; the waiver of any such right shall not
be deemed a waiver with respect to any other facts and circumstances; and each such right shall be deemed an
ongoing right and may be asserted at any moment from time to time.

The condition under (ii) has been met since the Belgian competition authorities approved the envisaged transactions
on February 5, 2008 and the German competition authorities approved the transactions on February 8, 2008.


Key Figures

Real

Real, with more than 1,000 customers in Benelux and France, is an important supplier of ICT solutions and services.
Real has approximately 851 employees. The company offers innovating ICT solutions, adjusted to the business of
its customers to help them achieve their goals of growth and profitability. Real is active in the domains of Business
Intelligence, Customer Relationship Management, Web Solutions, Information management, Technology Inno-
vation, Managed Services and Enterprise Resource planning, Enterprise asset management and Financial account-
ing solutions. Real offers customized as well as standard solutions in vertical markets such as industry, textile,
government, wholesale services and healthcare.

See, for any further information about Real, www.realsoftwaregroup.com.

                                                            8
The table below includes information from (i) the financial statements for the years ending on December 31, 2006
and December 31, 2005 (prepared in accordance with IFRS and audited) and (ii) the condensed balance sheet and
income statement for the year ending on December 31, 2007.
                                                                                                Financial year   Financial year     Financial year
Consolidated figures                                                                                2007            2006(1)             2005
thousand Euro
Turnover continued operations . . . . . . . . . . . . . . . . . . . . . . . . . .                  91,973           90,741             102,671
Other operating income continued operations . . . . . . . . . . . . . . .                             651              707               1,132
Operating charges continued operations . . . . . . . . . . . . . . . . . . .                      (88,976)         (87,495)           (102,554)
Operating cash-flow (EBITDA) continued operations . . . . . . . . .                                 4,951            5,123              (1,071)
Operating result (EBIT) continued operations . . . . . . . . . . . . . . .                          4,107            4,529              (1,999)
Result before taxes continued and discontinued . . . . . . . . . . . . .                            2,585            3,334              (9,437)
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       4,777           (1,023)               (681)
Consolidated net profit/loss . . . . . . . . . . . . . . . . . . . . . . . . . . . .                7,361            2,311             (10,118)

(1)   Restated for IFRS 5 for discontinued operations of the retail “point of sale” division and the reclassification of 1.3 million Euro gain on the
      divestiture of StorkReal from non recurring revenue to profit from discontinued operations

The turnover for Real in 2007 amounts to 92.0 million Euro which is an improvement by 1.4% compared to
financial year 2006. The acquisition of Axias NV in July 2007 and the full integration of Supply Chain Services NV
has following the acquisition of the remaining 40% stake in Supply Chain Services NV, impacted the turnover by
3.4 million Euro in 2007.
Real’s operating cash-flow (“EBITDA”) in December 2007 amounted to 5.0 million Euro, compared to 5.1 million
in December 2006. This is mainly due to the 0.7 million Euro additional exceptional costs for the stock option plan
granted in July 2007 to key employees in July 2007 (so-called “Warrants 2007”). Before subtracting said additional
cost arising from the Warrants 2007, Real’s operating cash-flow in December 2007 amounts to 5.7 million Euro, or
6.2% of Real’s turnover (compared to 5.6% in 2006). This improvement results mainly from a reduction in overhead
cost, despite the higher turnover. The result before taxes reduced by 0.7 million Euro, from 3.3 million Euro in 2006
(after reclassification of the 1.3 million Euro gain on the divestiture of StorkReal), to 2.6 million Euro in 2007. This
is attributable to the lower operating result from discontinued operations in 2007. Income taxes improved by
5.8 million, from 1.0 million tax expense in 2006 to 4.8 million Euro of tax income in 2007. The tax income in
December 2007 includes a 6.0 million of deferred tax income recorded to recognize a deferred tax asset for the same
amount as the deferred tax liability recognized on the initial 18.7 million Euro equity component of the 75.0 million
Euro convertible bond issued in July 2007 (the so-called “Convertible Bonds 2007”). Real’s net profit improved by
5.1 million Euro, from 2.3 million Euro in 2006 to 7.4 million Euro in 2007. Said improvement is mainly
attributable to the 6.0 million Euro deferred tax income.

Dolmen
Dolmen has six establishments in Belgium and is specialized in ICT services. Dolmen provides services and
integrated solutions in connection with infrastructure and its system technical aspects, with business applications
and training. Knowledge areas such as installation, roll out, networking, management and security, combined with
development, audit and consulting, make Dolmen, with regard to offering a total package, unique on the Belgian
market.




                                                                              9
The turnover amounts to about 145 million Euro for the fiscal year 2006/2007. Dolmen is structurally profitable
with healthy balance sheet proportions and good growth opportunities.
                                                  First semester   First semester      Financial year      Financial year       Financial year
Consolidated figures                                2007/2008        2006/2007           2006/2007           2005/2006           2004/2005(1)
thousand Euro
Turnover . . . . . . . . . . . . . . . . . . .     69,070.64        65,703.95          145,362.07           137,685.93          148,039.06
Infrastructure products . . . . . . . .            33,452.78        32,807.56           75,692.86            72,919.00           87,923.11
Services . . . . . . . . . . . . . . . . . . .     35,617.85        32,896.39           69,669.21            64,766.93           60,115.95
Other operating income . . . . . . . .                614.99           648.39            1,940.17             2,220.87            3,248.33
Operating charges . . . . . . . . . . . .          65,252.70        63,653.29          137,907.18           131,043.95(2)       142,797.82
Operating cash-flow (EBITDA) . .                    6,172.82         4,605.57           13,603.70            12,828.43(2)        12,675.64
Operating result (EBIT) . . . . . . .               4,432.93         2,699.06            9,395.06             8,862.85(2)         8,902.80
Result before taxes . . . . . . . . . . .           5,020.95         2,924.71           10,066.38             9,246.52            9,049.96
Taxes . . . . . . . . . . . . . . . . . . . . .    (1,692.17)         (766.59)          (3,142.12)           (3,225.89)          (3,359.98)
Consolidated net profit . . . . . . . .             3,328.78         2,158.13            6,924.26             6,020.63            5,689.98

(1)   Restated on March 31, 2006 for IFRS. As a result of reclassifying the discounts received from suppliers (2,927 k Euro) to the costs of
      products the Inventory decreased by 262.40 k Euro at the end of the 2003/2004 reporting period. The ratio remains unchanged for the 2004/
      2005 reporting period. This indicated a fall of 173.21 in equity 50,195.69 k Euro for 2004/2005 and the reduction in the deferred tax
      liabilities of 89.19 k Euro. From the 2005/21004 reporting period, the remuneration from transport and marketing subsidies is allocated to
      the appropriate expense. This entails the reclassification from other operating income to other operating expense to 404.77 k Euro.
      Recharge of the labor costs (which came under other operating income) was reclassified as revenue. As a result, revenue rose by 704.39 k
      Euro to 148,039.06 k Euro.
(2)   Restated on March 31, 2007, as a result of reclassifying the payment discounts under EBIT (in accordance with IFRS).

During the first semester of fiscal year 2007/2008, the Dolmen group realized a consolidated turnover of 69.07 Euro
million compared with 65.70 million Euro in the first semester of the previous fiscal year. This is an increase in
turnover with 5.12%. As for EBITDA, the first six months were closed with 6.17 million Euro (8.94% of the
turnover) compared with 4.61 million Euro in the same period in the previous fiscal year (7.01% of the turnover).
The operating result (EBIT) of the first semester of the fiscal year 2007/2008 increased with 64.24% and amounts to
4.43 million Euro compared with 2.70 million Euro for the same period in the previous fiscal year.
The significant increase in operational result is explained by: (i) higher operational margins resulting from the
growth in turnover with 8.27% in the services business (ii) the higher contribution from the product sales and the
increase in turnover with almost 2% (iii) an improvement in return due to the disposal of the Small Business
Solutions segment (iv) the operational result during the first semester of the previous fiscal year which was
significantly weaker and which was affected by a number of non-recurring costs.
For the second half of 2007, the Board of Directors expects strong results. However, the result will not be as strong
as in the exceptionally strong second semester of the previous year. Moreover, the restructuring and integration
operation due to the recent takeover of NEC Philips Unified Solutions, will once-only negatively influence the
operational result of the second semester with a maximum of 2 million Euro. Therefore, the Board of Directors
expects to achieve an operational result for fiscal year 2007/2008 that approaches the result of the previous fiscal
year.
See, for any further information about Dolmen, www.dolmen.be.




                                                                      10
Pro forma figures
       1.    Pro forma profit and loss account
The table below contains the summary pro forma unaudited consolidated profit and loss account of the Real Group
and the Dolmen Group as if Dolmen would have been acquired on December 31, 2006.
The consolidated pro forma profit and loss account combines the audited income statement of the Real Software
Group as of December 31, 2007 for the year then ending with the pro forma income statement of the Dolmen Group
as of September 30, 2007 for the 12 months then ending. Pro forma adjustments have then been made in respect of
the following:
(i)     The audited consolidated profit and loss account of the Real Group for the year ending on December 31, 2007
        has been adjusted for the effect on finance costs (and tax thereupon) that would have arisen if the convertible
        loan notes that were issued in July 2007 were issued on December 31, 2006 and if the cash consideration for
        the acquisition of Dolmen Group was made on December 31, 2006.
(ii)    The unaudited consolidated pro forma profit and loss account of the Dolmen Group for the 12 month period
        ending September 30, 2007 has been adjusted as though the 22.8 million Euro share redemption made in
        November 2007 was made on September 30, 2006.
                                                     Audited      Unaudited                                 Consolidated pro
                                                     income         income      Pro forma      Pro forma     forma income
                                                    statement     statement    adjustments    adjustments      statement
                                                   12/31/2007    09/30/2007     12/31/2007     09/30/2007   Real Group incl.
                                                   Real Group   Dolmen Group   Real Group    Dolmen Group    Dolmen Group
Thousand Euro
Operating Revenue . . . . . . . . . . .              92,624       150,636            —            —             243,260
Turnover . . . . . . . . . . . . . . . . . . .       91,973       148,729            —            —             240,702
Other operating income . . . . . . . .                  651         1,907            —            —               2,558
Operating Charges . . . . . . . . . . . .           (88,976)     (139,507)           —            —            (228,483)
OPERATING RESULT BEFORE
  NON-RECURRING ITEMS . . .                           3,648        11,129            —            —              14,777
OPERATING RESULT (EBIT)
  FROM CONTINUING
  OPERATIONS . . . . . . . . . . . . .                4,106        11,129            —            —              15,235
Result before income taxes . . . . .                 (1,023)       12,162        (2,071)        (875)             8,193
Income taxes . . . . . . . . . . . . . . . .          4,777        (4,067)          705          300              1,715
Result for the year from
  continuing operations . . . . . . . .               3,754         8,095        (1,366)        (575)             9,908
Result for the year from
  discontinued operations . . . . . .                 3,607             —            —            —               3,607
Consolidated net result for the
  year . . . . . . . . . . . . . . . . . . . . .      7,361         8,095        (1,366)        (575)            13,515
Earnings per share in EUR
Basic . . . . . . . . . . . . . . . . . . . . .       0.026         0.981                                         0.026
Basic continued . . . . . . . . . . . . . .           0.013         0.981                                         0.019
Dilutive continued . . . . . . . . . . . .            0.016         0.980




                                                                   11
2.       Pro forma balance sheet
The table below contains the pro forma unaudited consolidated assets and liabilities of the Real Group and the
Dolmen Group in accordance with IFRS but without application of IAS 34 for Dolmen, also including the impact of
the transactions described below as if those transactions had taken place on September 30, 2006 and December 31,
2006 respectively.
The balance sheet of the Real Group is as at December 31, 2007. The balance sheet of the Dolmen Group is as at
September 30, 2007.
This pro forma unaudited consolidated balance sheet reflects the impact of the following transactions:
(i)      the redemption in November 2007 of 1,341,086 Dolmen Shares for 22.8 million Euro as if this transaction
         had taken place on September 30, 2006 (see Section 6.4.8.)
(ii)     the acquisition of the Dolmen Group by the Real Group and the financing of this acquisition as if this
         transaction had taken place on December 31, 2006.
                                                                                                                         Consolidated
                                                                                                                          pro forma
                                        Balance Sheet   Balance Sheet          Dolmen                                   balance sheet
                                         12/31/2007      09/30/2007             share     Acquisition of   Real Group        Real
                                            Real           Dolmen            redemption    Dolmen by        Finance     Group/Dolmen
                                           Group           Group              program         Real           Costs          Group
Thousand Euro
ASSETS
Non Current Assets . . . . .        .      37,565          22,355                  —        101,359             —         161,279
Current Assets . . . . . . . .      .      91,272          80,651             (23,373)      (44,674)            —         103,876
TOTAL ASSETS . . . . . .            .     128,837         103,006             (23,373)       56,685             —         265,155
EQUITY AND
  LIABILITIES
Shareholder’s Equity . . . .        .      33,024          56,957             (23,373)        56,685         (1,366)      121,927
Non-Current Liabilities . .         .      61,351           6,053                  —              —              —         67,404
Current Liabilities . . . . . .     .      34,462          39,996                  —              —          (1,366)       75,824
TOTAL LIABILITIES . . .             .      95,813          46,049                  —              —          (1,366)      143,228
Total Equity &
  Liabilities . . . . . . . . . .   .     128,837         103,006             (23,373)        56,685            —         265,155

Further information on the revision and assumptions used in the preparation of the pro forma financial information
can be found below in Section 5.13.7 here the pro forma financial information is discussed in detail.

Key Risk Factors
Fluctuations in the market environment can adversely affect demand for Real’s products and services and com-
petitive pressure might lead to further margin pressure
The markets in which the Real Group is currently already active and the markets in which the Real Group purports
to become (increasingly) active upon the Takeover Bid are subject to fluctuations of demand. In case of an economic
downturn, margins may come under pressure. In addition, these markets are characterized by low entry barriers. It
cannot be ruled out that intensified future competition could lead to falling margins. The economic developments
and competition may differ per region/country and per market segment in which the Real Group is (or will become
(more) active. The ability to compete successfully depends on a number of factors, both within and outside of the
Real Group’s control. These factors include the following:
•      success in designing and developing new or enhanced products / services;
•      ability to address the needs of Real’s or the Real Group’s customers;
•      pricing, quality, performance, reliability;
•      features, ease of use, and diversity of the products of Real and the Real Group;
•      pricing and quality of the services portfolio of Real and the Real Group;
•      ability to attract and retain high quality industry and ICT experts;
•      quality of the customer services of Real and the Real Group;
•      brand recognition and image of Real and the Real Group in the market; and
•      product or technology introductions by Real’s and the Real Group’s competitors.

                                                                        12
Real’s inability to compete successfully in each of the segments in which it is active may affect margins and
profitability.

Failure to retain and hire new skilled employees will affect the success of Real in the future
Personnel are a critical success factor for Real and an important condition for the growth of Real. Real must
continuously recruit highly qualified personnel to fuel growth. In addition, retaining this personnel is of great
importance. At present, the demand for persons with the ICT skills of Real’s personnel is very high, and the
environment in which this personnel is recruited is extremely competitive, which can lead to retention problems. A
shortage of personnel, or a high turnover of personnel, will have a restraining influence on the growth of Real.
Following the announcement of the Takeover Bid, employees of Real and Dolmen may be solicited by third parties
to leave their present employ with Real or Dolmen or may take the initiative themselves to seek other opportunities.
Real cannot guarantee that it will not be affected by this risk, in a market where shortage of skilled personnel is
generally recognized as a problem.

Real’s contracts can be terminated by its clients with short notice
Clients typically retain Real (and, to the best of Real’s knowledge, Dolmen) on a non-exclusive, engagement-by-en-
gagement basis, rather than under exclusive long-term contracts. While Real’s accounting systems identify the
duration of engagements, these systems do not track whether contracts can be terminated upon short notice and
without penalty. However, Real estimates that the majority of its contracts can be terminated by clients with short
notice and without significant penalty. Termination of contracts on short notice could adversely affect the operating
results of Real.

Real and Dolmen might not be able to successfully integrate and expected synergies may not materialize
resulting in lower than expected margins
Real might not be able to successfully integrate Dolmen or other newly acquired businesses, if any. If Real fails to
integrate businesses successfully, their rate of expansion could slow and financial condition and results of
operations could be materially adversely affected. The integration of Real and Dolmen and of any businesses
Real or Dolmen have acquired recently or may acquire in the future or which Dolmen has acquired recently will
require significant time and effort from senior management, who are also responsible for managing existing
operations. The integration may be difficult for a variety of reasons, including differing culture, management styles
and systems and infrastructure and different records or internal controls. In addition, integrating new acquisitions
might require significant initial cash investments. Furthermore, even if Real and Dolmen are successful in
integrating their existing and new businesses, expected synergies and cost savings may not materialize or may
materialize later than expected, resulting in lower than expected profit margins.

Subsequent merger
The objective of the Takeover Bid is for Real to acquire at least 75% of the shares of Dolmen and to subsequently
merge Dolmen into Real.
The intended merger of Dolmen into Real following the closing of the Takeover Bid may be delayed, structured
differently than currently anticipated or even canceled as a result of factors beyond the present control of Real and
Dolmen, such as resistance or the imposition of encumbering conditions by shareholders, employees, customers,
suppliers or regulatory (including tax and competition) authorities.
In the event where the presently intended merger of Real and Dolmen would be disturbed or delayed (in particular
under the circumstance that less than 75% of the Dolmen Shares would be tendered to Real under the envisaged
Takeover Bid, and for that reason, the proposed merger of dolmen into Real would not be approved by the general
shareholders’ meeting of Dolmen) then the expected operational, financial, organizational, fiscal and/or other
synergies and consequences that Real presently expects to result from the transaction, may be substantially reduced,
delayed or may even not materialize which would have a significant impact on the business, operations, financial
conditions and prospects of Real.
Depending on the timing of the contemplated merger, the exchange rate used in the framework thereof, may be
different from the valuations used in the framework of the Takeover Bid.
It is presently envisaged that the merger will take place within approximately one year from closing of the Takeover
Bid.

                                                         13
Key Features of the Offering Shares
The Offering Shares have the same rights and benefits as the existing outstanding shares of Real.
All Offering Shares will be in dematerialized form. Like the currently outstanding Real shares, the Offering Shares,
are without nominal value.
The Offering Shares entitle the holder thereof to a dividend, if any, which the general shareholder’s meeting of Real
will declare for the financial year ending on March 31, 2009 (assuming the alignment of the financial years of Real
and Dolmen as presently envisaged would be duly implemented, see Section 4.1.3, and otherwise, December 31,
2008) and will be listed on Euronext Brussels. Each Offering Share will benefit from the right to a reduced
withholding tax, so-called “VVPR” right (verlaagde voorheffing/précompte réduit), which will be represented by a
separate VVPR strip, which will be listed on Euronext Brussels separately.
The rights attached to the shares of Real are as further specified in the Prospectus. A summary is given below.
•   Voting rights: Each shareholder of Real is entitled to one vote per share. The voting rights attached to shares
    the can be suspended in certain specific circumstances as specified under applicable Belgian company law and
    Belgian financial law.
•   Powers of the general shareholders’ meeting: Neither Real’s articles of association, nor Real’s corporate
    governance charter provide for any substantial deviation from applicable law in respect of the powers of the
    general shareholders’ meeting. Therefore, the general shareholders’ meeting of Real is solely empowered with
    regard to (inter alia) the appointment and resignation of directors and the statutory auditor of Real; the granting
    of discharge of liability to the directors and the statutory auditor; the determination of the remuneration of the
    directors and of the statutory auditor for the exercise of their mandate; the distribution of profits; the filing of a
    claim for liability against directors; the decisions relating to the dissolution, merger and certain other re-
    organizations of Real; and the approval of amendments to the articles of association.
•   Preferential subscription right: In accordance with the relevant provisions under Belgian company law, the
    existing shareholders (including, upon the Offering, the owners of the Offering Shares) of Real have a
    preferential subscription right to subscribe to any new shares, convertible bonds or warrants issued in the
    framework of a capital increase in cash, pro rata of the part of the share capital represented by the Real shares
    that they hold immediately prior to the implementation if such capital increase. This preferential subscription
    right can be limited, in accordance with applicable law. The shareholders can also decide to authorize the board
    of directors to limit or cancel the preferential subscription right at the occasion of the issuance of securities
    within the framework of the authorized capital, subject to the terms and conditions set out in the Belgian
    Company Code. Such authorization was granted to the board of directors on October 2, 2007.

Particular Costs
The costs of the Takeover Bid and the Offering borne by Real in the current financial year are estimated to be
approximately 4,050,000 Euro. These costs include financial advisory, audit, consulting, legal, and administrative
costs, costs of legal publications and the printing of prospectus and other costs, the remuneration of the CBFA,
initial fees payable to Euronext Brussels, the Receiving Agent and the tax on the stock market transaction payable
by the Sellers which Real has accepted to bear.

Acceptance of the Takeover Bid
Shareholders can tender their Shares by either filling out and depositing the Acceptance Form attached hereto as
Exhibit 1, or by otherwise registering their acceptance.
The duly completed and executed Acceptance Form can be deposited free of charge, directly, with the counters of
KBC Securities, KBC Bank and CBC Banque. Sellers can also choose to have their acceptance otherwise registered
either directly with the Receiving Agent or, indirectly, with their financial intermediary for remittance to the
Receiving Agent.
If Sellers choose to go through another financial intermediary than KBC Securities, KBC Bank or CBC Banque,
they must inquire about the costs that these organizations might charge and which they will have to bear.
These financial intermediaries must, as the case may be, comply with the proceedings described in Section 3.10.4.
The procedure for accepting the Takeover Bid can be summarized as follows:
     Sellers holding Shares in dematerialized form (book entry) will instruct their financial agent to imme-
     diately transfer to the Receiving Agent the Shares they hold in their securities account with this financial agent.

                                                           14
     They will do so by depositing the completed and duly signed Acceptance Form or by otherwise registering
     their acceptance, with the Receiving Agent, either directly, or indirectly through other financial intermediaries.
     Other financial intermediaries must transfer the thus tendered Shares to the account of the Receiving Agent,
     immediately following the Tender (see below).

     Sellers holding Shares in bearer form (printed shares) are invited to go without delay directly to the
     Receiving Agent or another financial intermediary with the Dolmen shares coupons number 10 and following
     attached to ensure that the dematerialization proceedings can be performed and that in addition, the thus
     converted Shares can be timely transferred to the account of the Receiving Agent. The subsequent transfer to
     the Receiving Agent is then as described in the preceding paragraph.

     Sellers holding Shares in registered form must (i) contact Dolmen with a view to registering the transfer of
     their Shares, to KBC Securities, (ii) ask from Dolmen a confirmation of their registration indicating the
     number of shares for which they are registered and which they want to transfer, and (iii) deposit said
     confirmation letter with the Receiving Agent, either directly, or indirectly, through their financial intermediary.


Important note for the Sellers and the financial intermediaries accepting Tenders

The Shares tendered must actually be transferred to the account number 0881/00.24 with Euroclear Belgium NV in
favor of account number 9801002 held by KBC Securities, immediately following the Tender. This is necessary
because the payment of the consideration of the Takeover Bid is made partly through the issuance of Offering
Shares that will be created following a capital increase by means of a contribution in kind of the Shares in Real.

The Receiving Agent will act as contributor/subscriber for the benefit of the Sellers and will contribute the number
of Shares credited on the above-mentioned account with Euroclear Belgium NV upon expiry of the (reopened)
Acceptance Period (as applicable) (see Section 3.10.4).

Bidder                                        Real Software NV

Target company                                Dolmen Computer Applications NV

Conditions of the Takeover Bid
and the Offering                              The Takeover Bid is subject to the approval by the Belgian and
                                              German Competition Authorities of Real acquiring control over Dol-
                                              men (which approval has been obtained) and subject to Real owning,
                                              as a result of the Takeover Bid and the exercise of the call option on the
                                              Shares held by Colruyt and Sofina, at least 75% of all Shares. The
                                              conditions precedent of the Takeover Bid and the Offering are further
                                              described in Section 3.7.

Support                                       The board of directors and the reference shareholders of Dolmen have
                                              granted their support to the Takeover Bid, as further set forth in
                                              Section 3.2 of the Prospectus.

Offer Price for the Shares                    In cash: 5.69 Euro
                                              In the form of Offering Shares: 32 Offering Shares

Offer Price for the Warrants                  Warrants 2000 In cash: 0.65 Euro
                                                            In shares: 5 Offering Shares

                                              Warrants 2001 In cash: 2.78 Euro
                                                            In shares: 16 Offering Shares

                                              Warrants 2005 In cash: 2.91 Euro
                                                            In shares: 16 Offering Shares

                                              Warrants 2006 In cash: 2.92 Euro
                                                            In shares: 16 Offering Shares

                                              Warrants 2007 In cash: 2.48 Euro
                                                            In shares: 15 Offering Shares

                                                          15
Offering Shares (incl. VVPR strips)
— Security codes                       for the Offering Shares: — Number: 227.770.346
                                            (excl. VVPR strips) — ISIN BE: 0003732469
                                                                 — Euronext symbol: REA
                                      for the underlying VVPR — Number: 227.770.346
                                                         strips: — ISIN BE: 0005552238
                                                                 — Euronext symbol: REAS
Listing Offering Shares (incl. VVPR
strips)                               Euronext Brussels
Payment date                          Within ten Business Days following the publication of the results of
                                      the Takeover Bid (with respect to Securities acquired in the Takeover
                                      Bid).
                                      In the event of a reopening of the Takeover Bid, within ten Business
                                      Days following the publication of the results of the reopening of the
                                      Takeover Bid (with respect to Securities acquired in the re-opened
                                      Takeover Bid).
Receiving Agent                       KBC Securities NV in collaboration with KBC Bank NV and CBC
                                      Banque SA.
Acceptance and Payment Services       The acceptance and payment services in respect of the Takeover Bid
                                      and the Offering will be taken care of by KBC Securities NV, in
                                      collaboration with KBC Bank NV and CBC Banque SA.
VVPR strips                           VVPR strips entitle their holders to a reduced rate of Belgian with-
                                      holding tax (15% rather than 25%) on dividends. The VVPR strips will
                                      be separately tradable. All Offering Shares will, upon their issuance,
                                      be delivered with VVPR strips.
Costs                                 The costs made by the Sellers in the framework of the Takeover Bid
                                      and the Offering, including the tax on stock exchange transactions,
                                      will be borne by Real, in accordance with Section 3.10.1 and
                                      Section 3.16.
Notice                                All notices for shareholders of Dolmen will be published in the
                                      Belgian financial press, De Tijd and L’Écho. All notices for share-
                                      holders of Real will be published in the Belgian financial press, De
                                      Tijd and L’Écho.
Limitations of the Takeover Bid
and the Offering                      The distribution of this Prospectus, including the Takeover Bid and the
                                      Offering set forth therein, might be limited in certain countries based
                                      on legal or administrative rules and regulations. Every person needs to
                                      inform himself of such limitations and needs to conform thereto.
Financial service                     The financial service in respect of the Offering Shares with regard to
                                      dividend payment and shareholders attending the general meeting of
                                      shareholders will be taken care of by KBC Bank NV, free of charge for
                                      the shareholders, unless Real would revise this policy.




                                                 16
Risk Factors
The Real Group operates in a rapidly changing environment that involves a number of risks and uncertainties, some
of which are beyond its control. Prospective investors should carefully consider each of the risks and uncertainties
described below and all other information in this Prospectus before deciding to invest in the Real Group through the
acceptance of the Takeover Bid. If any of the following events actually occur, the Real Group’s business, operating
results and financial condition would likely suffer. In addition, the risks and uncertainties described below are not
the only ones that the Real Group faces. Additional risks and uncertainties that the Real Group does not currently
know of or that the Real Group currently believes to be immaterial may also adversely affect the Real Group’s
business operations in the future. The risks described below may also affect the Dolmen Group and, as a result,
remain relevant or become even more relevant after the envisaged takeover of Dolmen by Real. References to Real
in the risk factors below should, for the avoidance of doubt, be read as reference to Real after the Takeover Bid and
thus include a reference to Dolmen.

Risks Related to the Market
Fluctuations in the market environment can adversely affect demand for Real’s products and services and com-
petitive pressure might lead to further margin pressure
The markets in which the Real Group is currently already active and the markets in which the Real Group purports
to become (increasingly) active upon the Takeover Bid are subject to fluctuations of demand. In case of an economic
downturn, margins may come under pressure. In addition, these markets are characterized by low entry barriers. It
cannot be ruled out that intensified future competition could lead to falling margins. The economic developments
and competition may differ per region/country and per market segment in which the Real Group is (or will become
(more)) active. The ability to compete successfully depends on a number of factors, both within and outside of the
Real Group’s control. These factors include the following:
•   success in designing and developing new or enhanced products / services;
•   ability to address the needs of Real’s or the Real Group’s customers;
•   pricing, quality, performance, reliability;
•   features, ease of use, and diversity of the products of Real and the Real Group;
•   pricing and quality of the services portfolio of Real and the Real Group;
•   ability to attract and retain high quality industry and ICT experts;
•   quality of the customer services of Real and the Real Group;
•   brand recognition and image of Real and the Real Group in the market; and
•   product or technology introductions by Real’s and the Real Group’s competitors.
Real’s inability to compete successfully in each of the segments in which it is active may affect margins and
profitability.

Real’s business will be negatively affected if it is not able to anticipate and keep pace with rapid changes in
technology or if growth in the use of technology in business is not as rapid as in the past
Success will depend partly on Real’s ability to develop and implement information, communication and technology
services and solutions that anticipate and keep pace with continuing and rapid changes in technology and industry
standards. Real may not be successful in anticipating or responding to these developments on a timely basis, and
Real’s and the Real Group’s offerings may not be successful in the marketplace. Also, services, solutions and
technologies developed by competitors may make Real’s service or solution offerings uncompetitive or obsolete.
Any one of these circumstances could have a material adverse effect on Real’s ability to obtain and successfully
complete client engagements. Real’s business is also dependent, in part, upon continued growth in the use of
technology in business by clients and prospective clients and their customers and suppliers. If the growth in the use
of technology slows down due to a challenging economic environment, the business could be adversely affected. In
addition, use of new technology for commerce generally requires the understanding and acceptance of a new way of
conducting business and exchanging information. Companies that have already invested substantial resources in
traditional means of conducting commerce and exchanging information may be particularly reluctant or slow to
adopt a new approach that may make some of their existing personnel and infrastructure obsolete, which could
reduce demands.

                                                         17
Companies are increasingly competing on a global basis. Increased competition from global or pan-Euro-
pean players could lead to increased margin pressure and lower profitability
Large international competitors as well as pan-European players trying to further penetrate local markets may lead
to increased competition which in turn could lead to higher pressure on both margins and profitability.

Risks Related to the Business
Failure to retain and hire new skilled employees will affect the success of Real in the future
Personnel are a critical success factor for Real and an important condition for the growth of Real. Real must
continuously recruit highly qualified personnel to fuel growth. In addition, retaining this personnel is of great
importance. At present, the demand for persons with the ICT skills of Real’s personnel is very high, and the
environment in which this personnel is recruited is extremely competitive, which can lead to retention problems. A
shortage of personnel, or a high turnover of personnel, will have a restraining influence on the growth of Real.
Following the announcement of the Takeover Bid, employees of Real and Dolmen may be solicited by third parties
to leave their present employ with Real or Dolmen or may take the initiative themselves to seek other opportunities.
Real cannot guarantee that it will not be affected by this risk, in a market where shortage of skilled personnel is
generally recognized as a problem.

Dependency on sales successes
The operating plan of Real (and, to the best of Real’s knowledge, Dolmen) for the future relies upon certain sales
successes across the company after the Takeover Bid. This includes sales to new as well as to existing customers.
Although Real has a comfortable sales pipeline, it is not a certainty that the projected sales will actually materialize.
A portion of expected sales is related to products, which may require additional functionality. Risks exist in
completing these tasks and thus could impact Real’s ability to sell and/or deliver promised solutions.

Unexpected costs or delays could make Real’s contracts unprofitable
While Real (and, to the best of Real’s knowledge, Dolmen) have several types of contracts, including time-and-ma-
terial contracts, fixed-price contracts and contracts with features of both of these contract types, there are risks
associated with all of these types of contracts when commitments are made in terms of timing, budget, competences
or project deliverables. When making proposals for engagements, Real estimates the costs and timing for
completing the projects. These estimates reflect Real’s best judgment regarding the efficiencies of methodologies
and professionals as Real plans to deploy them on projects. Any increased or unexpected costs or unanticipated
delays in connection with the performance of these engagements, including delays caused by factors outside Real’s
control, could make these contracts less profitable or unprofitable, which would have an adverse effect on the profit
margin. In the past Real has experienced such cost overruns as a result of incorrect estimates.

Undetected errors or defects in software could adversely affect Real’s performance, reduce the demand for its
products and services and increase service and maintenance costs
In-house developed applications could contain errors or defects that Real has not been able to detect that could
adversely affect performance and reduce demand for Real’s products. Any defects or errors in new versions or
enhancements of Real’s products could result in the loss of orders or a delay in the receipt of orders and could result
in reduced revenues, delays in market acceptance, diversion of development resources, product liability claims or
increased service and warranty costs, any of which may have a material adverse effect on the business, results of
operations and financial condition. Any claim brought against Real could be expensive to defend and require the
expenditure of significant resources, regardless of the result. Moreover, the overall costs for maintenance,
monitoring and engineering in case of serious and irresolvable defects in any in-house developed application,
may not be fully covered by the annually fixed and paid service fees for service and maintenance or Real’s relevant
insurances.

Real’s contracts can be terminated by its clients with short notice
Clients typically retain Real (and, to the best of Real’s knowledge, Dolmen) on a non-exclusive, engagement-by-en-
gagement basis, rather than under exclusive long-term contracts. While Real’s accounting systems identify the
duration of engagements, these systems do not track whether contracts can be terminated upon short notice and
without penalty. However, Real estimates that the majority of its contracts can be terminated by clients with short
notice and without significant penalty. Termination of contracts on short notice could adversely affect the operating
results of Real.

                                                           18
Profitability will suffer if Real is not able to maintain its pricing and utilization rates and/or to control its
costs
Profitability is largely a function of the rates Real (and, to the best of Real’s knowledge, Dolmen) is able to charge
for services and the utilization rate, or chargeability, of professionals. Accordingly, if Real is not able to maintain the
pricing for services or an appropriate utilization rate for professionals without corresponding cost reductions, it will
not be able to sustain the profit margin and profitability will suffer.
The rates Real (and, to the best of Real’s knowledge, Dolmen) is able to charge for its services are affected by a
number of factors, including but not limited to:
•   Client’s perception of Real’s ability to add value through Real’s and the Group’s services
•   Competition
•   Introduction of new services or products by Real or competitors
•   Pricing policies of competitors
•   General economic conditions
The utilization rates of Real and, to the best of Real’s knowledge, Dolmen are also affected by a number of factors,
including but not limited to:
•   Seasonal trends, primarily as a result of holiday and summer vacations
•   Ability to transition employees from completed projects to new engagements
•   Ability to forecast demand for services and thereby maintain an appropriate headcount in the appropriate areas
    of the workforce
•   Ability to manage attrition
•   Effectiveness of sales force
Profitability is also a function of Real’s ability to control costs and improve efficiency. Current and future cost
reduction initiatives may not be sufficient to maintain Real’s margins if a challenging economic environment were
to continue for several quarters. Further, as Real increases the number of Real and the Group’s professionals and
execute its strategy for growth, it may not be able to manage a significantly larger and more diverse workforce,
control its costs or improve efficiency.

Others could claim that Real infringes on their intellectual property
Real (and, to the best of Real’s knowledge, Dolmen) is subject to the risk of claims alleging infringement of third-
party intellectual property rights, including in respect of intellectual property that has been developed by third
parties and acquired in business or asset purchase transactions. These claims could require Real to spend significant
sums in litigation costs, pay damages, expend significant management resources, experience shipment delays, enter
into royalty or licensing agreements on unfavorable terms, discontinue the use of challenged trade names or
technology, or develop non-infringing intellectual property. Liability insurance does not protect it against the risk
that its own or licensed third-party technology infringes the intellectual property of others. Therefore, any such
claims could have a material adverse effect on Real business, operating results and financial condition.

Litigations
Real has certain litigation (including pending litigation) relating to claims arising in the ordinary course of business
that can be qualified as contingent liabilities according to the definition of IFRS (for a total amount of roughly
98,750 Euro). None of these matters are considered to be material by Real’s board of directors.
Real has no knowledge of any material litigation at the level of Dolmen.

Risks Related to the Takeover Bid and the Offering
The price of the Shares and the Offering Shares may be highly volatile
The market price of the Shares has experienced volatility in the past, and may continue to fluctuate, depending upon
many factors, including:
•   market expectation in respect of Real’s performance or financial condition (including market expectations with
    respect to the success of the integration of the business of Real and Dolmen);

                                                            19
•   fluctuations in Real and Dolmen’s financial position or operating results;
•   fluctuations of interest rates in general;
•   general market and economic conditions;
•   announcements and developments affecting Real and Dolmen, their business and customers and suppliers and
    the markets in which Real and Dolmen competes;
•   changes in senior management and/or Real and Dolmen’s board of directors;
•   price and trading volume of the markets where the Shares and the Offering Shares are traded;
•   investor perception of the success and impact of the Takeover Bid and the Offering; and
•   supply and demand of the Shares and the Offering Shares.
As a result of these or other factors, the Shares and the Offering Shares may trade at prices significantly below their
current market price, or their market price at the commencement of the Offering or any time thereafter and may
therefore impact the consideration offered to the Sellers.
In addition, securities markets in general have from time to time experienced significant price and volume
fluctuations. Such fluctuations, as well as the economic situation of the financial markets as a whole, can have a
substantial negative effect on the market price of the Shares and the Offering Shares, regardless of the operating
results or the financial position of the Real Group and the Dolmen Group. Developments in, and changes to
securities analyst recommendations regarding the Group’s industry may also influence and introduce volatility to
the price of the Offering Shares in the market. Any such broad market fluctuations may adversely affect the trading
price of the Offering Shares.
The Offering Shares, issued in the framework of the Takeover Bid and Offering will not be subject to any lock-up,
which may lead to a sudden increase of sell orders on the market at any time after the closing of the Takeover Bid.

Real and Dolmen might not be able to successfully integrate and expected synergies may not materialize
resulting in lower than expected margins
Real might not be able to successfully integrate Dolmen or other newly acquired businesses, if any. If Real fails to
integrate businesses successfully, their rate of expansion could slow and financial condition and results of
operations could be materially adversely affected. The integration of Real and Dolmen and of any businesses
Real or Dolmen have acquired recently or may acquire in the future will require significant time and effort from
senior management, who are also responsible for managing existing operations. The integration may be difficult for
a variety of reasons, including differing culture, management styles and systems and infrastructure and different
records or internal controls. In addition, integrating new acquisitions might require significant initial cash
investments. Furthermore, even if Real and Dolmen are successful in integrating their existing and new businesses,
expected synergies and cost savings may not materialize or may materialize later than expected, resulting in lower
than expected profit margins.

Growth by acquisitions will lead to changes in the organizational structure and will influence results, capital
and balance sheet ratios
Acquisitions, such as the contemplated Takeover Bid, will result in an increase of the “span of control” for
management. As a result organizational adjustments will be unavoidable. In addition, possible legal implications
and/or cultural differences could negatively impact the Real Group’s performance. Acquisitions of any kind will
likely influence the consolidated results, capital structure and balance sheet ratios.
In the case at hand, key management functions covering both Real and Dolmen will be allocated either to a key Real
manager or to a key Dolmen manager. As a result, the scope of responsibility will not only be approximately double
in size, but will be also geographically spread over two different locations.

The need for current and possible future financing through the debt capital markets will result in payment
obligations, which combined with an adverse market environment Real might not be able to meet
Future consolidation in the industry is likely and Real may continue to play an active role in this consolidation. In
order to finance possible future acquisitions Real may turn to the debt capital markets to raise the necessary
financing for these transactions. Adverse movements in the market environment combined with a leveraged balance
sheet position might affect Real’s capability to meet the obligations to the providers of such debt instruments. Real

                                                          20
may also come into a position where Real need to refinance existing debt obligations and where Real might not be
able to find parties willing to extend these facilities or at higher costs than existing facilities.

Real may need additional capital in the future, which may presently not be available. The raising of addi-
tional capital may dilute the ownership in Real of its equity-holders
Real may need to raise additional funds through public or private debt or equity financings in order to:
•   Take advantage of opportunities, including more rapid expansion;
•   Acquire complementary businesses or technologies;
•   Develop new services and solutions; or
•   Respond to competitive pressures.
Any additional capital raised through the sale of equity may dilute the respective stake held by its equity-holders in
Real. Furthermore, any additional financing Real may need may not be available on terms favorable to them, or at
all.

Possibility of customer loss
There is the risk that Real and/or Dolmen might lose revenue with specific clients as a result of the combination of
Real and Dolmen as described in this Prospectus. These clients might have policies in place to limit the penetration
percentage of any of its suppliers. As a result the sales revenue of the combined entity at a particular client might be
less then the sum of the sales revenues the companies generated at that client before the transaction.

Subsequent merger
The objective of the Takeover Bid is for Real to acquire at least 75% of the shares of Dolmen and to subsequently
merge Dolmen into Real.
The intended merger of Dolmen into Real following the closing of the Takeover Bid may be delayed, structured
differently than currently anticipated or even canceled as a result of factors beyond the present control of Real and
Dolmen, such as resistance or the imposition of encumbering conditions by shareholders, employees, customers,
suppliers or regulatory (including tax and competition) authorities.
In the event where the presently intended merger of Real and Dolmen would be disturbed or delayed then the
expected operational, financial, organisational, fiscal and/or other synergies and consequences that Real presently
expects to result from the transaction, may be substantially reduced, delayed or may even not materialize which
would have a significant impact on the business, operations, financial conditions and prospects of Real.
Investors should particularly be aware of the fact that if following completion of the envisaged Takeover Bid, Real
would only acquire a share in Dolmen below 75% of the Shares, i.e. less than the statutory threshold required for the
approval of mergers under Belgian company law, this may have as consequence that the merger proposed to the
general shareholders’ meeting of Dolmen would not be approved upon and such may in turn have as effect that the
benefits expected to arise from the transactions as presently envisaged, may need a longer time to materialize, then
currently estimated .
Depending on the timing of the contemplated merger, the exchange rate used in the framework thereof, may be
different from the valuations used in the framework of the Takeover Bid.
It is presently envisaged that the merger will take place within approximately twelve months from closing of the
Takeover Bid.




                                                          21
Disclaimers and Notices
Information presented in the Prospectus
This Prospectus contains information regarding the Takeover Bid, the Offering, the possible squeeze-out, as
described under, inter alia, Section 3.13, and the possible Deferred Takeover Bids.

No representations
No dealer, sales person or other person has been authorized to give any information or to make any representation in
connection with the Takeover Bid, the Offering and /or the listing of the shares, that is not contained in this
Prospectus and, if given or made, such information or representation must not be relied upon as having been
authorized or acknowledged by Real.
In making a decision regarding the Takeover Bid, or regarding the shares offered herein, the holders of Securities
must rely on their own examination of the Takeover Bid, the terms of the Takeover Bid, Real and the terms of the
Offering, including the risks and merits involved as described in the Prospectus. Any summary or description set
forth in this Prospectus of legal provisions, corporate structurings or contractual relationships is for information
purposes only and should not be construed as legal or tax advice as to the interpretation or enforceability of such
provisions or relationships. In case of any doubt relating to the contents or the meaning of the information contained
in this document, the holders of Securities should consult an authorized or professional person. The shares offered in
the framework of this Prospectus have not been recommended by any federal or state securities commission or
regulatory authority in Belgium or elsewhere.
Any significant new fact or any material error or substantial incorrectness with respect to the information set forth in
this Prospectus likely to influence the assessment of the Takeover Bid, the Offering, and the possible squeeze-out,
and occurring or established between the approval and the expiry of the Acceptance Period (within the meaning of
Article 17 of the Takeover Act) will be covered in an addendum to this Prospectus. The addendum shall be subject to
approval by the CBFA in the same manner as the Prospectus and shall be made public as shall be determined by the
CBFA.

Applicable law
The Takeover Bid has been prepared and is made in accordance with Belgian law and notably, the Belgian Act of
April 1, 2007 on public takeover bids and the Royal Decree of April 27, 2007 on public takeover bids. All disputes
arising in connection with the Takeover Bid and/or the Offering will be settled by the courts and tribunals of
Brussels.

Certain restrictions on the Takeover Bid, the Offering and the distribution of this Prospectus
This Prospectus does not constitute an offer to purchase or to sell or a solicitation by anyone in any jurisdiction in
which such offering or solicitation is not authorized or to any person to whom it is unlawful to make such offering or
solicitation. No action has been (or will be) taken other than in Belgium to permit a public offering in any
jurisdiction where action would be required for that purpose. Accordingly, the Offering Shares may not be offered
or sold, directly or indirectly, and neither this Prospectus nor any advertisement nor any other material may be
supplied to the public in any jurisdiction outside Belgium in which any registration, qualification or other
requirements exist or would exist in respect of any offer to purchase or to sell and, in particular, may not be
distributed to the public in the United States of America, Canada, Japan and the United Kingdom. Any failure to
comply with these restrictions may constitute a violation of American, Canadian, Japanese or UK securities laws or
the securities regulation of other jurisdictions. Real expressly declines any liability for breach of these restrictions
by any person. Persons in whose possession this Prospectus or the shares offered in the framework thereof come,
must inform themselves about, and observe, any applicable restriction.
It is the responsibility of every person residing outside of Belgium and desiring to accept the Takeover Bid and the
Offering to ensure that the laws and regulations applicable in the country of residence is respected and that all other
formalities which might be applicable are complied with, including payment of all costs and levies.

United Kingdom
Any invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial
Services and Markets Act 2000 (the “FSMA”)) in the United Kingdom in the framework of the Takeover Bid is
made only and can be made only in circumstances in which Article 21(1) of the FSMA does not apply to Real. Real
has not authorized any offer of the shares to the public in the United Kingdom in the meaning of the FSMA, such

                                                          22
that an approved prospectus would be required to be made available under Article 85 of the FSMA. The Offering
Shares may not be offered or sold to persons in the United Kingdom, except to persons who fall within the definition
of “qualified investors” as that term is defined in Article 68(7) of the FSMA or otherwise in circumstances which
have not resulted in an offer to the public in the United Kingdom in respect of which an approved prospectus would
be required to be made available under Article 85 of the FSMA.

Japan and Canada

This Prospectus may only be passed on in Canada or any of its provinces or in Japan or any of its territories to
persons to whom the Prospectus may be passed on lawfully in accordance with statutory exemptions in each
relevant jurisdiction in Canada or Japan pursuant to a discretionary exemption granted by the relevant Canadian
and/or its provinces’ or Japanese and/or its territories’ securities regulatory authority.

United States

This Takeover Bid relates to the Securities of Dolmen, a Belgian company. The Takeover Bid is subject to Belgian
requirements, which are different from those of the United States of America. Certain financial statements and other
financial information regarding Real and Dolmen included or referred to in this Prospectus have been prepared, in
accordance with IFRS and the Belgian accounting standards that may not be comparable to the financial statements
of U.S. companies. Investors should be aware that Real or its subsidiaries may, subject to compliance with
applicable Belgian laws, rules and regulations, purchase or make arrangements to purchase shares of Dolmen from
shareholders who are willing to sell shares on the stock exchange outside of the Takeover Bid at a price lower or
equal to the Takeover Bid consideration. Any information about such purchases will be disclosed by Real to the
CBFA in Belgium in accordance with Article 12 of the Takeover Decree and to Dolmen and the CBFA if by such
purchase Real owns shares in Dolmen representing 5% or more of the shares of Dolmen in accordance with the
Belgian Act of March 2, 1989 concerning the disclosure of significant shareholdings in listed companies and
regulating takeover bids(3). Any information on arrangements to purchase shares or warrants of Dolmen will be
disclosed if and to the extent required.

The Offering relates to shares in Real. The Offering Shares have not been and will not be registered under the
Securities Act of the United States of America. Subject to certain exceptions, the Offering Shares may not be
offered, sold or delivered in the United States of America, or to, for the account or benefit of, U.S. persons, except in
certain transactions exempt from the registration requirements of the Securities Act. The terms used in the
paragraph have the meanings given to them by Regulation S. The Offering Shares have not been approved or
disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the U.S. or any
other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the
Offering Shares or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal
offence in the U.S.

France

The Prospectus has not been prepared in the context of a public offering of securities in France within the meaning
of Article L.411-1 of the French Monetary and Financial Code (“Code monétaire et financier”) and articles 211-1 et
seq. of the General Regulations of the Autorité des Marchés Financiers. Consequently, the Prospectus and any other
material relating to the Offering Shares have not been and will not be submitted to Autorité des Marchés Financiers
for review or approval.

Switzerland

No offer relating to the new shares has been or will be made available to the public in Switzerland, within the
meaning of Article 652a paragraph II of the Swiss Code of Obligations.

Financial and other information

Certain financial and statistical information in this Prospectus have been subject to rounding adjustments and
currency conversion adjustments. Accordingly, the sum of certain data may not be equal to the expressed total.

(3) Being replaced by the Belgian Act of May 2, 2007 on the disclosure of important participations in issuers with shares admitted for trading on
    a regulated market and other various other provisions (Wet van 2 mei 2007 op de openbaarmaking van belangrijke deelnemingen in
    emittenten waarvan aandelen zijn toegelaten tot de verhandeling op een gereglementeerde markt en houdende diverse bepalingen/Loi du
    2 mai 2007 relative á la publicité des participations importantes dans des émetteurs dont les actions sont admises á la négociation sur un
    marché réglementé et portant des dispositions diverses); the implementing Royal Decree (which is to specify the date of entry into force of
    the aforementioned Act) has still not been published.

                                                                      23
Unless indicated otherwise in this Prospectus, the information, industry data, market share data and other data
provided in this Prospectus was derived from independent industry publications, reports of marketing research and
other independent sources or on Real’s management own estimates, believed by management to be reasonable. The
information has been accurately reproduced and as far as Real is aware and able to ascertain, no facts have been
omitted which would render the reproduced information inaccurate or misleading. Real and its respective advisors
have not independently verified this information. Furthermore, market information is subject to change and cannot
always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary
nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of
market information. As a result, the holders of Securities of Dolmen should be aware that market share, ranking and
other similar data in this Prospectus, and estimates and beliefs based on such data, may not be reliable.

Forward-looking statements
This Prospectus contains forward-looking statements and estimates made by the management of Real with respect
to, amongst other things, the Takeover Bid and the Offering, the anticipated future performance of Real and Dolmen
(on a stand alone basis and as a combined entity) and the market in which they operate. Certain of these statements
and estimates can be recognized by the use of words such as, without limitation, “believes”, “anticipates”,
“expects”, “intends”, “plans”, “seeks”, “estimates”, “may”, “will” and “continue” and similar expressions. Such
statements and estimates are based on various assumptions and assessments of known and unknown risks,
uncertainties and other factors, which were deemed reasonable when made but may or may not prove to be
correct. Actual events are difficult to predict and may depend upon factors that are beyond the control of Real or
Dolmen. Therefore, actual results, the financial condition, performance or achievements of the companies, or
industry results, may turn out to be materially different from any future results, performance or achievements
expressed or implied by such statements and estimates. Factors that might cause such a difference include, but are
not limited to those discussed in the section “Risk Factors”. Given these uncertainties, no representations are made
as to the accuracy or fairness of such forward-looking statements and estimates. Furthermore, forward-looking
statements and estimates only speak as of the date of the Prospectus. Real disclaims any obligation to update any
such forward-looking statement or estimates to reflect any change in the company’s expectations with regard
thereto, or any change in events, conditions or circumstances on which any such statement or estimate is based,
except to the extent required by Belgian law.

Financial advisor of Real
Credit Suisse has advised Real with respect to certain financial aspects of the Takeover Bid and the Offering. These
services were exclusively provided for the benefit of Real and no third party can rely thereon. Credit Suisse does not
assume any responsibility for the information contained in this Prospectus and nothing in this Prospectus can be
considered as advice, a promise or guarantee by Credit Suisse.

Legal advisor of Real
Baker & McKenzie CVBA has advised Real with respect to certain legal aspects of the Takeover Bid and the
Offering. These services were exclusively provided for the benefit of Real and no third party can rely thereon.
Baker & McKenzie CVBA does not assume any responsibility for the information contained in this Prospectus and
nothing in this Prospectus can be considered as advice, a promise or guarantee by Baker & McKenzie CVBA.




                                                          24
                  Compliance with the requirements under Article 3 of the Takeover Decree
(i)     The offer relates to all Dolmen Securities, i.e. all outstanding voting rights bearing or voting rights conferring
        securities issued by Dolmen (7,094,003 Shares and 55,250 Warrants).
(ii)    The aggregate cash portion of the offer price for all Securities under the Takeover Bid is available on an
        account with KBC Bank NVand is being blocked for the sole purpose of paying the cash consideration for the
        Shares and the Warrants (to the extent that such consideration becomes due) under the envisaged Takeover
        Bid.
(iii)   Pursuant to the decision of the extraordinary shareholders’ meeting of Real of October 2, 2007, the board of
        directors if Real has at the date of this Prospectus the authority to issue maximum 282,939,958 shares, while
        the maximum amount of Offering Shares amounts to 227,770,346 (subject to review).
(iv) Real considers the offer, and its conditions, to be in accordance with the applicable laws and, considering the
     offered premium in comparison with the current market price of the Dolmen Shares, the support granted by
     Dolmen’s Reference Shareholders and Dolmen’s board of directors, Real should be able to reach the aimed
     objective.
(v)     The Takeover Bid does not relate to Securities belonging to different classes. The consideration for the
        Warrants (which was calculated using the Black & Scholes methodology) has both in respect of the form of
        the consideration offered as in respect of the economic value of this consideration, been aligned with the
        consideration offered for the Shares.
(vi)    Real undertakes, as far as it is concerned to, pursue its best efforts to adequately and fully carry out the
        envisaged Takeover Bid until the closing of the Takeover Bid, without prejudice to the provisions set forth
        under Articles 16 and 17 of the Takeover Decree.
(vii) KBC Securities is entrusted with the receipt of the Acceptance Form and the payment of the consideration.




                                                            25
Definitions
The table below provides the definitions of certain terms and expressions written with a capital letter elsewhere in
this Prospectus. Definitions used in the singular also apply to the plural, and vice versa.
Acceptance Form                              The acceptance form to tender the Securities in the course of the
                                             Takeover Bid, attached to this Prospectus as Exhibit 1.
Acceptance Period                            The period during which the Securities can be tendered under the
                                             Takeover Bid to Real within the meaning of Article 3, 30Î of the
                                             Takeover Act, comprising of the Initial Period as well as, as the case
                                             may be, the term during which the Takeover Bid is being reopened as
                                             specified in Section 3.12.
Business Days                                Any day on which the financial institutions are open for business,
                                             within the meaning of Article 3, §1, 27Î of the Takeover Act.
CBFA                                         The Belgian Banking, Finance and Insurance Commission (Commis-
                                             sie voor het Bank-, Financie- en Assurantiewezen/Commission Banc-
                                             aire, Financiére et des Assurances).
Capital Increase                             The capital increase(s) of Real whereby the Offering Shares will be
                                             issued as further specified under Section 4.1.1.
Colruyt                                      H.I.M. NV, H.I.M. Twee NV and D.I.M. NV.
Deferred Takeover Bid                        The deferred takeover bids carried out after the actual Takeover Bid,
                                             aiming at acquiring the Restricted Shares, upon expiry of the respec-
                                             tive non-transferability term, solely directed to the Shareholders
                                             holding such Restricted Shares that will have become transferable,
                                             as further specified under Section 3.3.2.
Dolmen                                       Dolmen Computer Applications NV, a Belgian corporation (naamloze
                                             vennootschap/société anonyme), with registered office at A. Vau-
                                             campslaan 42, 1654 Huizingen, and legal entity number VAT
                                             BE 460.306.570 RPR Brussels.
Dolmen Group                                 Dolmen Computer Applications NV, together with the entities wholly-
                                             owned, or controlled by Dolmen State NV (within the meaning of
                                             Article 5 of the Belgian Company Code), as reflected in the chart
                                             under Section 6.2.
Initial Acceptance Period                    The period from February 20, 2008 until and including March 5, 2008
                                             (4 pm, Brussels time).
Offering                                     The present offering of a maximum of 227,770,346 Offering Shares
                                             (subject to increase or decrease, if and to the extent the number of
                                             outstanding Securities at the date of this Prospectus or the nature of
                                             these Securities would change) in the framework of the Takeover Bid
                                             and subject to the terms and conditions set forth in this Prospectus,
                                             including, where the context so requires, any subsequent revision,
                                             extension, amendment or variation thereof in accordance with appli-
                                             cable law.
Offering Period                              The Acceptance Period.
Offering Shares                              The (maximum) 227,770,346 new Real shares (subject to increase or
                                             decrease, if and to the extent the number of outstanding Securities at
                                             the date of this Prospectus or the nature of these Securities would
                                             change) with VVPR strips issued by the board of directors as con-
                                             sideration for the Securities tendered under the Takeover Bid.
Prospectus                                   The present prospectus and all exhibits or annexes hereto which will
                                             form an integral part hereof, including, as applicable, any amend-
                                             ments, any supplements hereto published in accordance with appli-
                                             cable laws.

                                                        26
Receiving Agent          KBC Securities NV, in collaboration with KBC Bank State NV and
                         CBC Banque SA.

Reference Shareholders   Colruyt, on the one hand, and Sofina, on the other hand.

Real                     Real CityplaceSoftware State NV, a Belgian corporation (naamloze
                         vennootschap/société anonyme), with registered office at Prins Bou-
                         dewijnlaan 26, 2550 Kontich, and legal entity number BTW
                         BE 0429.037.235 RPR Antwerp.

Real Group               Real Software State NV, together with the entities wholly-owned, or
                         controlled by Real Software NV (within the meaning of Article 5 of
                         the Belgian Company Code), as reflected or mentioned under
                         Section 5.2.

Restricted Shares        The Shares issued in accordance with Article 609 of the Belgian
                         Company Code and still subject to the transfer restrictions provided
                         under Article 609 of the Belgian Company Code, as further described
                         in Section 3.3.2.

Securities               The Shares and Warrants.

Sellers                  Any Shareholder or Warrantholder who has validly accepted the
                         Takeover Bid.

Shareholders             Any holder of one or several Shares.

Shares                   Depending on the context, any or all shares representing the share
                         capital of Dolmen with attached thereto coupons nr. 10 and following.

Sofina                   Sofina NV and Rebelco State NV.

Takeover Bid             The present conditional voluntary public takeover offer by Real for the
                         Shares and Warrants, subject to the terms and conditions set forth in
                         this Prospectus, including, where the context so requires, any subse-
                         quent revision, extension, amendment or variation thereof in accor-
                         dance with applicable law, as well as any reopening of the offer.

Takeover Act             The Belgian Takeover Act of April 1, 2007 on public takeover bids
                         (Wet van 1 april 2007 op de openbare overnamebiedingen/Loi du 1er
                         avril 2007 relative aux offres publiques d’acquisition).

Takeover Decree          The Belgian Royal Decree of April 27, 2007 on public takeover bids
                         (Koninklijk Besluit van 27 april 2007 op de openbare overnamebie-
                         dingen/ Arrété royal du 27 avril 2007 relatif aux offres publiques
                         d’acquisition).

Tender                   The valid acceptance of the Takeover Bid and the tender of the
                         Securities by a Seller in accordance with the specifications provided
                         in Section 3.10.

Undertaking              The Undertaking committed by the Reference Shareholders as spec-
                         ified under Section 3.2.1.

Warrantholders           Any holder of one or several Warrants.

Warrants                 The warrants issued by Dolmen and granting the right to subscribe to
                         Shares, as further described in Section 6.5

                                    27
1. General Information and Information Concerning Responsibility for the Prospectus and for Auditing
   the Accounts

1.1   Responsibility for the Content of the Prospectus

Real, represented by its board of directors, assumes responsibility for the content of this Prospectus in accordance
with Article 21 of the Takeover Act, except with regard to the reply memorandum (memorie van antwoord/mémoire
en réponse). The information contained in this Prospectus with regard to the Dolmen Group is collected solely
through publicly available information, information granted by Dolmen and the advice of the board of directors of
Dolmen in accordance with Articles 22 through 30 of the Takeover Act and Article 28 of the Takeover Decree. Real
declares that, having taken all reasonable care to ensure that such is the case and subject to the above, the
information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and contains no
omission likely to affect its import.

This Prospectus is intended to provide information to the holders of Securities of Dolmen in the context of and for
the purpose of evaluating the Takeover Bid, the Offering and the listing of the new Real shares on Euronext
Brussels. It contains selected and summarized information, does not express any commitment or acknowledgement
or waiver and does not create any right expressed or implied towards anyone other than the holders of Securities of
Dolmen. It cannot be used except in connection with the Takeover Bid and the Offering. The content of this
Prospectus is not to be construed as an interpretation of the rights and obligations of Real or Dolmen, of the market
practices or of contracts entered into by these companies.

1.2   Responsibility for the Auditing of the Financial Statements

1.2.1 Real

Deloitte Bedrijfsrevisoren BVo.v.v.e. CVBA, a civil company that has assumed the form of a cooperative company
with limited liability under Belgian law, whose registered office is at Louizalaan 240, 1040 Brussels, represented by
Mr. William Blomme, electing office at Berkenlaan 8b, 1831 Diegem, Belgium, auditor, registered with the register
of external accountants of the Institute of Certified Auditors (Instituut der Bedrijfsrevisoren/Institut des Réviseurs
d’Entreprises) was initially appointed statutory auditor of Real for a period of three years ending after the closing of
the general shareholders’ meeting of 2005, resolving on the accounts for the financial year 2004. At the general
annual shareholders’ meeting of March 29, 2005, Deloitte Bedrijfsrevisoren, represented by Mr. William Blomme,
was reappointed statutory auditor of the company for a period of three years, ending immediately after the closing of
the general shareholders’ meeting resolving on the annual accounts for the financial year starting on January 1,
2007.

The consolidated financial statements of Real as of December 31, 2004, for the financial year then ending were
prepared in accordance with generally accepted accounting principles in Belgium or Belgian GAAP and restated to
IFRS. The consolidated financial statements of Real as of December 31, 2005 and December 31, 2006 for the
financial years then ending have been prepared in accordance with the International Financial Reporting Standards
(IFRS). The respective statutory and consolidated financial statements have been audited by Deloitte Bed-
rijfsrevisoren BV o.v.v.e. CVBA, represented by Mr. William Blomme.

With regard to the statutory annual accounts as well as the consolidated annual accounts for the financial year that
ended on December 31, 2004, the statutory auditor has delivered an unqualified statement, with an explanatory
paragraph relating to the going concern situation of Real as the company had a negative net equity. The statutory
auditor stated that the going concern assumption was only valid to the extent that the shareholders continue to
financially support the company, that the company had access to other financial resources and that the company was
able to assure the success of its future operations.

With regard to the consolidated annual accounts for the financial year that ended on December 31, 2005, the
statutory auditor has delivered a qualified statement with an explanatory paragraph relating to the going concern
situation of Real. Reservation was made in respect of the recognition of a restructuring provision for which the
recognition criteria applicable to restructurings as defined by IAS 37, were not entirely met. Accordingly, the
provisions as of December 31, 2005 had to be reduced by 2,154,000 Euro and the loss for the year then ending had to
be decreased by 2,154,000 Euro.

With regard to the statutory annual accounts for the financial year that ended on March 31, 2005, the statutory
auditor has delivered an unqualified statement, with an explanatory paragraph relating to the going concern
situation of the company given the company’s negative net equity. The statutory auditor stated that the going
concern assumption was only valid to the extent that the shareholders continued to financially support the company,

                                                          28
that the company had access to other financial resources and that the company was able to assure the success of its
future operations.
With regard to the consolidated annual accounts for the financial year that ended on December 31, 2006, the
statutory auditor has delivered a qualified statement. Reservation was made regarding the recognition of a
restructuring provision in respect of which, the recognition criteria applicable to restructurings as defined by
IAS 37 were allegedly, not entirely met, and in consequence whereof the provisions as of December 31, 2006 were
stated to be reduced by 1,672,000 Euro, whereas profit for the financial year ending on December 31, 2006 was to be
decreased by 482,000 Euro.
With regard to the statutory annual accounts for the financial year that ended on December 31, 2006, the statutory
auditor has delivered an unqualified statement.
With regard to the consolidated condensed balance sheet and income statement for the financial year that ended on
December 31, 2007 (as in the press release of February 13, 2008), the statutory auditor has delivered a qualified
statement. Qualification was made regarding a restructuring provisions which was recognized in prior book year for
an amount of 1,672,000 Euro and which was not in accordance with the recognition criteria as defined by IAS 37,
was partly used and for the remaining balance reversed. The statutory auditor concluded that accordingly, the net
profit for the year ending December 31, 2007 was to be decreased by 1,672,000 Euro.
The above-described condensed balance sheet and income statement of Real (as of December 31, 2007 for the year
then ended), as well as the above-mentioned financial statements of Real, are further discussed below under
Section 5.13. The financial statements for the years ending on December 31, 2006, December 31, 2005 and
December 31, 2004 are incorporated by reference in this Prospectus and are available in the form in which they have
been deposited with the Belgian National Bank (free of charge) at www.nbb.be (“Central Balance Sheet Office”)
and www.realsoftwaregroup.com. A full copy of the condensed balance sheet and income statement as per
December 31, 2007, as approved by Real’s board of directors on February 11, 2008 and in the form published by
Real in its press release of February 13, 2008, is attached to this Prospectus as Exhibit 2 (and also available at
www.realsoftwaregroup.com).

1.2.2 Dolmen
At Dolmen’s annual shareholders’ meeting of September 12, 2007, Klynveld Peat Marwick Goerdeler Bed-
rijfsrevisoren CVBA, a civil company that has assumed the form of a cooperative company with limited liability
under Belgian law, whose registered office is at Bourgetlaan 40, 1130 Brussels, represented by Mr. Ludo Ruysen,
auditor registered with the register of external accountants of the Institute of Certified Auditors (Instituut der
Bedrijfsrevisoren/Institut des Réviseurs d’Entreprises), was reappointed as the statutory auditor of Dolmen for a
term of three years until the annual shareholders’ meeting of 2010.
The consolidated financial statements of Dolmen for the financial year ended on March 31, 2005 have been
prepared in accordance with generally accepted accounting principles in Belgium (Belgian GAAP). The respective
statutory and consolidated financial statements have been audited by Klynveld Peat Marwick Goerdeler Bed-
rijfsrevisoren CVBA, represented by Mr. Jo Vanderbruggen and Mr. Ludo Ruysen, who delivered unqualified
opinions.
The consolidated financial statements of Dolmen for the financial year ended on March 31, 2006 have been
prepared in accordance with the International Financial Reporting Standards (IFRS). The respective statutory and
consolidated financial statements have been audited by Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren
CVBA, represented by Mr. Jo Vanderbruggen and Mr. Ludo Ruysen, who delivered unqualified opinions.
The consolidated financial statements of Dolmen for the financial year ended on March 31, 2007 have been
prepared in accordance with the International Financial Reporting Standards (IFRS). The respective statutory and
consolidated financial statements have been audited by Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren
CVBA, represented by Mr. Jo Vanderbruggen and Mr. Ludo Ruysen, who delivered unqualified opinions.
The condensed balance sheet and income statement of Dolmen for the six months ended on September 30, 2007
have been prepared in accordance with the International Financial Reporting Standards (IFRS), but IFRS 34 is not
applied. The consolidated financial statements have been reviewed by Klynveld Peat Marwick Goerdeler Bed-
rijfsrevisoren CVBA, represented by Mr. Ludo Ruysen, who delivered an unqualified opinion.
The above-described financial statements of Dolmen are further summarized below under Section 6.9. The
financial statements for the years ending on March 31, 2007, March 31, 2006 and March 31, 2005 are incorporated
by reference in this Prospectus and are available in the form in which they have been deposited with the Belgian
National Bank (free of charge) at www.nbb.be (“Central Balance Sheet Office”) and www.realsoftwaregroup.com.

                                                        29
An integral copy of the reviewed condensed balance sheet and income statement of Dolmen as per September 30,
2007 for the six months then ending is attached to this Prospectus as Exhibit 3.


1.3   Approval by the Banking, Finance and Insurance Commission

On February 13, 2008, this Prospectus was approved by the Banking, Finance and Insurance Commission (CBFA)
in accordance with Article 19 of the Takeover Act and in application of Article 18 §2 d) of the Belgian Act of
June 16, 2006 concerning the public offering of securities and the admission of securities to trading on a regulated
market (Wet van 16 juni 2006 op de openbare aanbieding van beleggingsinstrumenten en de toelating van
beleggingsinstrumenten tot de verhandeling op een gereglementeerde markt/Loi du 16 juin 2006 relative aux offres
publiques d’instruments de placement et aux admissions d’instruments de placement à la négociation sur des
marchés réglementés). For the avoidance of doubt, this approval does not relate to any Deferred Takeover Bid, for
which Real will at the time of any such Deferred Takeover Bid, provide a separate prospectus, to the extent required
under then applying law.

The CBFA’s approval does not imply any judgment on the merits or the quality of the Takeover Bid, the Offering,
the squeeze-out, the Deferred Takeover Bids, the Offering Shares, Real or Dolmen.

For the purposes of applying the offering and listing exemption provided for in Article 18§1c of the Belgian Act of
June 16, 2006 concerning the public offering of securities and the admission of securities to trading on a regulated
market (Wet van 16 juni 2006 op de openbare aanbieding van beleggingsinstrumenten en de toelating van
beleggingsinstrumenten tot de verhandeling op een gereglementeerde markt/Loi du 16 juin 2006 relative aux offres
publiques d’instruments de placement et aux admissions d’instruments de placement à la négociation sur des
marchés réglementés), the CBFA has considered the information presented in this Prospectus to be equivalent to the
information that must be disclosed in a prospectus regarding public offerings and the listing of the shares issued in
the course of such public offering, as required under the Belgian Act of June 16, 2006 concerning the public offering
of securities and the admission of securities to trading on a regulated market (Wet van 16 juni 2006 op de openbare
aanbieding van beleggingsinstrumenten en de toelating van beleggingsinstrumenten tot de verhandeling op een
gereglementeerde markt/Loi du 16 juin 2006 relative aux offres publiques d’instruments de placement et aux
admissions d’instruments de placement à la négociation sur des marchés réglementés).

This Prospectus is available in Dutch, French and English. The CBFA has approved the English version of the
Prospectus including for the purpose of a simplified squeeze-out as described in Section 3.13. Real has prepared a
translation into Dutch and French. Real is responsible for the accuracy of the translations and only the Dutch and
English versions will be binding.

The Takeover Bid, the Offering and this Prospectus have not been submitted for approval to any supervisory body or
governmental authority outside Belgium.


1.4   Legal Publications

The notice required by Article 5 of the Takeover Decree was published in the Belgian financial press, namely in De
Tijd and L’Écho, on December 21, 2007.

The notice required by Article 11 of the Takeover Act will be published in De Tijd and L’Écho before the
commencement of the Acceptance Period.

All publications with regard to the Takeover Bid and the Offering will be made in the financial press in Belgium.


1.5   Approval by the Board of Directors of Real

On December 19, 2007, Real’s board of directors decided to launch the Takeover Bid, subject to the terms and
conditions specified in this Prospectus and notably, the conditions precedents set forth in Section 3.7.

On December 19, 2007, Real’s board of directors approved the Takeover Bid as follows:

“The Board of Directors resolves to: Approve the tender offer to be made to the [Dolmen] shareholders and
company represented by its board of directors, based on the final Commitment Letter to be submitted to the Board of
Directors of [Dolmen] that is herewith approved and the final Commitment Letter to be submitted to the reference
shareholders of [Dolmen] by the company that is herewith approved (...)”

                                                         30
1.6   Available Information
1.6.1 Prospectus
The Prospectus is available in Dutch, French and English. This Prospectus will be made available at no cost at the
registered office of Real, Prins Boudewijnlaan 26, 2550 Kontich, Belgium or can be requested by phone at the KBC
Telecenter (n°. 03/283 29 70) or CBC Banque (n°. 0800/92 020). Subject to certain conditions, this Prospectus is
also available on the internet on the following websites: www.realsoftwaregroup.com, www.kbcsecurities.be,
www.kbc.be and www.cbc.be.
Posting this Prospectus on the internet does not constitute an offer to sell or a solicitation of an offer to buy any of the
shares to any person in any jurisdiction in which it is unlawful to make such offer or solicitation to such person. The
electronic version may not be copied, made available or printed for distribution. Other information on the website of
Real does not form part of the Prospectus.

1.6.2 Company Documents and Other Information
There are minimum quality standards for the dissemination of regulated information imposed by Belgian Royal
Decree of November 14, 2007 relating to the obligations of issuers of financial instruments admitted to trading on a
regulated market (Koninklijk besluit van 14 november 2007 betreffende de verplichtingen van emittenten van
financiële instrumenten die zijn toegelaten tot de verhandeling op een gereglementeerde markt/Arrêté royal du
14 novembre 2007 relatif aux obligations des émetteurs d’instruments financiers admis à la négociation sur un
marché réglementé) (the “Royal Decree of November 14, 2007”). The regulated information should be dissem-
inated in a way that ensures the widest possible public access, and that is quickly accessible on a non discriminating
base, and reaching the public simultaneously inside and outside Belgium. The regulated information must be
communicated to the media in unedited full text and in a way which makes clear that the information is regulated
information, and identifies clearly the issuer concerned, the subject matter of the regulated information and the time
and date of the communication of the information by the issuer or, if applicable, details of any embargo placed by
the issuer on the regulated information.
Real and Dolmen must file their (restated and amended) articles of association and all other deeds that are to be
published in the annexes to the Belgian Official Gazette with the clerk’s office of the Commercial Court of Antwerp
and, respectively Brussels (Belgium), where they are available to the public. In accordance with the Belgian Royal
Decree of November 14, 2007, a copy of the articles of association is also publicly available on the website of the
companies (www.realsoftwaregroup.com, respectively www.dolmen.be).
In accordance with Belgian law, Real and Dolmen must also prepare annual audited statutory and consolidated
financial statements and semi-annual financial statements. The annual statutory and consolidated financial
statements and the reports of the board of directors and statutory auditor relating thereto are filed with the Belgian
National Bank, where they are available to the public. In accordance with the Royal Decree of November 14, 2007,
the annual audited statutory and consolidated financial statements are also available on the respective websites of
the companies (www.realsoftwaregroup.com, respectively www.dolmen.be). Furthermore, as a listed company,
both companies have to publish summaries of their annual and semi-annual financial statements. These summaries
are generally made publicly available in the financial press in Belgium in the form of a press release. Copies thereof
are also available on the respective websites of the companies (www.realsoftwaregroup.com, respectively
www.dolmen.be).
Real and Dolmen also have to disclose price sensitive information and certain other information to its holders of
securities in accordance with the Royal Decree of November 14, 2007. As said above, such information should be
disseminated in a way that ensures the widest possible public access, and that is quickly accessible on a non
discriminating base, and reaching the public simultaneously inside and outside Belgium. For example through the
Belgian financial press, i.e. De Tijd and L’Écho, the website of the companies or a combination of these media.

2. Objectives and Impact of the Takeover Bid
2.1   Objectives
2.1.1 Introduction
The objective of the Takeover Bid is for Real to acquire all outstanding Shares and Warrants of Dolmen with a view
to subsequently merging Dolmen into Real. The objective of the Takeover Bid, the Offering and the subsequently
intended merger is to combine the technology, services, products, know-how and expertise of Dolmen with the
technology, services, products, know-how and expertise of Real. Real believes that this combination will enable

                                                            31
both groups to better face their competitors in what is known to be a highly competitive market and to take a
proactive part in the industry consolidation. The merger that is envisaged to be proposed to the shareholders of Real
and Dolmen after the closing of the Takeover Bid and the Offering is presently expected to take place within
approximately one year from the closing of the Takeover Bid.
Once the envisaged combination of the businesses of both Real and Dolmen is fully completed, it is presently
intended to rebrand the new business combination with a view to underscoring the uniqueness of the new venture.
Real is an IT solutions provider and services company in the Benelux and France. The Real Group is currently
employing approximately 860 professionals, and realized in the financial year ended on December 31, 2006 a
consolidated turnover of approximately 90 million Euro (IFRS). The activities of the Real Group are mainly
focused on the automation and optimization of business processes at both the application and infrastructure level.
For more information regarding the business of the Real Group, reference is made to Section 5.3.
Dolmen is an ICT service provider in Belgium. The Dolmen Group employed over 992 employees, and realized
(in the financial year ended on March 31, 2007) a turnover of approximately 145 million Euro (IFRS). The activities
of the Dolmen Group are mainly focused on the automation and optimization of business processes at both the
application and infrastructure level. For more information regarding the business of the Dolmen Group, reference is
made to Section 6.3.

2.1.2 Objectives and Synergies
The Belgium market for IT solutions and services, i.e. the market in which both the Dolmen Group and the Real
Group are currently active, is fragmented: over 37.8% of the market is divided amongst a number of small ICT
solutions and services players (Belgian Vendor IT Market Share Gartner, August 2007).
In addition, consolidation of the ICT solutions market is expected to continue in Western Europe as well as in
specific countries, such as Belgium. Recent merger and acquisitions transactions, such as the Fujitsu/Mandator, the
Steria/Xansa, the KPN/Gentronics, the TSystems/Gedas, the Belgacom/Telindus, the LogicaCMG/Unilog, the
Centric/Orqua and the Cegeka/Ardatis deals highlight this trend.
As indicated above, Real’s objective is to acquire all outstanding Shares and Warrants of Dolmen with a view to
combining — through a subsequent formal merger of Dolmen into Real — the technology, services, products,
knowledge and experience of Dolmen with the technology, services, products knowledge and experience of Real.
     1. Synergistic gains
Real considers that a combination of both groups is possible and potentially holds future prospects.
These potential future prospects would inter alia arise from the complementary nature of the businesses and
business models of both groups.
Both Dolmen and Real are IT providers delivering a complete portfolio of skills and solutions (in the domains of
Business Solutions, Enterprise Solutions and Professional Services). Dolmen and Real have the same target clients,
i.e. mid-market players and local champions with local decision centers, as opposed to large multinationals with
remote decision centers that typically require multinational IT providers. Dolmen and Real therefore appear to have
a fairly similar activity with a similar target base of clients and customers, with interesting technical, geographical
and industry complementarities.
Characteristically, at present, there is only limited customer and market overlap between the two companies.
The table below gives an overview of the top customers of each company, and the sector in which these top
customers operate.




                                                          32
                                                                                                                        Real (1)   Dolmen (1)
Customer                                                                                       Total       Sector       (Euro)      (Euro)
thousand Euro
Belgacom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       6,792        Telecom         s       6,800
Orange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6,205        Telecom     6,200          —
SMALS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       6,907          Public        s       6,000
APHP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5,758      Healthcare    5,800          —
Johnson & Johnson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            5,489   Life Sciences    3,500       1,900
Infoco nv . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3,927        Services       —        3,900
Electrabel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,400        Utilities   1,800       1,600
Digipolis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3,276          Public        s       3,300
UCB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3,228        Industry       —        3,200
Dupont . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,815        Industry    2,800          —
Picanol Groep . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        2,404        Industry       —        2,400
Euro Pool . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2,282        Services       —        2,300
Dexia Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2,190        Services        s       2,200
NMBS Holding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,124          Public        s       2,100
Deceuninck . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2,054        Industry        s       2,100
Belgian Post Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,090          Public      900       1,200
FOD ECON KMO
MIDDENSTAND ENERGIE . . . . . . . . . . . . . . . . . . . . . . . . . .                        1,780          Public        —       1,700
FOD Justitie . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,377          Public        —       1,400
Agfa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1,293        Industry        s       1,300
Almanij . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,264        Services        s       1,300
s Indicates a non-top 10 customer

(1)    Real 2007 data; Dolmen, 2006 data for Benelux-France: rounded figures.

The combined customers top 20 of the Real Group and the Dolmen Group reveals only three common customers,
whereas the customers top 20 of the Real Group on the one hand, together with the customers top 20 of the Dolmen
Group on the other hand, shows 10 total common customers.
As appears from the above table, at present, the market overlap between Real and Dolmen is rather limited
(disregarding Real’s international operations, as Dolmen operates solely within Belgium). For instance, Dolmen is
the only one to be currently active on the telecommunications market.
Based on the above data, it is presumed that upon completion of the Takeover Bid (and, if any, the merger) the
overall market concentration of the combined entity would presumably be as follows; Government/Healthcare/
Education 30%, Industry 29%, Services 21%, Distribution/Logistics/Energy 11%, Life Science 5%, and Telecom
4%.
       2. Overview of objectives and synergies
Dolmen and Real furthermore appear to be built around the same business model, based on the following principles:
       1.     be a One-Stop-Shopping IT provider; provide coverage for the total needs of the client, whereby
               a.      the full lifecycle is supported (plan, build & run); and
               b.     both applications and infrastructure are addressed;
       2.     increase and develop the internal knowledge and experience (billable headcount);
       3.     optimize supporting processes over a larger scale and volume;
       4.     optimize efficiency, quality and solution lead-time-to-market through a methodology and process
              approach and emphasis on code reusability; and
       5.     leverage the skills & solutions portfolio and the customer portfolio to enable cross-selling.
For more information with regard to the respective current business lines of both the Real Group and the Dolmen
Group, reference is made to Section 5.3, respectively Section 6.3.
In view of the apparently complementary nature of both groups and taking into account the current market situation,
Real is of the opinion that a successful Takeover Bid followed by a merger, and as such, the possibility to combine
Dolmen and Real, will enable both Dolmen and Real to, as a combined group, realize the following objectives.

                                                                              33
1. The creation of an end-to-end, “single source” ICT service provider which is a reference
within the entire ICT sector, both towards customers, partners, personnel as well as towards
the labor market:

The current professional IT services market — Market synergies

The combination of Dolmen and Real might enable Dolmen and Real, as a combined group, to
become one of the largest providers of future oriented technologies, such as Microsoft .NET and Java
based developments. In this respect, the combined entity may become a reference, technology
independent supplier for IT projects in Belgium.

The combination of the complementary vertical expertise of Real (specifically with regard to
financial services, manufacturing, logistics and life sciences) with the existing expertise of Dolmen
(specifically in the governmental (public), telecom and services sector) may open up an important
market.

The combination of the Dolmen Group and the Real Group could offer both groups the opportunity
to benefit from a combined customer portfolio through cross selling opportunities.

A combination of the Real Group with the Dolmen Group could also benefit from a combined
technology know-how and experience across a wide range of leading third party technologies such
as iSeries, Java, Microsoft, Oracle, Progress and Legacy.

The complementary geographical presence could benefit to both employees and customers through
better customer proximity and improved working conditions.

Synergies in the business solutions market

The combination of Real’s business solution’s portfolio with Dolmen’s existing expertise in new
technology and in standard application platforms of major suppliers such as, for instance, IBM,
Microsoft, Oracle and SAP, may enhance the combined entity’s position, following a successful
Takeover Bid and merger, as supplier of vertical applications on state-of-the-art technology.
Dolmen’s existing infrastructure products and services experience combined with Real’s existing
solutions customer base may (i) open up a large new market opportunity where customers could
benefit from a complete offering also including direct access to the required infrastructure solutions,
and (ii) provide a response to the ongoing outsourcing trend in the mid-market.

The scaling of the expertise and support infrastructure that could potentially result from the
combination of the Real Group and the Dolmen Group (servicing in the aggregate over approx-
imately 2,300 customers) may enable the combined entity to further enhance the quality of a
combined support offering that is provided to the customers base.

Synergies in the infrastructure services and related hardware products market

Through the leveraging of Real’s customer base with the infrastructure of Dolmen and vice versa, a
substantial cross selling opportunity may be generated by providing Dolmen’s infrastructure
products and services to Real customers or by providing Real solutions and expertise to Dolmen’s
infrastructure customers.

Towards technology partners and suppliers

The combination of the Dolmen Group and Real Group can ensure that the entity becomes a top
provider for leading technology and solutions providers such as IBM, Microsoft, Oracle and SAP.

The combination of the Dolmen Group and the Real Group can become a top 3 provider in each of its
defined solution domains.

2. The creation of an IT reference employer

The combination of the internal education and training programs of both the Dolmen Group and the
Real Group will moreover attract young IT professionals and increase their skills.

The creation of a local IT champion can lead to a rejuvenation of the appeal of the IT sector as a
whole, and as a consequence give rise to an influx of potential candidates and students.

                                          34
3. The creation of a platform for future growth
The combination of both the Dolmen Group and the Real Group could further enable to create a
combined brand which might serve as a platform for consolidation and future growth. Specifically,
from a geographical point of view, Dolmen might have easier access to markets in the Netherlands,
Luxemburg and France. Furthermore, in view of the consolidation trend in the market, the
combination of both players in one group might enable both groups to increase as a whole and,
as a minimum, to consolidate their current market position, to reduce and better control costs and to
have a platform ready for further synergies and expansion. It is contemplated that the companies will
opt for a joint rebranding of the combined entity at or about the time of the envisaged merger.

4. Synergies relating to the economies of scale — cost synergies
A combination of both groups could potentially allow both to increase the utilization of their
respective realigned personnel and assets base and to acquire a greater ability to leverage their
respective R&D, sales and overhead expenditure across a larger revenue base.
It is expected that in any event, the full impact of the synergies will not be perceivable prior to fully
merging the currently existing two entities into one legal entity. At present, the parties envisage to
implement the merger (if any) within a term of 12 months upon completion of the Takeover Bid.

Accordingly, the full impact of the planned efficiency improvements should in any case only be
perceivable as of 2009.
The planned efficiency improvements are expected to come from the following areas:
     •   Elimination of the double CEO role and all costs associated with two listed companies;
     •   Reduction in cost by combining purchase volumes (estimated purchase volume of the
         prospective combined entity, 45 million Euro);
     •   Improvement in billability through better deployment billable resources;
     •   Planned completion of ongoing important infrastructure investments in 2008 which should
         allow a redeployment of billable resources to business;
     •   Migration to common IT platform, systems and processes will allow further optimization of
         the support functions.
There is no restructuring planned following the merger in view of the ability to re-deploy non billable
personnel to billable functions.
Real has a stated growth strategy built upon both organic and inorganic (acquisitive) means. While
today, Real’s focus is on completing the merger of Real and Dolmen, future acquisitions cannot be
ruled out. As previously stated, the inorganic growth strategy is built upon two objectives; one,
achieving scale, and the other, improving or expanding core competences.
Scale acquisitions will come in two forms — those adding depth to existing geographies and the
other from adding geographic coverage. The combination of Real and Dolmen provide the combined
entity, RealDolmen, with additional scale and market segment coverage within existing geographies.
Furthermore, the combined entity could be looking for additional geographic coverage in its
immediate vicinity. For example, neither Real nor Dolmen has a meaningful presence in the Walloon
region of Belgium. As such, RealDolmen, would consider additional expansion into this region in
the future to gain geographic scale. The same can be said for certain regions of France and The
Netherlands. At present both companies cover the Walloon region via direct sales out of both
Belgium and Luxembourg. However, for any meaningful penetration, RealDolmen, believes an
acquisition would make sense.
Acquisitions focused on adding or strengthening core competences are generally smaller than an
acquisition focused on achieving scale. This is borne out historically by the recent competence
acquisitions of Real and Dolmen. Real acquired Axias in July 2007 and Dolmen acquired the
Belgium division of NEC/Philips unified communications business with approximate annual
turnover of 5 million Euro and 12 million Euro, respectively. Both acquisitions were focused on
strengthening core competences of the respective company.

                                           35
               It should be clearly noted, that any additional acquisitions, whether to add scale or competence,
               would be timed such that no disruption to the merger of Real and Dolmen occurs.

2.2 Impact of the Takeover Bid on Dolmen
Real believes that the Takeover Bid may be beneficial to Dolmen as a company, to its management and employees
and to Dolmen’s customers and partners.

2.2.1 The Takeover Bid can be Beneficial for Dolmen as a Company
Real plans to in the event of a successful Takeover Bid (i.e., subject to the satisfaction or waiver of the conditions
precedent set forth under Section 3.7.), followed if possible, by a squeeze-out, to merge Dolmen into Real in
accordance with the specific proceedings provided in the Belgian Company Code. Upon completion of the merger,
the business operations of both companies will be performed through one unique entity.
The legal merger of Dolmen into Real is presently expected to be implemented within approximately one year from
closing of the Takeover Bid, but may be subject to certain regulatory, operational or other constraints.
The combination of Real’s and Dolmen’s know-how, broad customer bases and offerings, might result in the
creation of one strong Belgian ICT solutions and service provider, which could benefit from a number of synergies
and cross selling opportunities. The combination of the Real Group and the Dolmen Group is expected to create net
positive commercial synergies. The combination can also reasonably be expected to realize cost savings and
efficiencies. Consequently, Dolmen, as part of a larger group, can be better protected and placed to face the highly
competitive ICT solutions market, whilst benefiting from reduced costs and being able to use a combined platform
for further synergies and growth.
Depending on the timing and the structure of the presently envisaged merger of the operations of Dolmen and Real,
the tax losses carried forward of Real are likely to be reduced and the balance of such tax losses may offset future
profits of the combined entity (including, ideally the profits of the Dolmen operations). For a numeric example,
reference is made to Section 2.4.

2.2.2 The Takeover Bid can be Beneficial for Dolmen’s Management
The Takeover Bid is supported by the current management teams of Real and Dolmen. It is the intention of Real to
have Dolmen’s management team to continue to play an important role following the closing of the Takeover Bid.
Real has decided not to alter the composition of the Management Team as set forth hereunder during a period ending
at the first anniversary of the closing of the Takeover Bid, except with the unanimous consent of the board of
directors of Real.
It is presently contemplated that, following the closing of the Takeover Bid, the key management positions will be
                                                        ¨
filled in as follows. Gores Technology Ltd, London, Kusnacht branch, represented by Mr. Ashley W. Abdo (Real),
would become the chairman of the board and All Together BVBA represented by Mr. Bruno Segers (Real), would
become the sole Managing Director-CEO. The following functions would report directly to the CEO: (COO)
Mr. Marc De Keersmaecker (Dolmen), (VP Marketing & sales) Mr. Dirk Debraekeleer (Dolmen), (CFO) Mr. Jos
Nijns(Real), (VP Human Resources) Mr. Jan Bogaert (Dolmen), (legal counsel and secretary to the board) Thierry
de Vries (Real), (CTO) Mr. Werner Pruehs (Real) and (VP International and Corporate Development) Paul De
Schrijver (Real).
In a first transitional phase, it is envisaged that the various members of the key management team will physically
remain located where they are located today, it being understood, of course, that regular joint meetings will take
place, either in Huizingen or in Kontich. In the framework of the presently envisaged merger, Real considers to upon
successful closing of the Takeover Bid (and in the event of a successful merger) move its registered office to
Huizingen. While the final decision will depend on a number of factors that are still being reviewed, Huizingen is
today a likely alternative to replace Kontich as the new entity’s registered office.
Today, in practice, the appointment of key-managers within Real is confirmed by the board, upon recommendation
of the Appointment and Remuneration Committee. It is the intention of Real to following the envisaged merger
install a formal executive committee (directiecomité/comité de direction) in accordance with Article 524bis of the
Belgian Company Code. The members of that executive committee would be appointed and supervised by the board
of directors of Real upon recommendation of the chairman.
Together with the Real Group, and the Dolmen employees, the Dolmen managers might be able to further foster and
encourage the growth of Dolmen within a larger, international framework.

                                                         36
Real has the intention to approve a new warrant plan upon the successful completion of the Takeover Bid (called
“Warrants 2008”) in order to grant them to certain key-employees of Dolmen ( see Section 5.5.6).


2.2.3 The Takeover Bid can be Beneficial for Dolmen’s Employees

Real intends to generally maintain the human resource policies which it understands to form the cornerstone for
Dolmen’s employee satisfaction and retention but simultaneously acknowledges that reallocation of certain teams
of employees and amendments to the policies may be required or recommended in the framework of the integration
of the combined groups. In this respect, Real believes that the commercial synergies that might be created as a result
of the successful closing of the Takeover Bid will, all in all, induce a net increase of the business activity of Dolmen,
which should be beneficial to the employees of Dolmen. It is the intention of Real to, over time, gradually bring the
human resources cultures of the two groups together, thereby maintaining the best practices of the two companies.

The growth and development which might be generated following a successful Takeover Bid and subsequent
merger might also provide new career opportunities for the existing personnel of Dolmen and Real both in scope of
their current position as in promotion opportunities. Such growth potentially might also lead to a further increase of
the workforce through the hiring of additional employees. Real believes that a further profiling following a
successful Takeover Bid and subsequent merger ideally as one of the Belgian market leaders in new technology
services will facilitate the hiring of new personnel members in the highly competitive ICT market. It is the intention
of the combined group to work out, over time, a new competitive incentive package for all employees that will
respect the legally acquired rights of the employees of the two groups. During the transition period, the existing
incentive packages are expected, to the extent legally feasible, to remain in place (or to be replaced by equivalent
systems), until a new joint incentive program has been worked out.

As indicated here-above, together with the Real Group and the Dolmen managers, the personnel of Dolmen might
be able to further foster and encourage the growth of Dolmen within a larger, international framework.

In addition, Real has the intention to approve a new warrant plan upon the successful completion of the Takeover
Bid (called “Warrants 2008”) in order to grant them to certain key-employees of Dolmen (see Section 5.5.6)

In accordance with the deed of accession (toetredingsakte/acte d’adhésion) prepared pursuant to the Belgian Act of
May 22, 2001 relating to participation of employees in the share capital and profits of companies (Wet van 22 mei
2001 betreffende de werknemersparticipatie in het kapitaal en in de winst van de vennootschappen/Loi du 22 mai
2001 relative aux régimes de participation des travailleurs au capital et aux bénéfices des sociétés), Dolmen has
agreed to allow the employees to participate in the profits in the accounting year 2007/2008 for 5% of the operating
profits, i.e. the maximum amount provided for in the deed of accession (toetredingsakte/acte d’adhésion). Based on
this assumption that the total amount of the profit participation will be in line with the profit participation of the
prior year, Real has the intention to vote in its capacity as new shareholders of Dolmen, in the event of a successful
Takeover Bid, in favor of said profit participation (payable in cash or in shares, at the option of the employees of
Dolmen).


2.2.4 The Takeover Bid can be Beneficial for Dolmen’s Customers and Partners

Customers generally are looking for integrated end-to-end solutions delivered with guaranteed service levels from a
partner that delivers innovation, quality and service. Together with Real, Dolmen might be able to capitalize on this
market trend and to offer customers a full range of perfectly integrated single-sourced solutions with end-to-end
service level agreements. Real believes that the combination of both groups is likely to provide for potential not only
for the entities involved but also for their customers. Real and Dolmen are committed not only to maintain but also
to continuously improve Dolmen’s current customer satisfaction rating and to leverage best practice customer
satisfaction processes across the entire customer base.

Furthermore, Real and Dolmen envisage to monitor, together with the management of Dolmen, that the customers,
suppliers and other partners will be informed on a regular basis with regard to the further development regarding the
combination of the Real and Dolmen Group following a successful Takeover Bid whereby continuity, profitability
and growth are key.

For pro forma balance sheet and income statement of the joint entity including its equity position, its combined
turnover, its operating results and the profit and losses, reference is made to the pro forma financial statements
presented in Section 5.13.7.

                                                           37
2.2.5 The Takeover Bid can be Beneficial for Dolmen’s Shareholders
The Shareholders shall be able to transfer their Shares to Real against a consideration consisting of 5.69 Euro and 32
Offering Shares per Share, representing a total consideration value of 18.49 Euro per Share and a premium of
38.9%, taking into account the closing price of the Real share (0.40 Euro) and of the Dolmen share (13.31 Euro) on
December 19, 2007, or a premium of 41.3%, based on the 30-day trailing average closing prices of Real and Dolmen
to December 19, 2007.
For the Shareholders of Dolmen, the Takeover Bid provides for an at least partial immediate (cash) liquidity
opportunity. Through the acceptance of the Takeover Bid, the Shareholders enable the combined group to integrate
their businesses and further. Furthermore, since part of the consideration for the Shares (as further set forth below in
Section 3.6) consists of Offering Shares, the Takeover Bid further provides the Shareholders of Dolmen the
opportunity to benefit from a potential increase in value following from the combination of the Dolmen and Real
Group. None of the Offering Shares issued to the Sellers will be subject to any lock-up.
Upon completion of the Takeover Bid, any dividends paid out under the Dolmen Shares will be paid to the
respective holders of these Dolmen Shares at that time, i.e. with respect to the Shares tendered to and accepted by
Real, the dividends will be paid to Real. As indicated, Real does not have the intention to declare dividends at a Real
or at a Dolmen level after a successful closing of the Takeover Bid.
Real has never distributed dividends in the recent past and does not foresee distributing dividends in the short to
medium term. Notwithstanding the latter, upon completion of this Offering, the board of directors of Real may from
time to time decide to change its dividend policy. If so, a declaration of dividends will be based upon Real’s earnings,
financial condition, capital requirements and other factors considered important by Real’s board of directors.

2.2.6 Intentions Relating to the Listing of the Dolmen Shares on Euronext Brussels
As indicated here-above, it is intended to, following a successfully completed Takeover Bid, proceed with a merger
of Dolmen into Real (possibly preceded by a squeeze-out if the conditions to do so are met). This merger (or the
squeeze-out, if possible) would involve the de-listing of the Dolmen Shares on Euronext Brussels following the
closing of the Takeover Bid.

2.2.7 VVPR strips
The Takeover Bid does not relate to any outstanding VVPR strips issued by Dolmen. No fiscal right will arise from
these VVPR strips, save to the extent that at a time of a dividend payment by Dolmen they would be presented
simultaneously with Dolmen Shares.
As explained here above, Real does not intend to vote in favor of a dividend declaration by Dolmen for the year
2007-2008 in the event of a successful Takeover Bid and presently intends to merge Dolmen into Real within twelve
months after the closing of the Takeover Bid. Real declines any responsibility with regard to a (part or total)
decrease in the value of these VVPR strips, irrespective of the reason of such decrease.

2.2.8 Intentions Relating to the Board of Directors of Dolmen
Upon successful completion of the Takeover Bid (and upon completion of the merger, if any), depending on the
outcome of the results of the Takeover Bid Real may consider to already appoint a number of Real representatives to
the board of directors of Dolmen prior to the merger, reflecting the new shareholdership of the company at that time.
At the level of Real, Real envisages to propose to the shareholders, following the contemplated merger, to make
certain adjustments to the current composition of its board of directors as further described hereunder.
Upon successful completion of the Takeover Bid (and, if any, the merger), Real (in its redesigned structure) has the
intention to modify the composition of its board of directors to better reflect the (prospective) shareholders’
structure and maintain the presence of three independent directors. Viscount Etienne Davignon has resigned as
director and was replaced by Bruno Segers. William Patton Jr will resign as a director and president of the board of
directors. At the following general shareholders’ meeting, on March 25, 2008, it will be proposed to appoint Jef
Colruyt and Thierry Janssen, permanent representative of Temad BVBA, as new directors. BVBA Temad will
guarantee the continuity of the Dolmen expertise within the combined entity, as well as the expansion opportunities
in the Walloon Region and the experience in the field of business integration. Furthermore, Gores Technology Ltd.,
  ¨
Kusnacht Branch, represented by Ashley W. Abdo will resign as Managing Director and BVBA All Together,
                                                                                                   ¨
represented by Bruno Segers would become the sole Managing Director. Gores Technology Ltd., Kusnacht Branch,
represented by Ashley W. Abdo will be candidate for election as chairman of the board of directors in its new
composition.

                                                          38
Real will propose to its shareholders and board of directors to appoint, within one year after the closing of the
Takeover Bid, a chairman of the board of directors of Real who will be an independent director as defined in
Article 2.3 of the Code Lippens.

2.2.9 Amendment of the Articles of Association of Dolmen
Real reserves the right to propose amendments in relation to the articles of association of Dolmen and / or its
subsidiaries. Real envisages to de-list and merge Dolmen and implement the appropriate amendments and/or
dissolve Dolmen.

2.3   Impact of the Takeover Bid on Real
2.3.1 The Takeover Bid can be Beneficial for Real as a company
The Takeover Bid and the envisaged merger will have a double positive impact. The synergistic gains (see Section
2.1.2) expected to arise from the merger will create inherent enterprise value. In addition, the increased market
capitalization is likely to attract better and more important investments, which will add additional fuel for the
growth of Real within the combined enterprise.

2.3.2 The Takeover Bid can be Beneficial for Real’s Management
The management of Real will be operating in a larger-scale structure and an enhanced enterprise, with an increased
customer base, thus creating new challenges for Real’s current managers. Hence, Real’s managers will be able to
evolve in a still more competitive, more stimulating atmosphere, within a more global environment, thus benefiting
from a superior work experience.

2.3.3 The Takeover Bid can be Beneficial for Real’s Employees
The employees will benefit from a larger-scale structure and an increased customer -base without, in principle, any
diminution of their acquired rights.
Real believes that the commercial synergies that might be created as a result of the successful closing of the
Takeover Bid will, all in all, induce a net increase of the business activity of the company, which should be
beneficial to the employees. It is the intention of Real to, over time, gradually bring the human resources cultures of
the two groups together, thereby maintaining the best practices of the two companies. Specifically, the Real
employees will benefit from the best features of Dolmen’s experience in human resources.
The growth and development which might be generated following a successful Takeover Bid and subsequent
merger might also provide new career opportunities for the existing personnel of Dolmen and Real both in scope of
their current position as in promotion opportunities. Such growth potentially might also lead to a further increase of
the workforce through the hiring of additional employees. Real believes that a further profiling following a
successful Takeover Bid and subsequent merger ideally as one of the Belgian market leaders in new technology
services will facilitate the hiring of new personnel members in the highly competitive ICT market.

2.3.4 The Takeover Bid can be Beneficial for Real’s Customers and Partners
The creation of a large-scale enterprise with an enhanced products and services offering will serve the customers
interests. By becoming part of such enhanced and increase business venture, Real will be able to offer to its current
customers more qualitative and better fitted services and solutions, and also target new markets.
Customers are generally looking for integrated end-to-end solutions delivered with guaranteed service levels from a
partner that delivers innovation, quality and service. The combination of Real with Dolmen might be able to
capitalize on this market trend and to also offer Real’s customers a full range of perfectly integrated single-sourced
solutions with end-to-end service level agreements. Real believes that the combination of both groups is likely to
provide for potential not only for the entities involved but also for their customers. Real and Dolmen are committed
not only to maintain but also to continuously improve Real’s current customer satisfaction rating and to leverage
best practice customer satisfaction processes across the entire customer base.

2.3.5 The Takeover Bid can be Beneficial for Real’s Shareholders
Real’s shareholders will first benefit from the intrinsic enterprise value that will be generated as a result of the
combination of Real’s and Dolmen’s business operations.

                                                          39
A larger operational platform might attract more important investments and thus, touch a larger pool of investors
with expanded investment potential.
Such additional funding in the combined entity will in return give rise to additional shareholders’ value.

2.4       Prospective Economic result
The benefits referenced above, all of which are difficult to quantify and most of which will depend on the
implementation of the subsequent merger, are expected to materialize within six to twelve months following the
date of the merger.
For a more quantifiable potential consequence of the transactions, reference can be made to the fact that part of the
tax losses carried forward of Real should (assuming the currently envisaged merger is tax neutral for Belgian
corporate income tax purposes) survive such merger, as a consequence of which future profits of the merged entity
could be offset by such tax losses carried forward resulting in the merged entity not being in an effective tax paying
position for a certain time. A calculation of the tax losses carried forward of Real that would survive such merger
and the time upon which such losses would affect future profits can currently only be assessed under a number of
assumptions and remains in any event only an estimation. The following example could (however for illustrative
purposes only) be given.
If Real would acquire 75% of the Dolmen Shares, and assuming (i) that Real and Dolmen would merge in the fiscal
year following the issuance of the Offering Shares, (ii) that such merger would be tax neutral for corporate income
tax purposes and (iii) that the capital increase of Real is accounted for at a value between 0.3 Euro and 0.4 Euro, the
tax losses carried forward by Real that would survive the merger would range from (approximately) 166,426,000
Euro up to 182,400,000 Euro.
If Real would acquire 90% of the Dolmen Shares, and assuming (i) that Real and Dolmen would merge in the fiscal
year following the issuance of the Offering Shares, (iii) that such merger would be tax neutral for corporate income
tax purposes and (iv) that the capital increase of Real is accounted for at a value between 0.3 Euro and 0.4 Euro, the
tax losses carried forward by Real that would survive the merger would range from (approximately) 176,618,000
Euro up to 192,113,000 Euro.
Real and Dolmen currently intend to submit a formal ruling request with the Belgian Ruling Commission in order to
obtain the confirmation that the envisaged merger will be tax neutral for corporate income tax purposes.

2.5       Funding
The cash portion of the consideration for the Shares and the Warrants will be entirely funded from existing resources
within Real (see further in Section 3.9.1 below).
On October 2, 2007, the extraordinary shareholders’ meeting of Real authorized the board of directors to issues as
many shares as were then outstanding. The board of directors will use this authorization to issue the share portion of
the consideration for the Shares and the Warrants (see further in Section 3.9.2 below).

3. Terms and Conditions of the Takeover Bid
3.1       Object of the Takeover Bid
On the date of this Prospectus, none of the Shares and none of the Warrants are in the possession of Real.
The Takeover Bid relates to all Shares and Warrants of Dolmen, excluding the VVPR strips, which are outstanding
on the date of this Prospectus and which are not yet in the possession of Real. The Takeover Bid takes place in
accordance with the Takeover Decree. The Takeover Bid is subject to certain conditions precedent as set forth in
Section 3.7 below.

3.2       Support of the Target
3.2.1 Support by the Reference Shareholders and other shareholders of Dolmen
On December 19, 2007, Colruyt and Sofina irrevocably undertook to tender their Shares in the framework of the
Takeover Bid and granted Real a call-option (the “Undertaking”) on their Shares, worded as follows.
‘‘[...]

                                                          40
      2.     Irrevocable undertaking/Call Option
      2.1.    Irrevocable commitments
2.1.1. The [Reference Shareholders] hereby irrevocably commits (the “Commitment”) to tender the Securities to
[Real] within the framework of the Transaction, which may take the form of a voluntary or, at the option of [Real], a
mandatory takeover bid in accordance with the Royal Decree and which includes for the avoidance of doubt a
higher bid by [Real] (such Transaction referred to as the “Takeover Bid”) and commits not to exercise the right to
withdraw such tender, which will be included in the terms of the Takeover Bid pursuant to Article 25, 1™ of the Royal
Decree, provided that (i) the price per [Dolmen] share offered to the [Dolmen] shareholders by [Real] shall consist
of a cash component of at least B 5.69, and a share component of at least 32 new [Real] shares (the “Purchase
Price”), (ii) that the volume weighed average price of the [Real] shares on Euronext during the eight (8) business
days period prior to the last day of the Acceptance Period of the Takeover Bid is at least B0.25, and (iii) the terms
and conditions of the Takeover Bid are in accordance with those set out in Annex A(6).
For the avoidance of doubt, [Real] confirms and undertakes that the [Reference Shareholders] shall be entitled to
the highest price payable at any time by [Real] to the public [Dolmen] shareholders, who tendered their [Dolmen]
shares in the Takeover Bid, in accordance with the Royal Decree.
2.1.2. The Commitment is subject to the conditions precedent that [Real] notifies the Belgian Banking, Finance
and Insurance Commission (the “CBFA”) of a Takeover Bid in accordance with Article 5 of the Royal Decree on or
before 11.59 pm CET on December 20, 2007 (the “First Expiry Date”);
2.1.3. The right of [Real] and the obligation of the [Reference Shareholders] referred to in article 2.1.1. above
shall expire:
              (i)     in the event where [Real] has not notified the CBFA of a Takeover Bid on or before 11.59 pm CET
                      on the First Expiry Date, on the First Expiry Date; and
              (ii)    in the event where [Real] has notified the CBFA of a Takeover Bid at the latest at 11.59 pm CET on
                      the First Expiry Date, on the earlier date (the “Second Expiry Date”) of:
                      a.     the seventh (7th) business day following the definitive closing of such Takeover Bid (taking
                             into account a possible reopening of the Takeover Bid in accordance with the Royal Decree
                             as the case may be) with confirmation by [Real] that it accepts the shares tendered by the
                             public [Dolmen] shareholders (including the [Reference Shareholders]) in the Takeover
                             Bid; or
                      b.     11.59 pm CET on the date where [Real] definitively and explicitly withdraws the Takeover
                             Bid.
The Takeover Bid by [Real] will only be deemed closed for the purpose hereof at the time of publication of the final
results of the Takeover Bid in accordance with the Royal Decree.
2.1.4. Until the right of [Real] and the obligation of the [Reference Shareholders] referred to in article 2.1.1. have
expired in accordance with article 2.1.3 above, the [Reference Shareholders] further irrevocably agrees not to
transfer its Securities (including any of the Securities that it would acquire, as the case may be, after the date of this
Undertaking through, for instance, a purchase of additional shares of [Dolmen] or a distribution on or stock split of
the Securities that the [Reference Shareholders] holds at the date of this Undertaking) to any third party, including a
third party which carries out or envisages to carry out a counter-bid to the Takeover Bid, it being understood that for
the purposes of this article 2 “transfer” means, when used with respect to the Securities and unless as provided
otherwise in this Undertaking, to carry out any type of dealing in such Securities, whether any such transaction is
carried out on or off a regulated market or stock exchange, or is to be settled by delivery of shares or other
securities, in cash or otherwise or for no consideration, including but not limited to the following:
              (i)     to sell, tender or contract to sell or to tender;
              (ii)    to grant any option to any third party with regard to the Securities (whether a call, put or both, and
                      whether by way of warrant, contractual option or convertible or exchangeable security or
                      otherwise);
              (iii)   to enter into any swap or any other transaction, of any kind whatsoever, which directly or
                      indirectly leads to a total or partial transfer to one or more third party of any right and / or interest
                      in such Security, legal or economic;

(6) Essentially the conditions of the Takeover Bid as set forth in Section 3.7.

                                                                    41
             (iv)    to encumber its Securities in any way, it being understood that for the purpose of this clause 2.1
                     “encumbrance” means a mortgage, charge, pledge, lien or other security interest securing an
                     obligation of a person or any other agreement or arrangement having a similar effect; and
             (v)     to agree to do or announce any of the aforementioned transactions.
2.2.     Call option
2.2.1 Notwithstanding and in addition to the undertakings provided in article 2.1. above, the [Reference
Shareholders] hereby irrevocably grants the right, but not the obligation, to [Real] to acquire (at [Real]’s option)
all of the Securities (including any other financial instrument that the [Reference Shareholders] may have acquired
after the date of this Undertaking, as the case may be, through, for instance, a purchase of additional shares of
[Dolmen] or a distribution on or stock split of the Securities that the [Reference Shareholders] holds at the date of
this Undertaking), and the [Reference Shareholders] hereby irrevocably agrees to transfer such Securities to
[Real], in the event where [Real] opts to exercise the aforesaid right, at the terms and conditions as set forth herein
(the “Option”).
2.2.2 The Option is granted to [Real] subject to the following conditions precedent, each of which can be waived
at any time by the [Reference Shareholders]:
             (i)     [Real] notifies the Belgian Banking, Finance and Insurance Commission (the “CBFA”) of a
                     Takeover Bid in accordance with Article 5 of the Royal Decree on or before 11.59 pm CET on the
                     First Expiry Date; and
             (ii)    the Takeover Bid is only subject to the conditions precedent set out in Annex A(7).
2.2.3 The Option shall expire at the later date of:
             (i)     in the event where [Real] has not notified the CBFA of a Takeover Bid in accordance with Article 5
                     of the Royal Decree at 11.59 pm CET on the First Expiry Date, on the First Expiry Date; or,
             (ii)    in the event where [Real] has notified the CBFA of a Takeover Bid in accordance with Article 5 of
                     the Royal Decree at 11.59 pm CET on the First Expiry Date, on the Second Expiry Date,
The Takeover Bid by [Real] will only be deemed closed for the purpose hereof at the time of publication of the results
of the Takeover Bid in accordance with the Royal Decree.
Should the Option be exercised before the acquisition by [Real] of the Securities has been approved by the
competent competition authorities, then [Real] shall have the right, at its discretion, to acquire the Securities
subject to the condition precedent that such approval be obtained within a period of 60 business days following the
date of exercise of the Option, provided and as long as the same condition applies to the Takeover Bid.
2.2.4 In the event where the Option is exercised after notification of a counter offer to the Takeover Bid, then such
exercise shall be unconditional and take immediate effect.
In the event where a counter offer is launched against the Takeover Bid after the (initially, pursuant to the next
paragraph, conditional) exercise of the Option, then such exercise shall automatically become unconditional and
will take immediate effect.
In the event where the Option is exercised in the absence of a counter offer against the Takeover Bid, then such
exercise will be subject to the satisfaction or waiver of the following conditions precedent (the “Conditions”):
(i) that, at the closing of the Takeover Bid, [Real] holds at least 75% or more of all outstanding shares of [Dolmen],
and (ii) that the volume weighted average price of the [Real] shares on Euronext during the eight (8) business days
period prior to the last day of the Acceptance Period of the Takeover Bid is at least B 0.25. It is being understood that
the Condition sub (ii) can only be waived by the [Reference Shareholders] and that the Condition sub (i) can only be
waived by [Real] with the independent prior written consent of both DIM NV on the on hand and Rebelco NV on the
other hand (such prior consent is not required if [Real] together with [Dolmen] holds 72.50% or more of the
outstanding shares in [Dolmen]).
[...]”
In view of the potential benefits expected from a successful combination of Real and Dolmen, and in order to
optimize the chances of success of the Takeover Bid, Colruyt and Sofina also agreed on an exclusivity obligation to
Real and undertook not to engage, in any way, in any business combination, capital increase or decrease
restructuring, tender or exchange offer or acquisition of securities with regard to Dolmen with any third party.

(7) Essentially the conditions of the Takeover Bid as set forth in Section 3.7.

                                                                    42
On December 19, 2007 Colruyt and Sofina held the following Shares:
                                                                                                                                Number
Reference Shareholder(8)                                                                                                       of Shares     %(9)

D.I.M. NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    933,853      13.16%
H.I.M. NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    720,549      10.16%
H.I.M. TWEE NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         559,840       7.89%
Rebelco SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     307,950       4.34%
Sofina SA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   185,185       2.61%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,707,377   38.16%
Real has been informed that in the course of January/early February 2008, a large group of members of the Colruyt
family, holding together (approximately) 312,136 Dolmen Shares, committed themselves to an irrevocable
undertaking to tender these 312,136 Shares in the Takeover Bid, governed by the same conditions as the
Undertaking which was committed to by the Reference Shareholders.
Such additional undertaking would represent an additional support by 4.40% of additional Dolmen Shareholders.
Accordingly, the total Shareholders who would have committed themselves to such undertaking would represent
42.56% of the outstanding share capital of Dolmen(10).

3.2.2 Support by the Board of Directors of Dolmen
As further set forth under Section 2.2 above, Real believes that the acquisition of Dolmen is in the interest of
Dolmen its personnel, managers, shareholders and partners. Furthermore, Real believes that the support and
recommendation in this respect of the board of directors of Dolmen is key to the success of the Takeover Bid and the
future cooperation between both groups. In this respect, the board of directors of Dolmen granted its support to Real
and the Takeover Bid on December 19, 2007.
Dolmen confirmed its intention to render a favorable advice with respect to the Transaction, without prejudice to the
legal and fiduciary duties of the directors, in particular with respect to the assessment of Real’s prospectus and the
advice of the works council and reserving the right to express its preference for a higher offer, if any. In view of
benefits that the cooperation between Real and the Dolmen Group holds for Dolmen and the stakeholders of the
Dolmen Group, the board of directors of Dolmen agreed to an exclusivity obligation vis-à-vis Real and undertook
not to engage, in any way, in any business combination, capital increase or decrease, restructuring, tender or
exchange offer or acquisition of securities with regard to Dolmen with any third party, without prejudice to its legal
duties and obligations, in particular as set out under Article 40§2 of the Takeover Decree. Furthermore, Dolmen and
Real undertook to conduct their businesses in the ordinary course and consistent with past practices and undertook
not to perform certain acts, unless with the prior consent of Real, respectively Dolmen, which shall not be
unreasonably withheld or delayed. The board of Dolmen also agreed to provide Real with information and
documentation that is necessary for the purpose of completing filings required in the framework of the Takeover Bid
and subsequent merger.
The terms of this commitment read as follows:
‘‘[...]
1.1 [Dolmen] believes that the proposed Transaction is in the interest of [Dolmen] and its Subsidiaries since it
offers substantial prospects in respect of the future development of the [Dolmen] Group and in respect of the
potential synergies that can be realized as a consequence of the completion of the Transaction. Without prejudice to
the legal and fiduciary duties of the directors, in particular with respect to the assessment of [Real]’s prospectus and
the advice of the works council, [Dolmen] confirms its intention to render a favorable advice with respect to the
Transaction, which may take the form of a voluntary or, at the option of [Real], mandatory take-over bid in
accordance with Chapter II of the Belgian Royal Decree of April 27, 2007, relating to the public takeover bids (the
“Royal Decree”) (the “Takeover Bid”), in its opinion (“memorie van antwoord” / “mémoire en réponse”) to be
issued in accordance with article 27 of the Royal Decree, provided that [Real] notifies the Belgian Banking,
Finance and Insurance Commission of a Takeover Bid in accordance with Article 5 of the Royal Decree before or on
20 December 2007, it being understood, however, that [Dolmen] reserves the right to make comments on the draft

(8) To the best knowledge of Real.
(9) Shareholding calculated on a non diluted basis and based upon the assumption that there are currently 7,094,003 Dolmen Shares outstanding
(which is more shares than the number of Shares outstanding at the announcement of the Takeover Bid, on December 20, 2007).
(10) Shareholding calculated on a non diluted basis and based upon the assumption that there are currently 7,094,003 Dolmen Shares
outstanding (which is more shares than the number of Shares outstanding at the announcement of the Takeover Bid, on December 20, 2007).

                                                                             43
prospectus relating to the Takeover Bid after further review thereof and after receiving the comments of its works
council and without prejudice to the legal and fiduciary duties of the directors in general, and in particular in the
event of a counter bid. In the latter event, the board of directors of [Dolmen] expressly reserves the right to express a
preference for the higher offer.

1.2 [Dolmen] shall, without prejudice to applicable laws and regulations, provide [Real] with such information
and documentation as [Real] shall reasonably request for the purpose of amending and completing its tax and
competition filings.

[Dolmen] shall use its reasonable efforts to give its opinion (“memorie van antwoord” / “mémoire en réponse”) as
soon as reasonably possible.

1.3 In view of the efforts [Real] has made in preparation of the Transaction and in view of the benefits that the
cooperation between [Real] and the [Dolmen] Group holds for [Dolmen] and the stakeholders of the [Dolmen]
Group, [Dolmen] commits vis-à-vis [Real] that as of the date of this Commitment Letter up to the later date of:

           a.      December 20, 2007; or

           b.      provided that [Real] notifies the Belgian Banking, Finance and Insurance Commission of a
                   Takeover Bid in accordance with Article 5 of the Royal Decree before or on the date referenced
                   under article 1.3.(i) above,

                   •    on the seventh (7th) business day following the closing of the Takeover Bid (taking into
                        account a possible reopening of the Takeover Bid in accordance with the Royal Decree as the
                        case may be) with confirmation by [Real] that it accepts the shares tendered by the
                        shareholders of [Dolmen] in the Takeover Bid; or

                   •    on the date where [Real] finally and definitively withdraws the Takeover Bid, it being
                        understood that, the Takeover Bid by [Real] will only be deemed closed for the purpose
                        hereof at the time of publication of the final results of the Takeover Bid in accordance with the
                        Royal Decree,

it will, without prejudice to its legal duties and obligations, in particular as set out under section 40§2 of the Royal
Decree:

           (i)     not directly nor indirectly solicit, initiate, encourage, or entertain any inquiries or proposals
                   from, discuss or negotiate with, provide any non-public information to, or consider the merits of
                   any inquiries or proposals from, or assist in any other way, any person (other than [Real] and / or
                   its affiliates), relating to:

                   a.     any business combination transaction involving the business of [Dolmen] and/or its
                          Subsidiaries, including the sale or transfer of any of the securities of the [Dolmen] Group
                          companies, any merger or consolidation with any of them, or the sale of a material portion
                          of the assets of the business of any of the Group Companies (other than in the ordinary
                          course of business, consistent with past practices);

                   b.     any capital increase, capital decrease, recapitalization, restructuring, liquidation, disso-
                          lution or other extraordinary transaction involving [Dolmen], its Subsidiaries or their
                          businesses; or

                   c.     any tender or exchange offer or acquisition of any securities of [Dolmen] and/or its
                          Subsidiaries;

           (ii)    not waive the benefit of standstill undertakings or confidentiality undertakings stipulated in its
                   favor by other parties, whereby such parties undertake not to acquire, announce an intention to
                   acquire, offer or propose to acquire, offer to enter into any agreement, arrangement or under-
                   taking to acquire or to sell, directly or indirectly, any direct or indirect interest in any of the
                   securities of [Dolmen], or any other similar undertaking. [Dolmen] also undertakes to take all
                   reasonable measures which would be necessary to enforce such standstill obligations. In this
                   respect, [Dolmen] confirms that it has not waived the benefit of standstill undertakings in
                   existence over the last 90 days preceding the date of this Commitment Letter;

           (iii)   not convene, at its own initiative, any shareholders’ meeting with a view to frustrate the
                   Transaction; and

                                                            44
           (iv)    not, directly or through intermediaries or affiliates (as defined in article 11 of the Belgian
                   Company Code), carry out any type of dealing in financial instruments of [Real].
1.4 During the period referenced in article 1.3. above, the [Dolmen] Group will conduct its business only in the
ordinary course consistent with past practices. [Dolmen] will ensure, and will cause that its Subsidiaries will
ensure, that, unless with prior consent of [Real], which consent shall not be unreasonably withheld or delayed, none
of the following will occur as of the date of this Commitment Letter up to the later date as indicated in article 1.3
above:
           (i)     None of the [Dolmen] Group companies changes its accounting principles, the methods of
                   applying such principles, or the relevant accounting reference period.
           (ii)    None of the [Dolmen] Group companies fails to pay the wages or salaries owed to its employees in
                   any material respect.
           (iii)   None of the [Dolmen] Group companies authorizes or incurs any capital expenditure, or agrees
                   to, or becomes subject to, any obligation or liability, in excess of 500,000.00, except in the
                   ordinary course of business and except as referred to in (vi).
           (iv)    None of the [Dolmen] Group companies sells or otherwise disposes of any material lines of
                   business activity.
           (v)     None of the [Dolmen] Group companies sells any assets or purchases any assets outside the
                   ordinary course of their business in excess of an amount of B 750,000.00, without prejudice to the
                   pending sales process regarding certain real estate.
           (vi)    None of the [Dolmen] Group companies grants any substantial increase in compensation of any of
                   its employees, except for normal periodic increases required by law or made pursuant to existing
                   collective bargaining agreements, existing individual employment agreements or the established
                   compensation policies for such employees, and except for the separate specific compensation
                   agreements (to be) entered into with Dirk Debraekeleer, Marc De Keersmaecker, Kris Castelein
                   and Jan Bogaert and the termination agreement with Jan De Ville.
           (vii) None of the [Dolmen] Group companies amends its articles of association (statuten / statuts).
           (viii) [Dolmen] shall not declare or issue dividends, interim dividends or other shareholder distribu-
                  tions, whether in cash, shares or property, or whether or not through capital decreases, or
                  redemption, purchase or other acquisitions of any shares representing their share capital.
           (ix)    None of the [Dolmen] Group companies mortgages pledges or otherwise encumbers or agrees to
                   mortgage, pledge or otherwise encumber any of its properties or assets, except in the ordinary
                   course of business.
           (x)     [Dolmen] shall not issue any new shares, convertible instruments, subscription rights or similar
                   instruments nor shall take any commitment of any kind obligating [Dolmen] to issue such
                   instruments except in the framework of the current warrant and/or employee stock option plans,
                   and subject to the right of [Dolmen] to announce an additional issue of stock options to
                   employees.
           (xi)    None of the [Dolmen] Group companies will acquire, sell or otherwise transfer the shares of the
                   [Dolmen] Group companies (including, without limitation, the tender of treasury stock in a
                   Takeover Bid to [Real] or a third party), unless if and to the extent that such acquisition, sale or
                   transfer is required under an (on the date of this Commitment Letter) existing and enforceable
                   profit participation plan for personnel members in which case [Dolmen] shall provide [Real] with
                   the details of such acquisition, sale or transfer (including indication of the number of shares
                   involved, the relevant [Dolmen] Group company, the identity of the transferee and the underlying
                   documentation based upon which such acquisition, sale or transfer is required).
           (xii) None of the [Dolmen] Group companies will enter into or agree to enter into any kind of new profit
                 participation plan which would include the acquisition, sale or transfer of the shares in any of the
                 [Dolmen] Group companies.
           (xiii) None of the [Dolmen] Group companies proposes to or enters into any commitment (contingent or
                  otherwise) vis-à-vis any third party to do any of the foregoing.
[...]”

                                                          45
3.2.3 Memorandum of the Board of Directors of Dolmen
In accordance with Article 22 et seq. of the Takeover Act, the board of directors of Dolmen has prepared a reply
memorandum (memorie van antwoord/mémoire en réponse), attached hereto as Exhibit 4.

3.3     The Shares
On the date of this Prospectus, Dolmen issued 7,094,003 Shares. The Shares are listed on Euronext Brussels.

3.3.1 Shares Subject to Non-transferability Requirements
A number of the Shares are non-transferable during a certain period of time. Although the Takeover Bid has been
formally made on all outstanding Shares, in certain cases, the non-transferability requirement applicable to the
Shares remains unaffected, specifically as further set forth hereinafter.

3.3.2 Capital Increases Reserved for Personnel Members
       Overview of issuances
At a number of occasions, Dolmen increased its share capital to the benefit of the personnel members of the Dolmen
Group in accordance with Article 609 of the Belgian Company Code. Shares issued in accordance with Article 609
of the Belgian Company Code are subject to a five year non-transferability requirement starting from the date of the
subscription of such shares. Specifically, to the best knowledge of Real, the following Shares are non-transferable:
                                                                                                                                                End of
                                                                                                              Number of                   non-transferability
Issuance Date                                                                                               Shares issued(11)                   period

December 24, 2003 . . .            ....................................                                           25,410              December 23,       2008
December 24, 2004 . . .            ....................................                                           37,799              December 23,       2009
December 8, 2005 . . . .           ....................................                                           18,657               December 7,       2010
December 18, 2006 . . .            ....................................                                           28,637              December 17,       2011
December 28, 2007 . . .            ....................................                                           21,802              December 27,       2012
TOTAL . . . . . . . . . . . . .    ....................................                                          132,305
According to Article 609, §3 of the Belgian Company Code the shares can become transferable to the employee
amongst others in case of dismissal by the employer.
Accordingly, at the date of this Prospectus, the following Shares remain registered and subject to the statutory
transfer restrictions provided in Article 609 of the Belgian Company Code (“Restricted Shares”):(12)
                                                                                                                                                   Number of
Issuance Date                                                                                                                                     Shares issued

December       24, 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     .............................                                  25,175
December       24, 2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     .............................                                  37,224
December       8, 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    .............................                                  18,657
December       18, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     .............................                                  28 637
December       28, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     .............................                                  21,802
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    131,495

       The Transfer Restrictions under the Envisaged Transactions
Pending the Takeover Bid the statutory transfer restriction remains fully applicable in respect of the Restricted
Shares.
In case of a subsequent squeeze-out, if any, the Restricted Shares will be transferred to the bidder under such
squeeze-out in accordance with Article 43 of the Takeover Decree or, as applicable, Article 513, §1 of the Belgian
Company Code, against the same consideration as will be offered to the other Shareholders under such squeeze-out.
In case of a merger between Real and Dolmen, the Restricted Shares (to the extent they will not have become
transferable by then) will be exchanged against Real shares in accordance with the terms of the merger; whereby the
Real shares offered against the absorbed Restricted Shares will be subject to transfer restrictions for so long as the

(11) To the best knowledge of Real.
(12) To the best knowledge of Real.

                                                                               46
term during which the transfer restriction would normally have continued to apply to the concerned Restricted
Shares. By way of example, if at the time of the merger the non-transferability term for a Restricted Share would
expire one month after closing of the merger, the Real shares offered in exchange for this Restricted Share will not
be transferable until one month from closing of the merger.
Real will commit towards the employees holding Shares subject to Article 609 of the Belgian Company Code, to
(i) subject to a successful closing of the current Takeover Bid (i.e. subject to the satisfaction or waiver of the
conditions precedent set forth under Section 3.7.), (ii) but absent a squeeze-out (whether under Article 513 of the
Belgian Company Code or in accordance with the Takeover Act) and (iii) in the absence of a merger between Real
and Dolmen within 18 months from the closing of the current Takeover Bid (i.e. subject to the satisfaction or waiver
of the conditions precedent set forth under Section 3.7.), give these employees the opportunity to still transfer their
Dolmen Shares annually to Real at the expiry of the non-transferability term through a so-called Deferred Takeover
Bid, at a price per Share equal to (i) 5.69 Euro, increased with an interest payment at the then applying EURIBOR
for 12 months for the period between the date of payment of the current (“initial”) Takeover Bid and the date of
payment of the concerned Deferred Takeover Bid, and (ii) 32 Real shares, (iii) increased with the positive difference
between (a) on the one hand, all distributions paid out since the closing of the current (“initial”) Takeover Bid
(whether in the form of a dividend, share capital, or otherwise), increased with the afore-mentioned interest rate as
from the date on which these distributions became payable, and (b) on the other hand, all distributions paid out on
the Dolmen Share since the closing of the current (“initial”) Takeover Bid (whether in the form of a dividend, share
capital, or otherwise), increased with the afore-mentioned interest rate as from the date on which these distributions
became payable; it being understood that the Shareholders holding these Restricted Shares will only benefit from
the right to tender their Restricted Shares under one such transaction, being the first Deferred Takeover Bid carried
out following the expiry of the non-transferability term.
Such Deferred Takeover Bid(s) would only be open to Shareholders holding Restricted Shares. Based on the
precedents, case-law, Real is of the opinion that it is reasonably likely that such selective Deferred Takeover Bid(s)
would be allowed.

3.3.3 Profit Participation Plans for Personnel Members
Since the financial year ended on March 31, 2001, Dolmen established a profit participation plan for its personnel
members in accordance with the Belgian Act of May 22, 2001 relating to participation of employees in the share
capital and profits of companies (Wet van 22 mei 2001 betreffende de werknemersparticipatie in het kapitaal en in
de winst van de vennootschappen/Loi du 22 mai 2001 relative aux régimes de participation des travailleurs au
capital et aux bénéfices des sociétés) and according to which the personnel members have the possibility to receive
part of the profits either in cash or in shares in Dolmen.
Specifically, the following Shares are non-transferable on the date of this Prospectus:

                                                                                                                                    End of
                                                                                                             Number of        non-transferability
Financial year                                                                                             Shares involved        period(13)

2005/2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          8,153         September 30, 2008
2006/2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         13,943         September 30, 2009
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      22,096
Real was informed by Dolmen that the non-transferability term is limited to two years. Pursuant to Article 11, §3, 5™
of the Belgian Act of May 22, 2001 relating to participation of employees in the share capital and profits of
companies (Wet van 22 mei 2001 betreffende de werknemersparticipatie in het kapitaal en in de winst van de
vennootschappen/Loi du 22 mai 2001 relative aux régimes de participation des travailleurs au capital et aux
bénéfices des sociétés), the non-transferability term does not apply in case of a Takeover Bid.
In accordance with the deed of accession (toetredingsakte/acte d’adhésion) prepared in accordance with the Belgian
Act of May 22, 2001 relating to participation of employees in the share capital and profits of companies (Wet van 22
mei 2001 betreffende de werknemersparticipatie in het kapitaal en in de winst van de vennootschappen/Loi du
22 mai 2001 relative aux régimes de participation des travailleurs au capital et aux bénéfices des sociétés), Dolmen
has agreed to allow the employees to participate in the profits in the accounting year 2007/2008 for 5% of the
operating profits, i.e. the maximum amount provided for in the deed of accession (toetredingsakte/acte d’adhésion).
Based on the assumption that the total amount of the profit participation will be in line with the profit participation
of the prior year, Real has the intention to vote in its capacity as new shareholders of Dolmen, in the event of a

(13) To the best knowledge of Real.

                                                                              47
successful Takeover Bid, in favor of the profit participation (payable in cash or in shares, at the option of the
employees of Dolmen).
In the event of a merger of Dolmen into Real, any Dolmen shares issued under the aforementioned prospective plan
will be exchanged for new Real shares in accordance with the terms governing such merger. However, the potential
Deferred Takeover Bid(s) (see Section 3.3.2) will not be open for the tender of any Dolmen shares issued under the
aforementioned prospective plan.

3.4   The Warrants

On the date of this Prospectus, Dolmen issued the following Warrants, as follows(14)

                       Number of            Number of
                     Warrants created   Warrants outstanding    Exercise Price              Exercise Periods

Warrants 1999            120,000                    0              11.02         As of September 1, 2004, until and
                                                                                 including September 30, 2004 and
                                                                                 September 1, 2007 until and
                                                                                 including September 30, 2007.
Warrants 2000              15,000             10,000               18.34         As of January 1, 2004 until and
                                                                                 including January 30, 2004, or as of
                                                                                 September 1, 2005 until and including
                                                                                 September 30, 2005, and as of
                                                                                 September 1, 2008 until and
                                                                                 including September 30, 2008
Warrants 2001              15,000             10,000                 9.72        As of January 1, 2005 until and
                                                                                 including January 30, 2005, or as of
                                                                                 September 1, 2006 until and including
                                                                                 September 30, 2006, and as of
                                                                                 September 1, 2009 until and
                                                                                 including September 30, 2009
Warrants 2002              13,750                   0                7.85        As of January 1, 2006 until and
                                                                                 including January 30, 2006, or, as of
                                                                                 September 1, 2007 until and including
                                                                                 September 30, 2007, and as of
                                                                                 September 1, 2010 until and
                                                                                 including September 30, 2010
Warrants 2003              12,000                   0                8.67        As of January 1, 2007 until and
                                                                                 including January 30, 2007, or as of
                                                                                 September 1, 2008 until and including
                                                                                 September 30, 2008. (All these
                                                                                 warrants have been exercised)
Warrants 2004              13,500                   0                9.56        As of January 1, 2008 until and
                                                                                 including January 30, 2008, or as of
                                                                                 September 1, 2009 until and including
                                                                                 September 30, 2009
Warrants 2005              13,500             11,750                 9.98        As of January 1, 2009 until and
                                                                                 including January 30, 2009, or as of
                                                                                 September 1, 2010 until and including
                                                                                 September 30, 2010
Warrants 2006              13,500             11,750               10.50         As of January 1, 662010 until and
                                                                                 including January 30, 2010, or as of
                                                                                 September 1, 2011 until and including
                                                                                 September 30, 2011
Warrants 2007              11,750             11,750               12.81         As of January 1, 2011 until and
                                                                                 including January 30, 2011, or as of
                                                                                 September 1, 2012 until and including
                                                                                 September 30, 2012

(14) To the best knowledge of Real.



                                                           48
Real was informed that there are currently 55,250 Warrants outstanding(16), and that any other warrants issued by
Dolmen (i.e. other than these 55,250 Warrants) are no longer exercisable, either as a result of a dismissal of the
Warrantholder and/or the termination of the relevant employment agreement with the Warrantholder, or by
operation of the waiver of the grantee of its grant.
Real was informed by the board of directors of Dolmen that the latter has decided on January 31, 2008 to render all
outstanding Warrants immediately exercisable in accordance with the provision of the Warrant plans that in the
event of a merger, takeover or similar transaction, measures shall be taken to avoid adverse effects for the
beneficiaries to the extent possible. The Takeover Bid also relates to the Dolmen Shares issued in connection with
the accelerated exercise of these Warrants, to the extent that they are exercised and that the resulting Shares are
subsequently tendered to Real during the Acceptance Period. For more information, reference is made to
Section 6.5.8 below.
The Warrants are registered warrants. The Warrants are not transferable. Although the Takeover Bid has been
formally made on all outstanding Warrants, any non-transferability requirement contained in the terms and
conditions applicable to the Warrants may remain unaffected.(17)
In the event the Warrants would become exercisable during the Takeover Bid in accordance with their initial
exercise conditions, then the Warrantholders can (in accordance with applicable terms and conditions) exercise such
Warrants and tender the Shares so issued to Real in the framework of the Takeover Bid.
In the event of a squeeze-out carried out in accordance with Article 42 of the Takeover Decree and/or Article 513 of
the Belgian Company Code, the Warrants cannot be tendered but will be transferred upon closing of the acceptance
period of such squeeze-out by mere operation of law. The tax authorities have previously ruled that the transfer of
non-transferable warrants by Belgian resident individuals in the context of a squeeze-out should be considered as a
force majeure, as a consequence of which no additional taxation would be triggered when such warrants are
tendered.(18)
The potential Deferred Takeover Bid(s) (see Section 3.3.2) will not be open for the then outstanding Warrants.

3.5   Term of the Takeover Bid
The Initial Acceptance Period of the Takeover Bid will run from February 20, 2008 until March 5, 2008 16:00,
Brussels time.

3.6   Consideration of the Takeover Bid
The Shares can be tendered by the Shareholders to Real for a total aggregate consideration consisting of
40,364,877.07 Euro in cash and 227,008,096 Offering Shares, as further set forth hereinafter.
The Warrants can be tendered by the Warrantholders to Real for a total aggregate consideration consisting of
131,942.50 Euro in cash and 762,250 Offering Shares as further set forth hereinafter.
In respect of the justification of the consideration offered for the Shares and the Warrants, reference is made to
Section 3.20.

3.6.1 Equivalent Consideration for all Securities
     The consideration for all the outstanding Securities shall irrespective of the type of Securities, encompass (i) a
share portion (in the form of Offering Shares) of approximately 2/3rd of the overall consideration and (ii) a cash
portion representing approximately 1/3rd of the overall consideration (which equation may vary in function of the
value of the Real shares).

3.6.2 Surplus
In the event of a counter-offer, Real will pay — as part of the initial consideration offered for the Securities — to the
Sellers who have initially accepted the tender by Real (including the Shares held by Colruyt and Sofina, regardless
whether they were tendered or called), who have not withdrawn such tender subsequently and whose Securities
have subsequently been transferred, if ever, by Real to the counter-offeror, within a period of 6 months from the
closing of such counter-offer, a surplus value (the “Surplus”), for an amount equal to 50% of the excess, if any, of the

(16) According to the latest publicly available information.
(17) To the best knowledge of Real.
(18) To the best knowledge of Real.

                                                               49
price for such Shares received by Real from the counter-offeror, over 105% of the reference price of the Takeover
Bid used for the purpose of the calculation of the minimum price of the counter-offer until the portion of the surplus
value retained by Real on all such Securities shall amount to 5,000,000.00 Euro. Any further surplus value will be
allocated for 100% to the additional consideration payable to such Sellers by Real.
The above additional consideration stems from the agreement between Real, on the one hand, and Colruyt and
Sofina, on the other hand, who, as a result of the Undertaking (see above under Section 3.2.1), are, in the event of a
counter-offer, not free to withdraw their tender to Real and/or to tender their Shares to the counter-offeror. Other
Sellers can, in principle, secure 100% of the upside of a counter-offer by withdrawing their acceptance from the
Real Takeover Bid in the event of a counter-offer and tendering their Securities to such counter-offeror.

3.6.3 Consideration Offered for the Shares
The consideration offered for the contribution of the Shares into the share capital of Real in accordance with this
Prospectus consists of the following mixed consideration: per Share, a cash portion of 5.69 Euro and a consideration
in kind of 32 Offering Shares.
The stock price of the Real shares (including the Offering Shares) may increase or decrease pending the Acceptance
Period. Except where Real was to decide to amend the terms of the Takeover Bid, the number of Offering Shares
offered as consideration for the Shares will not change.

3.6.4 Consideration Offered for the Warrants
The consideration in cash offered for each category of Warrants is based upon the Black & Scholes methodology.
This is a valuation model for warrants which is generally accepted by the financial markets. The valuation model is
inter alia based on the following parameters:
      •      The price offered for each Share as set forth above; and
      •      The specific features of the underlying warrant plans.
The valuation of the Warrants and the valuation methodology, are further detailed under Section 3.20.
The consideration offered for the Warrants is as follows:
Warrants                                                                               Cash               Share

Warrant      2000 . . . . . . . . . . . . . .   .................................   0.65   Euro    5   Offering   Shares
Warrant      2001 . . . . . . . . . . . . . .   .................................   2.78   Euro   16   Offering   Shares
Warrant      2005 . . . . . . . . . . . . . .   .................................   2.91   Euro   16   Offering   Shares
Warrant      2006 . . . . . . . . . . . . . .   .................................   2.92   Euro   16   Offering   Shares
Warrant      2007 . . . . . . . . . . . . . .   .................................   2.48   Euro   15   Offering   Shares
The stock price of the Real shares (including the Offering Shares) may increase or decrease pending the Acceptance
Period. Except where Real was to decide to amend the terms of the Takeover Bid, the number of Offering Shares
offered as consideration for the Shares will not change.

3.7   Conditions Precedent of the Takeover Bid
Real will accept all Shares and Warrants validly tendered during the Takeover Bid Period, subject to the following
conditions precedent being satisfied at the latest on the expiration date of the Takeover Bid:
      (i)       Real has acquired, at the occasion of the Takeover Bid and the exercise of the call option (see above
                under Section 3.2.1) a number of Shares in Dolmen, which together with the Shares held by Dolmen
                itself, are equal to or more than 75% of the outstanding Shares in Dolmen;
      (ii)      the issuance by the Belgian and German competition authorities of a decision or opinion, under their
                respective national laws, within the meaning of Article 6(1)(a) or (b) of the EC Merger Regula-
                tion No 139/2004.
Real can waive the condition precedent set forth under (i) here-above at its discretion, but has agreed with Colruyt
and Sofina not to do so except with the independent prior written consent of D.I.M. NVon the one hand and Sofina
NVon the other hand. Such prior written consent is not required if Real, together with Dolmen, holds 72.5% or more
of the outstanding Shares in Dolmen. Real will communicate its decision to waive the condition at the latest
simultaneously with the publication of the results of the Takeover Bid. The failure to exercise any of the foregoing
rights before their expiry date shall not be deemed a waiver of any such right; the waiver of any such right shall not

                                                                50
be deemed a waiver with respect to any other facts and circumstances; and each such right shall be deemed an
ongoing right and may be asserted at any moment from time to time.
The condition under (ii) has been met since the Belgian competition authorities approved the envisaged transactions
on February 5, 2008 and the German competition authorities approved the transactions on February 8, 2008.

3.8   Issue of Shares in Real — Issue of VVPR Strips
The Offering Shares issued in the framework of the Takeover Bid offered as consideration as set forth in Section 3.6
above, will have the same rights and benefits as the existing shares of Real. The Offering Shares will participate in
the result of Real as of and for the full financial year in which they will be issued. Dividends paid on the Offering
Shares will, subject to the fulfillment of the conditions provided by law, benefit from the right to reduced
withholding tax rate, i.e. the so-called “VVPR” right, to the extent that the holder would benefit from such VVPR
right. Said right will be represented by a VVPR strip, included in the Offering Shares, which will be issued and
allocated in parallel with the underlying new Real share.
Real has requested the admission to listing of the Offering Shares (including the new VVPR strips) to Euronext
Brussels.
For more information in this respect, reference is made to Section 4.

3.9   Funding — Availability of the Consideration
3.9.1 In Cash
KBC Bank NV has declared that the funds necessary for the financing of the Takeover Bid, i.e. a maximum amount
of 41 million Euro have been blocked on a separate account which will be used exclusively for the purpose of paying
the cash consideration for the Shares and the Warrants (to the extent that such consideration becomes due). In
accordance with Belgian legislation and regulations, it has been confirmed to the CBFA that the funds needed for
the Takeover Bid are available.

3.9.2 In Shares of Real
      Authority to issue the Offering Shares
The Takeover Bid requires the availability of maximum 227,770,346 Offering Shares.
The board of directors of Real has the required authority to issue such shares in the framework of the authorized
capital of Real, in accordance with the resolution of the general shareholders’ meeting of Real taken on October 2,
2007 and as set forth in Article 6 of the articles of association of Real which reads as follows:
        “By decision of the general shareholders’ meeting of October 2, 2007, the board of directors was authorized
        to increase the share capital in one or more transactions with a maximum amount that cannot exceed the
        amount of the Company’s share capital on the date of this general shareholders’ meeting, i.e. 17,807,903.55
        Euro. This authorization is valid for a term of five (5) years as of the date on which the decision of
        authorization is published in the Annexes to the Belgian Official Gazette (the date on which the former
        authorization expires).
        The board of directors can decide to increase the share capital through contributions in cash, contributions
        in kind or incorporation of reserves, including carried forward profit, with or without the issuance of new
        securities. The capital increase can take place by the issue of shares, with or without voting rights and with
        the same or other preferential subscription rights, as the rights attached to the existing shares, by issuance of
        warrants (for free or in consideration for a certain issuance price) or by the issue of convertible bonds.
        The board of directors is by the general shareholders’ meeting authorized and compelled to book any
        possible issuance premiums payable upon subscription to a capital increase in the framework of the
        authorized capital, on an unavailable reserves account which will, to the same extent as the share capital,
        serve as a guarantee for third parties and which can only be decreased or booked away by means of a
        resolution passed by the general shareholders’ meeting resolving pursuant to the rules applying in respect of
        amendments to the articles of association.
        The board of directors can, in the interest of the company, limit or cancel the preferential subscription right,
        even if this limitation or cancellation takes places for the benefit of one or more persons who are not
        personnel members of the company or its subsidiaries provided that the relevant legal restrictions, are being

                                                           51
       complied with. Upon limitation or cancellation of the preferential subscription right, the board of directors
       can grant priority to existing shareholders upon allocation.

       By decision of the general shareholders’ meeting of June 17, 2007, the board of directors is further
       authorized to in case of a notice by the Banking Finance and Insurance Commission of a public takeover in
       respect of the company’s securities, increase the company’s share capital through contributions in cash or in
       kind, with or without limitation or cancellation of the preferential subscription right, amongst others, for the
       benefit of one or more persons who are not personnel members provided that the relevant legal restrictions
       are complied with. This special authorization is valid for a term of three (3) years, starting from October 2,
       2007. The board of directors is authorized to amend the company’s articles of association in accordance
       with the resolutions to increase the capital in the framework of the authorized capital.”

On the date of this Prospectus, the board of directors, except with respect to the issuance of 534,489 new shares in
the framework of the Axias NV transaction (see also in Section 5.4.1), has not made any use of its authority to
increase the company’s share capital. Accordingly, the board is still authorized to increase Real’s share capital with
a maximum amount of 17,773,761.50 Euro, excluding issuance premiums, if any. This enables the board of
directors of Real to issue a maximum of 282,930,958 new shares (at a fraction value of 0.06282 Euro per share to be
allocated to the company’s share capital, and excluding issuance premiums, if any).

Following the Acceptance Period, the board of directors of Real will increase the share capital of Real, through
issuance of maximum 227,770,346 Offering Shares, provided that and to the extent of the contribution in kind of the
Shares and the Warrants, as the case may be, and subject to the successful closing of the Takeover Bid (i.e. subject to
the satisfaction or waiver of the conditions precedent set forth under Section 3.7). The thus completed Capital
Increase shall be resolved upon by Real’s board of directors before a notary public and enacted in the form of a
notarial deed.

The number of maximum 227,770,346 Offering Shares was determined based upon the outstanding Securities ate
the date of this Prospectus. The number of Offering Shares that will need to be issued may however change, where
the number of outstanding Securities or the nature of these Securities would change prior to the closing of the
Acceptance Period. If the Capital Increase would be resolved upon by the board of directors, as presently envisaged,
the total value of all Offering Shares issued in connection with the Takeover Bid will under no circumstance exceed
the above-mentioned threshold of 17,773,761.50 Euro, excluding issuance premiums, unless a new authorized
capital resolution would be duly decided.

The amount of the subscription price of each Offering Share that exceeds the fractional value of the existing shares,
if applicable, will be booked as an issuance premium. The issuance premium, if any, shall serve as guarantee for
third parties in the same manner as the company’s share capital and will be booked on an unavailable account that
can only be decreased or booked away by means of a resolution of a general shareholders’ meeting passed in the
same manner required for an amendment of the company’s articles of association.

Following the successful closing of the Takeover Bid (i.e. subject to the satisfaction or waiver of the conditions
precedent set forth under Section 3.7), the deed of completion of the capital increase shall be passed before a
Belgian notary public, with regard to the Shares that will have been validly tendered in accordance with the
procedure set forth in Section 3.10.

3.10 Acceptance Procedure

3.10.1 In general

Shareholders can tender either by filling out and depositing the Acceptance Forms attached hereto as Exhibit 1 or
by otherwise registering their acceptance directly.

The duly completed and executed Acceptance Forms can be deposited free of charge directly with the counters of
KBC Securities, KBC Bank and CBC Banque. Sellers can also choose to have their acceptance otherwise registered
with the Receiving Agent, either directly, or indirectly, through another financial intermediary. In such case, they
must inquire about the costs that these organizations might charge and which they will have to bear.

These financial intermediaries shall, as the case may be, comply with the proceedings described in this Prospectus.

If the acceptance is registered in another way than through the deposit of an Acceptance Form, then the Sellers and
their Financial Intermediaries must see to it that the registration of their acceptance also contains a clear
identification of the accounts to which the cash and share consideration must be wired on the payment date.

                                                          52
3.10.2 In Practice

     (i)    Sellers holding Shares in dematerialized form (book entry) will instruct their financial agent to
            immediately transfer to the Receiving Agent the Shares they hold in their securities account with this
            financial agent. They will do so by depositing the completed and duly signed Acceptance Form or by
            otherwise registering their acceptance with the Receiving Agent, either directly, or indirectly, through
            other financial intermediaries. Other financial intermediaries must transfer the thus tendered Shares to
            the account of the Receiving Agent immediately following the Tender (see below).

     (ii)   Sellers holding Shares in bearer form (printed shares) are invited to go without delay directly to the
            Receiving Agent or another financial intermediary with the Dolmen shares coupons number 10 and
            following attached to ensure that the dematerialization proceedings can be performed and that in
            addition, the thus converted Shares can be timely transferred to the account of the Receiving Agent. The
            subsequent transfer to the Receiving Agent is then as described in the preceding paragraph.

     (iii) Sellers holding Shares in registered form: must (i) contact Dolmen with a view to registering the
           transfer of their Shares to KBC Securities, (ii) ask from Dolmen a confirmation of their registration
           indicating the number of Shares registered in their name and which they want to transfer, and (iii) deposit
           said share certificate with the Receiving Agent, either directly, or indirectly, through their financial
           intermediary.

Important note for the Sellers and the financial intermediaries accepting Tenders

The Shares tendered must actually be transferred to the account number 0881/00.24 with Euroclear Belgium NV in
favor of account number 9801002 held by KBC Securities, immediately following the Tender. This is necessary
because the payment of the consideration of the Takeover Bid is made partly through the issuance of Offering
Shares that will be created following a capital increase by means of a contribution in kind of the Shares in Real.

The Receiving Agent will act as contributor/subscriber for the benefit of the Sellers and will contribute the number
of Shares credited on the above-mentioned account with Euroclear Belgium NV upon expiry of the (reopened)
Acceptance Period (as applicable) (see Section 3.10.4).

     (iv)   Sellers holding Warrants in registered form: must contact Dolmen (HR department) in order to tender
            their Warrants to Real, and duly registering the transfer of their Warrants to Real.


3.10.3 Legal Title to the Securities

Except where any of the procedures set forth below are followed, the Sellers tendering their Shares confirm that they
have full legal title to the Shares thus tendered, that they have the right to accept the Takeover Bid, perform such
Tender and confirm that the Shares are being tendered free of any pledge, lien or other encumbrance.

In the event more than one person owns the same Shares and/or Warrants, the Acceptance Form must be executed
jointly by all such persons.

In the event the Shares and/or Warrants are subject to a usufruct (vruchtgebruik/usufruit), the Acceptance Form
must be executed jointly by the usufructer (vruchtgebruiker/usufruitier) and the naked owner (naakte eigenaar/nu
propriétaire).

In the event the Shares and/or Warrants are pledged, the Acceptance Form must be executed jointly by the owner(s)
and the pledgor(s), the latter of which explicitly confirming to waive the pledge on the Shares and/or Warrants
which are offered to Real in the framework of the Takeover Bid.

In the event the Shares and/or Warrants are encumbered in any way, or in the event the Shares and/or Warrants are
subject to any pledge (right) or any other right on or interest in, or in the event the Shares and/or Warrants are subject
to any other right, title or claim, all such beneficiaries of such right, title or interest must jointly execute the
Acceptance Form and all such beneficiaries must irrevocably and unconditionally waive any and all such rights,
titles or interest relating to such Shares and/or Warrants.

The above undertakings are made for the benefit of Real and in respect of the Shares, to KBC Securities, to whom
the Shares will be transferred in order to enable it to contribute the same to Real in accordance with Section 3.10.4.

                                                           53
3.10.4 With Respect to the Shares
       Tender
The Shares are either (i) in bearer form (printed shares), (ii) in dematerialized form, or (iii) in registered form. The
dematerialized Shares are quoted on a securities account of the Shareholder with its financial agent and are
transferable in such form. The share certificates have been delivered in printed form. The registered Shares are
registered in the share register of Dolmen.
A Seller can accept the Takeover Bid and tender his Dolmen Shares under the Takeover Bid in accordance with the
terms and conditions governing the Takeover Bid (“Tender”) by performing either of the actions described below,
no later than on March 5, 2008 at 16:00, Brussels time (under the Initial Acceptance Period), or, if applicable, the
date further specified in the relevant notice and/or press release.
Notwithstanding what is mentioned above a valid Tender shall require, apart from the performance of either of the
above-described actions:
(i)     On the one hand:
       With regard to the Shares in bearer form (printed securities), in view of the law on the dematerialization of
       securities,(19)
       (a)   the prior conversion of these Shares in bearer form into Shares in dematerialized form;
       (b)   submission of the Acceptance Form or otherwise: properly completed and duly executed in two copies
             or any other form used by the financial agent to register the Tender and instruct the financial agent;
       With regard to Shares in registered form, the Sellers must (i) contact Dolmen with a view to registering the
       transfer of their Shares to KBC Securities, (ii) ask from Dolmen a share certificate confirming the number of
       Shares registered in their name and which they want to transfer, and (iii) deposit said share certificate with the
       Receiving Agent, either directly, or indirectly, through their financial intermediary.
(ii)    On the other hand, regarding the transfer of the Shares (partly remunerated through a contribution in kind):
Important note for the Sellers and the financial intermediaries
The Shares tendered must actually be transferred to the account number 0881/00.24 with Euroclear Belgium NV in
favor of account number 9801002 held by KBC Securities, immediately following the Tender. This is necessary
because the payment of the consideration of the Takeover Bid is made partly through the issuance of Offering
Shares that will be created following a capital increase by means of a contribution in kind of the Shares in Real.
The Receiving Agent will act as contributor/subscriber for the benefit of the Sellers and will contribute the number
of Shares credited on the above-mentioned account with Euroclear Belgium NV upon closing of the Acceptance
Period to the capital of Real (see below, “Consequences of such tender”).

       Consequences of such Tender
A valid Tender of Shares by a Seller shall, in the absence of a valid withdrawal pursuant to Section 3.10.7 or a valid
counter-offer in accordance with Section 3.10.8 (except in respect of those Shares that are re-tendered to Real, upon
the launch of such counter-offer), entail on the part of such Seller, a surrender by such Seller of these Shares to KBC
Securities, and an irrevocable authorization and instruction by such Seller to KBC Securities, (i) to contribute the
thus tendered Shares or Warrants to the capital of Real before a notary public at the passing of the notarial deed that
formalizes the Capital Increase (defined below in Section 4.1.1) and (ii) to subscribe for such number of Offering
Shares as the Seller is entitled to, pursuant to the applicable consideration terms set forth in Section 3.6, and based
on the number of Securities the Seller has tendered.
KBC Securities commits vis-a-vis the Sellers who will have accepted the Takeover Bid by a valid Tender, to do the
following, it being understood that Shares that will not have timely and validly been withdrawn in accordance with
the proceedings provided in Section 3.10.7 and absent a valid counter-offer in accordance with Section 3.10.8
(except in respect of those Shares that are re-tendered to Real, upon the launch of such counter-offer),
       (a)   In the event of a successful closing of the Takeover Bid (i.e. subject to the satisfaction or waiver of the
             conditions precedent set forth under Section 3.7), (i) to contribute the thus tendered Shares to the share
             capital of Real under the Capital Increase (defined below under Section 4.1.1), (ii) to subscribe for such

(19) Belgian Act of December 14, 2005 on the abolition of bearer shares (Wet van 14 december 2005 houdende afschaffing van de effecten aan
     toonder/Loi du 14 décembre 2005 portant suppression des titres au porteur).

                                                                   54
           number of Offering Shares the Seller is entitled to, based on the number of Shares tendered by the Seller
           and pursuant to the applicable consideration terms set forth in Section 3.6, and (iii) pay out the thus
           received consideration to the Seller through the Seller’s financial agent;
     (b)   Absent a successful closing of the Takeover Bid, to return to such Seller through the intermediary of the
           concerned financial agent through which the Seller will have tendered his Shares, the number of Shares
           the Seller has tendered.
Shares that are not transferable in accordance with Article 609 of the Belgian Company Code become transferable
in the event of a squeeze-out.

3.10.5 With Respect to the Warrants
All Warrants are in registered form and duly recorded in the appropriate register. For the purposes of the Takeover
Bid and the Offering, legal title to the Warrants shall in principle be evidenced by the due record in the relevant
register of the Warrants, as supplemented by the relevant underlying corporate documentation.
Real was informed that in accordance with the relevant issuance terms, the Warrants can in principle, not be
transferred to Real under the Takeover Bid and the Offering.
Accordingly, although the Takeover Bid extends to all outstanding and still exercisable Warrants, such Warrants can
in principle not be tendered to Real under the Takeover Bid, or, as applicable, under the Squeeze-out (though under
such Squeeze-out, they will be transferred upon completion of the acceptance period).
However, the issuance terms governing the Warrants allow the board of directors of Dolmen to take certain
measures in the event of certain corporate restructuring transactions (see Section 6.5). Real has been informed that
pursuant to a resolution taken on January 31, 2008, the board of directors of Dolmen has decided to render the
Warrants exercisable prior to their term, for the purposes of the present Takeover Bid and the Offering (see
Section 6.5.8).
Henceforth, if and to the extent that such Warrants would become exercisable after the date of this Prospectus, but
still prior to, or during the Acceptance Period and, if and to the extent, the Warrants would indeed be exercised by
the concerned Warrantholder, then such Warrantholder will be entitled to tender the thus acquired Shares under the
Takeover Bid, in accordance with the terms and conditions governing the tender of the Shares outstanding at the
date of this Prospectus and in accordance with the acceptance procedure specified to such Warrantholder.
Also, if notwithstanding the above, certain Warrantholders would be authorized to transfer their Warrants and some
of said Warrantholders would like to tender their Warrants under the presently envisaged Takeover Bid, these
Warrantholders must contact Dolmen (HR department) in order to tender their Warrants to Real, and duly
registering the transfer of their Warrants to Real.
In the event of a squeeze-out carried out in accordance with Article 42 of the Takeover Decree and/or Article 513 of
the Belgian Company Code, the Warrants cannot be tendered but will be transferred upon closing of the acceptance
period of such squeeze-out by mere operation of law. The tax authorities have previously ruled that the transfer of
non-transferable warrants by Belgian resident individuals in the context of a squeeze-out should be considered as a
force majeure, and in consequence, should not trigger any additional taxation.

3.10.6 Payment
Consummation of the Takeover Bid is subject to fulfillment, or waiver by Real, as the case may be, of each and any
of the conditions precedent set forth in Section 3.7. Subject to the fulfillment and/or waiver of these conditions, and
without taking into account a reopening of the Takeover Bid as set forth in Section 3.12, payment of the
Shareholders shall occur at the latest ten Business Days following the announcement of the results of the Takeover
Bid and will be announced in the Belgian financial press (see Section 3.11). The payment of the entire
consideration, both the cash portion and the share portion, shall occur simultaneously.

3.10.7 Right to Withdraw
With reference to Article 25 of the Takeover Decree, each holder of Securities who has tendered his Securities in the
Takeover Bid will be entitled to withdraw its tender during the Acceptance Period (save to the extent that the
relevant shareholder would have waived such right to withdrawal) and any increase of the consideration offered by
Real during the Acceptance Period will apply also to the holders of Securities of Dolmen who had tendered their
Securities to Real prior to the increase of the consideration.

                                                          55
For a withdrawal of an acceptance to be valid, it must be notified in writing and sent by facsimile to Mr. Francis Gens
at facsimile number 02/429 17 54 to the Receiving Agent by the Seller, either directly, or indirectly, through the
financial intermediary of such Seller, with reference to the number of Securities that are being withdrawn. In the
event the Seller notifies his withdrawal to a financial intermediary, other than the Receiving Agent, then it will be
the obligation and the responsibility of such financial intermediary to timely notify such withdrawal to the receiving
Agent. Such notification must be made immediately with the Receiving Agent at the latest on March 5, 2008 at
15:30, Brussels time (under the Initial Acceptance Period), or, if applicable, the date further specified in the relevant
notice and/or press release.

3.10.8 Counter-offer

In case of a counter-offer in accordance with Article 37 of the Takeover Decree, the stated Acceptance Period for the
Takeover Bid will be extended until expiry of the Acceptance Period applicable to such counter-offer (unless Real
would revoke the Takeover Bid). In the event of a valid and more favorable counter-offer within the meaning of
Item 4.4.4 of Annex I to the Takeover Decree all Shareholders who will have already accepted the Takeover Bid
under the Takeover Bid will be released from their obligations arising from such acceptance.

3.11 Publication of the Results of the Takeover Bid

In accordance with Article 32 of the Takeover Decree, the result of the Takeover Bid, and the decision of Real
whether or not to accept the Shares and Warrants validly tendered during the Takeover Bid Period if one or more
conditions precedent to the Takeover Bid are not satisfied (see above Section 3.7), will be published within five
Business Days following the date of the closing of the Takeover Bid in the Belgian financial press, De Tijd and
L’Écho.

3.12 Reopening of the Takeover Bid

If, as a result of the Takeover Bid, Real holds at least 90% of the Shares, subject to the particulars set forth in
Articles 35 and 36 of the Takeover Decree, the Takeover Bid will be reopened under the same conditions for up to
fifteen Business Days within ten Business Days from the publication of the results of the Takeover Bid set forth
above in Section 3.11.

In the event of such reopened bid, the same acceptance and payment procedures as set forth in Section 3.10 and
elsewhere in this Prospectus shall apply.

3.13 Squeeze-out

If, as a result of the (re-opened) Takeover Bid, Real (or any person acting in concert with Real) holds 95% or more of
the Dolmen Shares, and provided that Real acquired at least 90% of the Shares under the Takeover Bid then Real
intends to proceed with a simplified squeeze-out in accordance with Article 42 of the Takeover Decree, provided
that all conditions for such squeeze-out are met, to acquire the Shares not yet acquired by Real (or any other person
then deemed to act in concert with Real).

For the avoidance of doubt, KBC Securities will not intervene with respect to the automatic transfer to Real with
respect to any Shares that are not voluntarily tendered to Real under such squeeze-out.

In such event, Real will initiate a squeeze-out offer procedure within three months after the expiry of the Acceptance
Period (extended, as applicable) during at least 15 Business Days. In such event, all Shares that would not have been
tendered upon completion of such simplified squeeze-out shall be deemed to be transferred to Real by mere
operation of law. The cash that would be required for the payment of the Shares and, as applicable, the Warrants
acquired under such Squeeze-out will be deposited with the deposit and consignation office (Deposito- en
Consignatiekas/Caisse des Dépôts et Consignations) upon completion of the squeeze-out. In the event of such
squeeze-out, the Shares will be de-listed following the completion of the Squeeze-out.

3.14 Sell-out

Each Shareholder (and to the extent the Warrants are transferable, each Warrantholder) shall have the right to offer
its Shares (or Warrants) to Real for a consideration equal to the offer price, if Real would hold, upon closing of the
Takeover Bid (or upon closing of the re-opened Takeover Bid, if any) at least 95% of the voting right bearing
Securities, that represent at least 90% of the Securities subject to the Takeover Bid.

                                                           56
In such event, the Shareholders (and, as applicable, the Warrantholders) will notify their decision to tender, within
three months from upon closing of the Takeover Bid by receipt confirmed registered letter to Real and the thus
tendering Shareholders shall arrange for the contribution of their Shares.

3.15 Date of Payment and Issue of Offering Shares
Subject to the successful closing of the Takeover Bid (i.e. subject to the satisfaction or waiver of the conditions
precedent set forth under Section 3.7 above), the payment in cash and the delivery of the Offering Shares shall occur
within ten Business Days following the publication of the results of the Takeover Bid set forth above in Section 3.11,
regardless whether the Takeover Bid is subsequently re-opened or not.
In the event of a reopening of the Takeover Bid as set forth in Section 3.12 above, the payment in cash and the
delivery of the Offering Shares for the Shares tendered in the re-opened Takeover Bid shall take place within ten
Business Days following the publication of the results of the reopening of the Takeover Bid.
The date of the payment in cash and delivery of the Offering Shares will in any event be announced in the Belgian
financial press, De Tijd and L’Écho.

3.16 Costs
The organizational costs of the Takeover Bid will be borne by Real.
The consideration offered for the Shares and Warrants is a net consideration. Any taxation on stock exchange
transactions shall be borne by Real.
Real is of the opinion that the tax on stock exchange transactions amounts in the present case to 0.17%, with a
maximum amount of 500 Euro per transaction and per party. In the present case, the tax on stock exchange
transaction should only be on the 5.69 Euro.

3.17 Acceptance and Payment Services
The acceptance and payment services to the Sellers in respect of the Takeover Bid is provided in Belgium by KBC
Securities, in collaboration with KBC Bank and CBC Banque, free of charge.

3.18 Decision of Real Regarding the Takeover Bid — Commitment to Complete the Takeover Bid
On December 19, 2007, the board of directors of Real decided to launch the Takeover Bid in accordance with the
modalities and subject to the terms and conditions set forth to or referred to in this Prospectus. In accordance with
the Belgian legislation and the articles of association of Real, the board of directors of Real is competent to organize
the Takeover Bid.

3.19 Comments of the Board of Directors of Dolmen
In accordance with Articles 22 through 30 of the Takeover Act juncto Article 28 of the Takeover Decree, the board
of directors of Dolmen has reviewed the proposed transaction and the draft Prospectus as submitted by the CBFA.
The comments of the board of directors of Dolmen also include the position of the works council of Dolmen.
The comments of the board of directors of Dolmen have been integrated into the Prospectus.

3.20 Justification of the Takeover Bid Price for the Shares and the Warrants
3.20.1 The Shares
On December 20, 2007, Real committed to offer to the Dolmen Shareholders for the tender of their Shares under the
Takeover Bid and, as applicable, the squeeze-out a consideration of 5.69 Euro in cash and 32 Offering Shares.
The consideration reflects a premium of 38.9%, taking into account the closing price of the Real share (0.40 Euro)
and of the Dolmen share (13.31 Euro) on December 19, 2007. The consideration value is 18.01 Euro and the
premium is 41.3%, based on the average closing prices of the Real share (0.385 Euro) and the Dolmen Share (12.75
Euro) during a period of 30 calendar days prior to December 20, 2007.
In determining the above-indicated consideration for the Dolmen Shares, several factors have been taken into
account. To assess the value of Dolmen and the Dolmen Shares, it has inter alia looked at:
     •   Dolmen’s historic financial results and balance sheet position,
     •   Current Dolmen performance and market position,

                                                          57
      •    Expected future performance of Dolmen, and
      •    Valuation benchmarking against peers using relevant valuation metrics.
An important factor in the determination of the consideration for the Dolmen Shares were the negotiations between
Real and the Reference Shareholders.
In addition, and for the sake of completeness, considering the closing price of the Real share (0.28 Euro) and the
Dolmen Share (13.36 Euro) at the reference date of this Prospectus (January 30, 2008), the consideration value is
14.65 Euro which reflects an arbitrage margin of 9.7%. This arbitrage margin reflects the offer value over the
Dolmen share price post announcement of the transaction. The consideration value is 15.93 Euro and the arbitrage
margin is 6.8%, based on the average closing prices of the Real share (0.32 Euro) and the Dolmen Share (14.91
Euro) during a period of 30 calendar days prior to the date of this Prospectus.
The consideration for the Dolmen Shares can be compared in terms of different valuation methodologies:
      A)       Historical performance of the Dolmen share price
      B)       Equity research target share price
      C)       Valuation multiples of comparable companies
      D)       Precedent transactions valuation multiples
      E)       Historical bid premiums in the Belgian market
Below we will describe the different methodologies in more detail.
      Historical performance of the Dolmen share price
The historic share price development of the Dolmen Shares before announcement of the Takeover Bid gives a good
indication of its valuation by the financial markets.
The price of the Dolmen Shares has been moving in a 11 Euro and to 15 Euro bandwidth over the last 12 months. In
this period it has outperformed the BEL-20 index. The following diagram shows the price development of the
Dolmen Shares compared to the BEL-20. Furthermore, the volumes are reflected in this same graph.

€ 16.00                                                                                                                                                   90


                                                                                                                                                          80
€ 15.00
                                                                                                                                                          70


€ 14.00                                                                                                                                                   60


                                                                                                                                                          50
€ 13.00
                                                                                                                                                          40


€ 12.00                                                                                                                                                   30


                                                                                                                                                          20
€ 11.00
                                                                                                                                                          10


€ 10.00                                                                                                                                                    0
      20/12/2006 17/01/2007 14/02/2007 14/03/2007 11/04/2007 09/05/2007 06/06/2007 04/07/2007 01/08/2007 29/08/2007 26/09/2007 24/10/2007 21/11/2007 19/12/2007

                                          Dolmen Volume (in thousands) (rhs)        Dolmen Price (lhs)   BEL 20 Rebased (lhs)



The exchange ratio of the Real shares and the Dolmen Shares since January 1, 2006 has been varying between 5x
and 25x. This multiple represents the number of Real shares required to equal the value of one Dolmen Share at any
point in time during that period. The Takeover Bid offers the holder of one Dolmen Share 32 Real shares plus 5.69
Euro in cash.
An alternative way of representing the exchange ratio of the Takeover Bid is to adjust for the cash portion of the
consideration (i.e. assuming an “all share deal”). The exchange ratio in this case would be 46x Real shares for each
Dolmen Share.

3.20.2 Offer Premiums and Arbitrage Margins
In the December 20, 2007 press release announcing the Takeover Bid, the stated premiums of Real’s Takeover Bid
for 100% of Dolmen’s Shares and Warrants is 38.9%, based on the closing prices of Real and Dolmen on the last

                                                                               58
trading day prior to announcement (December 19, 2007), and 41.3%, based on the 30-day trailing average closing
prices of Real and Dolmen to December 19, 2007. In comparison, the offer premium and arbitrage margin tables
displayed below are based on daily Volume Weighted Average Prices (“VWAP”), defined as the ratio of the value
traded to the total volume traded over a day, which leads to slightly different premiums than have been stated in the
press release.
The tables below illustrate a range of offer premiums and arbitrage margins sensitized around the following
variables:
      •    Two different points in time: the offer premiums are calculated pre-announcement (with December 19,
           2007 reference date) and the arbitrage margins are calculated post-announcement (with January 30, 2008
           reference date);
      •    Three periods (12 months, 6 months and 3 months) and the latest spot prices (December 19, 2007 and
           January 30, 2008, respectively) are displayed;
      •    Different price points across these periods: high, low, and average over the indicated period; and
      •    The comparisons have been made across three sets of data in each of the points of time: Dolmen VWAP
           over the indicated period versus Real VWAP over the indicated period, Dolmen VWAP over the indicated
           period versus latest Real spot VWAP and latest Dolmen spot VWAP versus Real VWAP over the indicated
           period.

      Offer premiums as at December 19, 2007
Offer Premia Based on Average VWAP to Dec 19 2007
                                                                              Dolmen VWAP (Euro)                      Premium
Period                                                                      Low     High    Average         Low        High        Average

Latest 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . .      11.30    14.66     12.57      50.1%       76.0%        64.8%
Latest 6 months . . . . . . . . . . . . . . . . . . . . . . . . . . . .     12.04    14.66     13.12      40.9%       45.3%        44.5%
Latest 3 months . . . . . . . . . . . . . . . . . . . . . . . . . . . .     12.04    14.66     13.12      40.9%       30.5%        40.8%
Latest month . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    12.04    13.68     12.84      40.9%       36.6%        39.6%
VWAP on 19/12/2007: . . . . . . . . . . . . . . . . . . . . . . .                              13.57                               36.0%

Source: Factset (as at market close on 19 December 2007)
Note: Based on consideration of 5.69 Euro in cash and 32 Real shares valued at the average VWAP for the period in question Premia calculated
on Dolmen average VWAP for the period in question

Offer Premia Based on Dec 19 2007 Real VWAP and Dolmen Average VWAP Over the Period
                                                                                Dolmen VWAP (Euro)                    Premium
Period                                                                      Low       High    Average       Low         High       Average

Latest 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . .      11.30    14.66     12.57      63.3%       25.9%        46.8%
Latest 6 months . . . . . . . . . . . . . . . . . . . . . . . . . . . .     12.04    14.66     13.12      53.3%       25.9%        40.7%
Latest 3 months . . . . . . . . . . . . . . . . . . . . . . . . . . . .     12.04    14.66     13.12      53.3%       25.9%        40.7%
Latest month . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    12.04    13.68     12.84      53.3%       34.9%        43.7%
VWAP on 19/12/2007: . . . . . . . . . . . . . . . . . . . . . . .                              13.57                               36.0%

Source: Factset (as at market close on 19 December 2007)
Note: Based on consideration of 5.69 Euro in cash and 32 Real shares valued at Real VWAP of A0.40 on Dec 19 2007 Premia calculated on
Dolmen average VWAP for the period in question




                                                                           59
Offer Premia Based on Dec 19 2007 Dolmen VWAP and Real Average VWAP Over the Period

                                                                                    Real VWAP (Euro)                      Premium
Period                                                                          Low       High     Average      Low         High     Average

Latest 12 months . . . . . . . . . . . . . . . . . . . . . . . .     .....      0.35      0.63       0.47      25.0%       90.2%      52.6%
Latest 6 months . . . . . . . . . . . . . . . . . . . . . . . . .    .....      0.35      0.49       0.41      25.0%       57.0%      39.7%
Latest 3 months . . . . . . . . . . . . . . . . . . . . . . . . .    .....      0.35      0.42       0.40      25.0%       41.0%      36.1%
Latest month . . . . . . . . . . . . . . . . . . . . . . . . . . .   .....      0.35      0.41       0.38      25.0%       37.7%      32.1%
VWAP on 19/12/2007: . . . . . . . . . . . . . . . . . . . .          .....                           0.40                             36.0%

Source: Factset (as at market close on 19 December 2007)
Note: Based on consideration of 5.69 Euro in cash and 32 Real shares valued at the average VWAP for the period in question Premia calculated
on Dolmen VWAP of A13.57 on Dec 19 2007


      Arbitrage margins/premiums as at January 30, 2007

Arbitrage Margin Based on Average VWAP to Jan 30 2008

                                                                                Dolmen VWAP (Euro)                     Arbitrage Margin
Period                                                                       Low          High     Average      Low         High     Average

Latest 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . .      11.63        16.83      12.96      25.7%       46.5%      52.9%
Latest 6 months . . . . . . . . . . . . . . . . . . . . . . . . . . . .     12.04        16.83      13.61      21.5%       14.1%      33.5%
Latest 3 months . . . . . . . . . . . . . . . . . . . . . . . . . . . .     12.04        16.83      13.90      21.5%       13.7%      26.1%
Latest month . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    13.24        16.62      14.89      10.4%        8.5%       6.5%
VWAP on 30/01/2008: . . . . . . . . . . . . . . . . . . . . . . .                                   13.40                              9.5%

Source: Factset (as at market close on 30 January 2008)
Note: Based on consideration of 5.69 Euro in cash and 32 Real shares valued at the average VWAP for the period in question Arbitrage margin
calculated on Dolmen average VWAP for the period in question


Arbitrage Margin Based on Jan 30 2008 Real VWAP and Dolmen Average VWAP Over the Period

                                                                                Dolmen VWAP (Euro)                    Arbitrage Margin
Period                                                                       Low         High      Average      Low         High     Average

Latest 12 months . . . . . . . . . . . . . . . . . . . . . . . . . .       11.63         16.83     12.96       26.1%      (12.8%)     13.2%
Latest 6 months . . . . . . . . . . . . . . . . . . . . . . . . . . .      12.04         16.83     13.61       21.9%      (12.8%)      7.8%
Latest 3 months . . . . . . . . . . . . . . . . . . . . . . . . . . .      12.04         16.83     13.90       21.9%      (12.8%)      5.6%
Latest month . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     13.24         16.62     14.89       10.8%      (11.7%)     (1.5%)
VWAP on 30/01/2008: . . . . . . . . . . . . . . . . . . . . . .                                    13.40                               9.5%

Source: Factset (as at market close on 30 January 2008)
Note: Based on consideration of 5.69 Euro in cash and 32 Real shares valued at Real VWAP of A0.28 on Jan 30 2008 Arbitrage margin calculated
on Dolmen average VWAP for the period in question


Arbitrage Margin Based on Jan 30 2008 Dolmen VWAP and Real Average VWAP Over the Period

                                                                                       Real VWAP (Euro)                Arbitrage Margin
Period                                                                             Low      High     Average     Low        High     Average

Latest 12 months . . . . . . . . . . . . . . .     ...............               0.28      0.59       0.44      9.1%       84.0%      47.9%
Latest 6 months. . . . . . . . . . . . . . . .     ...............               0.28      0.42       0.39      9.1%       43.3%      35.5%
Latest 3 months. . . . . . . . . . . . . . . .     ...............               0.28      0.42       0.37      9.1%       42.8%      30.8%
Latest month . . . . . . . . . . . . . . . . . .   ...............               0.28      0.39       0.32      9.1%       34.5%      18.3%
VWAP on 30/01/2008:. . . . . . . . . . .           ...............                                    0.28                             9.5%

Source: Factset (as at market close on 30 January 2008)
Note: Based on consideration of 5.69 Euro in cash and 32 Real shares valued at the average VWAP for the period in question Arbitrage margin
calculated on Dolmen VWAP of A13.40 on Jan 30 2008

                                                                           60
      Equity research target price
Dolmen is covered by three equity research analysts. Fortis (Buy), KBC Securities (Buy) and Petercam (Hold) are
covering the stock and have an average target price for the Dolmen Shares of 15.30 Euro. The consideration of 18.49
Euro (based on the December 19, 2007 share price of Real of 0.40 Euro) represents a 21% premium compared to the
average target price of the equity research analysts.
                                                                                              Target price     Premium
Broker                                                                  Recommendation          (Euro)           (%)          Date of report

Fortis Bank . . . . . . . . . . . . . . . . . . . . . . .    ........        Buy                 15.30          20.8%          12/13/2007
KBC Securities . . . . . . . . . . . . . . . . . . . .       ........        Buy                 15.00          23.3%          11/30/2007
Petercam . . . . . . . . . . . . . . . . . . . . . . . . .   ........        Hold                15.60          18.5%          10/16/2007
Average . . . . . . . . . . . . . . . . . . . . . . . . .    ........                            15.30          20.9%

Source: Factset (as at market close on December 19, 2007)
Note: Based on consideration of 18.49 Euro, consisting of 5.69 Euro in cash and 32 Offering Shares valued at 0.40 Euro (Real’s share’s closing
stock exchange trading price) on December 19, 2007 per Dolmen share

Since the announcement of the intended transaction, further research has been published by KBC Securities, Fortis
and Petercam on December 21, 2007. KBC Securities has changed its target price to 18.80 Euro in light if the
published offer value and its recommendation to “accept the offer” (from Buy). Fortis maintained its Buy
recommendation, 15.30 Euro target price and recommended acceptance of the offer. Petercam has maintained
its target price of 15.60 Euro.

      Valuation multiples of comparable companies
In Europe there are several comparable companies to Dolmen which are publicly listed. The table below provides
certain valuation ratios for this peer group (Enterprise Value / EBITDA and Price / Earnings).




                                                                        61
The Enterprise Value is calculated as the equity value plus the most recent value of the net debt. The equity value is
calculated as the share price times the number of shares outstanding.
                                                      FD Capitalization
                                                                                                                               Enterprise Value
                                                            Equity
                                          Local            Market                        P/E Multiples                            EBITDA
COMPANY (FYE)                            Currency    Value (lcl curr in m)       CY07       CY08         CY09        CY07           CY08          CY09

IT Services:
Capgemini (Dec.) . . . . . . . .          EUR              5,596             13.7x         11.2x         10.2x        6.1x           5.2x          4.8x
LogicaCMG PLC (Dec.). . .                 GBP              1,824             17.4x         14.1x         13.5x        9.5x           8.2x          7.8x
Indra Sistemas S.A.
  (Dec.) . . . . . . . . . . . . . .      EUR              3,045             19.7x         16.6x         14.6x      12.8x          11.1x          10.0x
Atos Origin (Dec.) . . . . . . .          EUR              2,598             17.1x         12.4x          9.5x       7.4x           6.3x           5.4x
TietoEnator Oyj (Dec.) . . . .            EUR              1,132             16.4x         12.3x         10.5x       8.7x           7.3x           6.5x
Groupe Steria S.A. (Dec.). .              EUR                533              7.8x          7.0x          6.0x       8.3x           7.2x           6.4x
Axon Group PLC (Dec.) . .                 GBP                316             13.8x         11.9x         10.9x       8.7x           7.7x           7.0x
Sopra Group (Dec.) . . . . . .            EUR                651             12.5x         11.1x         10.1x       8.7x           7.9x           7.4x
Detica Group PLC (Mar.) . .               GBP                240             15.9x         12.7x         11.0x       9.1x           7.3x           6.3x
IDS Scheer AG (Dec.) . . . .              EUR                466             19.4x         14.6x         11.8x       8.5x           6.7x           5.7x
EDB Business Partner ASA
  (Dec.) . . . . . . . . . . . . . .     NKO               3,663             11.4x         10.3x          9.5x        7.2x           6.7x          6.5x
Bull S.A. (Dec.) . . . . . . . . .       EUR                 385             21.9x         14.0x         11.7x        5.7x           4.4x          3.9x
Engineering Ingegneria
  Infor. (Dec.) . . . . . . . . . .       EUR                 360            13.3x         11.4x          9.9x        5.6x           5.1x          4.8x
Phoenix IT Group PLC
  (Mar.) . . . . . . . . . . . . . .      GBP                 226            12.6x         10.4x          9.0x        7.2x           5.7x          5.2x
GFI Informatique S.A.
  (Dec.) . . . . . . . . . . . . . .      EUR                 371            13.9x         11.6x         10.6x      10.0x            8.7x          8.1x
IT Network Resellers
Dimension Data Holdings
  Ltd. (Sep.) . . . . . . . . . . .      USD                 968             22.9x         23.1x         19.4x       7.8x            6.6x          5.8x
Ementor ASA (Dec.) . . . . .             NKO               3,917             13.3x          9.4x          8.1x      10.6x            8.2x          7.0x
Econocom Group S.A.
  (Dec.) . . . . . . . . . . . . . .      EUR                 187            10.6x             9.5x       8.6x        5.0x           4.5x          4.5x
Morse PLC (Jun.) . . . . . . .            GBP                  81             8.9x             7.5x       6.5x        3.9x           3.5x          3.1x
Computerland UK PLC
  (Apr.) . . . . . . . . . . . . . . .    GBP                  22                 NA           NA          NA             NA          NA           NA
Computacenter PLC
  (Dec.) . . . . . . . . . . . . . .      GBP                 277            10.6x          9.3x          8.5x        5.4x           5.1x          5.0x
Mean . . . . . . . . . . . . . . . .                                         14.6x         12.0x         10.5x        7.8x           6.7x          6.1x
Median . . . . . . . . . . . . . . .                                         13.7x         11.5x         10.1x        8.1x           6.7x          6.1x

Source: IBES consensus estimates and Broker Research

In the table the focus should be on the IT Network Resellers which are the best comparable to Dolmen. The implied
multiples of the Takeover Bid on an EV/EBITDA and P/E basis show a premium compared to comparable trading
companies of respectively 45%-74% and 57%-86% depending on which year one chooses (i.e. 2007, 2008 or 2009).
                                                                                                       Enterprise Value

                                               Equity Market Value                 P/E Multiples                                 EBITDA
Company                                          thousand Euro            CY07          CY08          CY09        CY07            CY08            CY09

Dolmen . . . . . . . . . . . . . . . . . . .        132,000               18.8x         17.7x         15.8x        8.2x             8.9x           8.5x
% difference to IT
Network Resellers
peer group . . . . . . . . . . . . . . . . .                            56.7%           70.1%         85.7%      45.4%           74.4%        70.3%

Source: IBES consensus estimates and Broker Research

The consideration for the equity is split between an amount for the Shares and an amount for the Warrants. The net
debt position to calculate the Enterprise Value of Dolmen is an estimate of the gross debt at available cash number at
the time the offer is made.

                                                                       62
     Precedent transactions valuation multiples
The median of multiples of precedent transactions in the IT services small cap space is around 11x Enterprise Value
/ EBITDA (for the latest 12 months).
However there are no real precedent transactions which can be deemed comparable to the Dolmen transaction to be
able to focus on this methodology.

     Historical bid premiums in the Belgian market
The table below shows the premiums paid for public transactions in Belgium from 2002-2007 (average and
median). Only transactions are included which have led to a change of control.
For all transactions included in this analysis the premiums have been calculated as the price offered for the target
compared to the price in the period before the offer was announced (1 day, 1-week, 2-weeks, 3-weeks and 30 days).
                                                                       Bid premia
  Date                                                               before announ- One     Two     Three     Four    30 day
announced                Target                     Acquiror          cement (%) week (%) week (%) week (%) week (%) avg. (%)

26/10/2006   Quick Restaurants SA        Caisse Des Depots ET             (0.8)     27.3     29.2     28.4     31.2    28.9
                                         Consignations
22/09/2006   Carrieres Unies de          Vinci SA                       (11.7)      (10.9)   (7.2)    (8.3)    (6.4)   (11.2)
             Porphyre SA
27/06/2006   Carestel NV                 Autogrill S.P.A.                12.4       11.6     11.4     11.1     11.1    11.0
20/04/2006   Ubizen NV                   JP Morgan Chase & Co.           22.8       27.3     21.4     14.8     16.7    18.2
14/03/2006   Associated Weavers          Beaulieu Kruishoutem NV         32.5       45.3     50.7     53.4     53.9    50.7
             International NV
18/11/2005   Neuhaus SA                  Compagnie Du Bois               17.0       18.9     17.7     17.7     16.0    15.3
                                         Sauvage SA
29/09/2005   Telindus NV                 Belgacom NV                     42.5       46.5     48.5     55.9     64.0    55.0
23/06/2005   Keytrade Bank SA            Credit Agricole SA               9.2       10.7     10.5     12.9     13.8    11.5
14/06/2005   Solvus NV                   United Services Group           43.8       50.3     47.6     47.2     43.8    46.5
23/12/2004   Almanij NV                  KBC Bank and Insurance           4.1        3.4     14.8     14.7     16.4    16.4
                                         Holding Company NV
09/11/2004   Trust Capital Partners NV   Mr. Christian Dumolin           47.7        NA      40.7     45.3      NA      52.2
30/06/2004   BMT NV                      The Seynaeve Family              5.9       10.9     13.6     10.1      NA     (18.5)
24/05/2004   Ubizen NV                   Bank One Corporation            29.6       30.4     24.3     25.0     31.3     26.5
06/04/2004   Societe Belge DES Betons    Orascom Construction            16.3       25.1     36.2     28.8     22.2     28.1
             SA                          Industries Sae / Manco
                                         Investment Company
16/01/2004   Ubizen NV                   Bank One Corporation            59.0       55.3     48.3     45.1     46.7    39.0
12/12/2003   Ubizen NV                   Apax Partners NV, Kennet        14.5       11.8      6.7      4.4      5.6     0.0
                                         Venture Partners Ltd, KBC
                                         Investco NV
18/02/2003   Best of Group / Best of     Morex Belgium                   11.1        NA       NA      NA        NA      NA
             Internet SA
29/11/2002   Ontex NV                    Candover Investments PLC        16.5       18.0     21.1     22.8     26.0    26.2
12/07/2002   Fidelity Net Marketing NV   Brant Beheer NV                 25.0        NA       NA       NA     (11.4)   39.7
             Average                                                     24.1       26.2     27.7     27.3     28.5    29.1
             Median                                                      17.0       25.1     22.8     23.9     24.1    27.3

Source: M&A Monitor
Note: “Average” has no negative premiums included

For all transactions included in this analysis the premiums have been calculated as the price offered for the target
compared to the price in the period before the offer was announced (1 day, 1-week, 2-weeks, 3-weeks and 30 days).




                                                                63
                                                                                     28.5%     29.1%
                                                                 27.7%     27.3%                    27.3%
                                                   26.2%
                                   24.1%                    25.1%               23.9%     24.1%
                                                                      22.8%

                                        17.0%




                               Bid Premia  1 week                    2 week        3 week           4 week   30 Day avg.
                                 Before
                              Announcement
                                                                      Average       Median



3.20.3 The Warrants
Real offers to each of the Warrantholders a consideration based on (inter alia) the class of Warrants held by the
Warrantholders. The consideration in cash and Offering Shares for the Warrantholders will be the same as the
consideration for the Shares. The table below provides an overview of the consideration for the Warrants per class of
Warrants and for each of these classes the amount of cash and Offering Shares offered under the consideration.
                                                                              Value of                                                          Total
                                                          Strike Intrinsic      share                          Total       Cash / Offer Value Value of
                           Exercise Period                 Price Value        portion Number of Shares /       Cash       Warrant / Warrant     Offer
Year                       Start        End        Number (Euro) (Euro)        (Euro)  shares Warrant         (Euro)      (Euro)    (Euro)     (Euro)
2000 . . . . . . . . . . . 01/09/2008 30/09/2008   10,000    18.34   0.15       19,850     50,000       5        6,500     0.65      2.64        26,350
2001 . . . . . . . . . . . 01/09/2009 30/09/2009   10,000     9.72   8.77       63,520    160,000      16       27,800     2.78      9.13        91,320
2005 . . . . . . . . . . . 01/01/2009 30/01/2009   11,750     9.98   8.51       74,636    188,000      16       34,193     2.91      9.26       108,829
                           01/09/2010 30/09/2010
2006 . . . . . . . . . . . 01/01/2010 30/01/2010   11,750    10.50   7.99       74,636    188,000      16       34,310     2.92      9.27       108,946
                           01/09/2011 30/09/2011
2007 . . . . . . . . . . . 01/01/2011 30/01/2011   11,750    12.81   5.68       69,971    176,250      15       29,140     2.48      8.44        99,111
                           01/09/2012 30/09/2012
TOTAL . . . . . . . . .                            55,250                    302,613.25   762,250            131,942.50                      434,555.75


Note: Intrinsic value of warrants calculated from offer price of A18.49 per Dolmen share

The Warrants are not publicly traded on a public exchange. Accordingly, there is no reference price for the Warrants
(contrary to the Shares). The value of the Warrants was determined based on the Black & Scholes valuation
methodology, a common valuation methodology to assess the value of warrants and options. It reflects the intrinsic
value and the time value of an option. The valuation model uses the offer price, the strike price, interest rates,
dividends and the volatility of the underlying share. The volatility reflects the changes in the share price during a
given period. The warrant value will be higher than the intrinsic value of the Warrant because of the time value.

3.21 Tax Treatment of the Takeover Bid
The following is a summary of certain Belgian income tax consequences of the Takeover Bid. It is based on the tax
laws and administrative interpretations applicable in Belgium as presently in effect and is subject to changes,
including changes that could have a retroactive effect. The following summary does not take into account or discuss
the tax laws of any country other than Belgium, nor does it take into account the individual circumstances of each
investor. Prospective Sellers should consult their own advisers as to the Belgian and foreign tax consequences of the
Takeover Bid.
For the purpose of this summary, a Belgian resident is an individual subject to Belgian personal income tax (i.e. an
individual who has his domicile in Belgium or has his seat of wealth in Belgium, or a person assimilated to a Belgian
resident), a company subject to Belgian corporate income tax (i.e. a company that has its registered office, its main
establishment, its administrative seat or its seat of management in Belgium) or a legal entity subject to the Belgian
income tax on legal entities (i.e. a legal entity other than a company subject to the corporate income tax, that has its
registered office, its main establishment, its administrative seat or its seat of management in Belgium). A Belgian
non-resident is a person that is not a Belgian resident.

                                                                              64
3.21.1 Tax on the Transfer of the Shares

     Belgian resident individuals

Private investors who are Belgian residents are, as a general rule, not subject to Belgian income tax on capital gains
realized upon the transfer of the Shares, unless the capital gain is the result of speculation or cannot be characterized
as the normal management of a private estate, in which case the capital gain is subject to a 37.8% tax (to be increased
with municipal surcharges). Losses realized upon the transfer of the Shares are generally not tax deductible.

Individual Belgian residents who hold the Shares for professional purposes are taxable at the ordinary progressive
income tax rates on any capital gains realized upon the transfer of the Shares, except for Shares held for more than
five years, which are taxable at a separate rate of 16.5% (to be increased with municipal surcharges). Capital losses
on the Shares incurred by individual Belgian residents who hold the Shares for professional purposes are in
principle tax deductible.

     Belgian resident companies

Belgian resident companies and companies with a tax residence outside Belgium holding Shares through a
permanent establishment or a fixed base in Belgium are generally not subject to Belgian income tax on capital gains
realized upon the transfer of the Shares. Losses realized upon the transfer of the Shares are generally not tax
deductible.

     Legal entities subject to Belgian income tax on legal entities

Legal entities subject to the Belgian income tax on legal entities are in principle not subject to Belgian income tax
on capital gains realized upon the transfer of the Shares. Losses realized upon the transfer of the Shares are generally
not tax deductible.

     Non-resident individuals or companies

A non-resident who does not hold the Shares through a permanent establishment or fixed base in Belgium will
generally not be subject to Belgian income tax on capital gains realized upon the transfer of the Shares.

3.21.2 Taxation upon Transfer of the Warrants

In accordance with their issuance conditions, the Warrants are not transferable. Although the Takeover Bid also
applies to the Warrants, they cannot be offered within the framework of the Takeover Bid. Real understands that
Dolmen shall not amend the non-transferable nature of the Warrants.

If, during the Takeover Bid, the Warrants become exercisable in accordance with their initial conditions, then the
Warrantholders can (in accordance with the applicable conditions) exercise the respective Warrants and offer the
acquired Shares in the Takeover Bid. If such is the case, the tax implications as described above shall generally
apply. The exercise of Warrants in accordance with their initial conditions has, as a general rule, no additional
income tax or social security consequences for the Warrantholder, unless the Warrantholder would have committed
not to exercise his Warrants before the end of the third calendar year following the calendar year of their grant and
would no longer comply with such undertaking when exercising his Warrants.

The sale of non-transferable Warrants, will, however, in accordance with Article 513 of the Belgian Company Code,
be possible within the framework of a possible squeeze-out offer. Forced transfers within the framework of a
squeeze-out offer should normally not trigger additional income tax consequences for Belgian resident individuals,
because such a transfer should be considered as a case of force majeure. In certain other cases involving similar
transactions, the Belgian tax administration has confirmed in the past that such transfer due to a squeeze-out offer is
indeed a case of force majeure and should consequently not trigger any income tax consequences. Real has, in the
framework of the Takeover Bid, not requested a formal or informal ruling from the Belgian Ruling Commission or
the Belgian Tax Administration with respect to such an issue. Should the Belgian Tax Administration not share the
viewpoint that a transfer due to a squeeze-out offer is a case of force majeure, then additional income tax
consequences may be triggered.

Forced transfers of Warrants within the framework of a squeeze-out offer, shall, for Belgian resident companies,
normally be taxable for corporate income tax purposes.

                                                           65
3.21.3 Tax on Stock Exchange Transactions
The purchase and the sale and any other acquisition or transfer for consideration in Belgium, through a “profes-
sional intermediary”, of existing shares (secondary market) is subject to the tax on stock exchange transactions,
generally in the amount of 0.17% of the purchase price, capped at 500 Euro per transaction and per party.
No tax on stock exchange transactions is however payable by (i) professional intermediaries described in articles 2,
9™ and 10™ of the Belgian Act of August 2, 2002 on the supervision of the financial sector and financial services,
acting for their own account; (ii) insurance companies described in Article 2, §1 of the Belgian Act of July 9, 1975
on the supervision of insurance companies acting for their own account, (iii) provident institutions described in
Article 2, 1™ of the Belgian Act of October 27, 2006 on the supervision of provident institutions acting for their own
account; or (iv) collective investment institutions acting for their own account.
Real is of the opinion that the tax on stock exchange transactions amount in the present case to 0.17%, with a
maximum amount of 500 Euro per transaction and per party. In the present case, the tax on stock exchange
transaction should only be on the 5.69 Euro and not on the 32 Offering Shares.
Any costs in connection with the tax on stock exchange transactions will be borne by Real.

4. General Information Relating to the Offering and Admission to Listing on Euronext Brussels of the
   Shares and the VVPR Strips in Real
4.1   The Offering
4.1.1 Object of the Offering
The Offering relates to a maximum of 227,770,346 new Offering Shares (with a maximum of 227,770,346 VVPR
strips related thereto) to be issued by the board of directors of Real in the framework of the Takeover Bid. This
amount is determined based upon the number of outstanding Dolmen Shares and Warrants at the date of this
Prospectus and may need to be revisited in certain circumstances, notably, if certain Warrants would be exercised
(see Section 6.5.8).
The Offering is subject to the successful closing of the Takeover Bid as set forth in Section 3.7.
On December 19, 2007, the board of directors of Real decided in principle to carry out the Takeover Bid and
accordingly, subject to the successful closing of the Takeover Bid (i.e. subject to the satisfaction or waiver of the
conditions precedent set forth under Section 3.7), to implement the Offering. Real envisages to perform the
issuance of the maximum 227,770,346 Offering Shares and the concurrent capital increase, subject to the successful
closing of the Takeover Bid (i.e. subject to the satisfaction or waiver of the conditions precedent set forth under
Section 3.7), and under the condition precedent of and to the extent of, the contribution in kind into the share capital
of Real of the Shares and Warrants of Dolmen that would be tendered under a Takeover Bid or, as the case may be, a
subsequent squeeze-out, in accordance with the terms and conditions as set forth in or as referred to in this
Prospectus (including, for the avoidance of doubt, the Undertaking) by a resolution of the board of directors of Real,
within the framework of the authorized capital of Real (the “Capital Increase”).(20)
The Capital Increase takes place in the framework of the Takeover Bid of all outstanding Securities of Dolmen.
Specifically, Real offers all Shareholders and Warrantholders of Dolmen to tender all their respective Securities in
the framework of the Takeover Bid to Real. All 227,770,346 newly to be issued Offering Shares are offered within
the framework of the present Offering and within the framework of the Takeover Bid and specifically relate to the




(20) It should be noted that depending on the timing and the other particular circumstances of the further implementation of the Takeover Bid
     and the Offering, the thus specified Capital Increase may require to be formalized in more than one board resolution.

                                                                    66
tender of the Shares of Dolmen to Real. The consideration offered by Real for the Shares and the Warrants consists
of the following cash and share compensation:
                                                                                       Consideration offered by Real
Class of Security                                                                   Share portion       Cash portion (Euro)

for the Shares
   Per Dolmen Share . . . . . . .   .............................              32 Offering Shares               5.69
for the Warrants
   Per Dolmen Warrant 2000 .        .............................               5   Offering   Shares           0.65
   Per Dolmen Warrant 2001 .        .............................              16   Offering   Shares           2.78
   Per Dolmen Warrant 2005 .        .............................              16   Offering   Shares           2.91
   Per Dolmen Warrant 2006 .        .............................              16   Offering   Shares           2.92
   Per Dolmen Warrant 2007 .        .............................              15   Offering   Shares           2.48
The final number of Offering Shares to be issued shall depend upon the number of Shares and Warrants effectively
contributed into the share capital of Real. The Capital Increase and the issuance of the Offering Shares shall only
become effective at closing of the Takeover Bid (i.e. subject to the satisfaction or waiver of the conditions precedent
set forth under Section 3.7 above).
If the Capital Increase is not fully subscribed to, the board of directors of Real has the right, but not the obligation, to
proceed with a capital increase for a reduced amount through the issuance of such number of Offering Shares that
will have been subscribed to and that will have been accepted by Real within the framework of the Takeover Bid and
the Offering.
If all 227,770,346 Offering Shares were to be issued, 14,296,722.08 Euro shall be booked as share capital (kapitaal/
capital), and the remainder will be booked as share premium (uitgiftepremie/prime d’émission).
All Offering Shares will include a separately tradable VVPR strip, representing the right to a reduced withholding
tax, so-called “VVPR” right (verlaagde voorheffing/précompte réduit).

4.1.2 Key Information
     Working capital statement
Real considers that, in its opinion, the working capital is sufficient for its present requirements, including (taking
account of the publicly available information regarding Dolmen) in the event of a successful completion of the
Takeover Bid.

     Capitalization and indebtedness
The following tables set forth Real’s capitalization and indebtedness as at December 31, 2007.
These tables should be read in conjunction with Real’s respective (audited) financial statements, including the notes
thereto (see Section 5.13).




                                                            67
                                                                                                                                           December 31, 2007
                                                                                                                                             thousand Euro

CAPITALIZATION
  Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   .         7,076
  Cash equivalent(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         .        41,000
  Trading securities(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          .         9,992
Liquidity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    .        58,068
  Current financial receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             .             0
  Current bank debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          .         5,286
  Current portion of non current debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  .           310
  Other current financial debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             .         1,723
Total current financial debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               .         7,319
Net current financial indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   .       (50,749)
  Non current bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             .             0
  Bonds issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         .        55,552
  Other non current loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            .         4,391
Non current financial indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    .        59,943
Net financial indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               .         9,194
  Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      .        17,808
  Share premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          .        14,007
  Retained earnings (excl. profit current year 2007) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                         .        (6,153)
Shareholders equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            .        25,662
INDEBTEDNESS
Total current debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         .         7,319
  Guaranteed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       .             0
  Secured(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     .         5,596
  Unguaranteed/unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               .         1,723
Total non current debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             .        59,943
  Guaranteed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       .             0
  Secured(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     .         2,547
  Unguaranteed /unsecured. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               .        57,396

(1)    Includes 5,286 thousand Euro factoring in our French affiliate Airial Conseil SA and 310 thousand Euro of current portion of financial
       lease (see Note 2, below)
(2)    Secured by financial lease on Kontich head office (land, building and equipment).
(a)    Restricted cash for the Dolmen acquisition
(b)    Represent SICAV’s


       Interest of physical and legal persons involved in the offering
None of the existing Real shares will be offered in the framework of the Offering.
Real will not subscribe to the Offering Shares and is not aware of any of its shareholders’ intention to subscribe to
the Offering Shares.

       Reasons for the offering
The Offering of the Real shares is structured in the framework of the Takeover Bid, , and forms an integral part
thereof. Specifically, Real wishes to acquire all outstanding Shares and Warrants of Dolmen in order to be able to
combine, preferably after a subsequent merger of the two companies, the complementary technologies, products,
services, know-how and experience of Dolmen and Real. For more information, reference is made to Section 2.2
and Section 2.3 above.
The consideration offered for the contribution of the Shares into the share capital of Real in accordance with this
Prospectus consists of a consideration in cash and a consideration in kind (in the form of Real shares), as further set
forth in Section 3.6.
By tendering their Shares in Dolmen to Real, the Shareholders of Dolmen will become, subject to the successful
closing of the Takeover Bid (i.e. subject to the satisfaction of waiver of the conditions precedent set forth under
Section 3.7 above), shareholders of Real. Consequently, the Shareholders of Dolmen will have a continued
(indirect) participation and interest in Dolmen and in the combined businesses of Real and Dolmen.

                                                                              68
4.1.3 Information Concerning the Real Shares and the VVPR Strips to be Offered / Admitted to Trading
     Form of the Real shares and the VVPR strips
All Offering Shares (including the simultaneously issued but separately tradable, VVPR strips) will be demate-
rialized shares, governed by the relevant provisions of Real’s articles of association, notably Article 11 of Real’s
articles of association.
Holders of dematerialized shares may request that their shares be converted into registered shares at any time,
subject to the provisions set forth in Article 11 of Real’s articles of association and applicable law. Any costs
incurred by the conversion of the dematerialized shares will be borne by the shareholder.
All of the offered Real shares and VVPR strips will be fully paid upon their delivery. None of the Offering Shares
will be subject to any lock-up. Real has applied for the admission of the Offering Shares to the trading on Euronext
Brussels. The physical delivery of Real shares is no longer permitted.

     Description of the rights attached to the Real shares
All offered Real shares will essentially have the same rights and benefits as the currently outstanding shares issued
by Real, save that unlike all previously issued and currently outstanding Real shares, the Offering Shares will, upon
their issuance benefit from the right to a reduced withholding tax (see below), the so-called “VVPR” right
(verlaagde voorheffing/précompte réduit).
For a further general description of the currently outstanding Real shares and the rights and benefits attached
thereto, reference is made to Section 5.4.2.
•   Dividends
Real has not, unlike Dolmen, distributed any dividends in the past five financial years. Real intends to invest in its
further growth. However, Real may review its dividend policy at any time.
The offered Real shares will be entitled to a share in the profits as of January 1, 2008 and are therefore entitled to
dividends, if and when declared, for the financial year closed on December 31, 2008 (or March 31, 2008, if the
envisaged realignment of the financial years of Real and Dolmen as currently envisaged would be actually
implemented by then or not; see below) and the following financial years. For further information on the declaration
and payment of dividends, see also Section 5.4.2. With a view to aligning the financial years of Real and Dolmen,
Real considers convening a shareholders’ meeting in order to make its financial year commence on April 1 and end
on March 31 of each calendar year. In that case, the transitional financial year would end on March 31, 2008 and
Offering Shares issued before that date would be fully entitled to dividends for that year.
Belgian law and Real’s articles of association do not require Real to declare dividends. Real has also not put any
specific dividend policy in place and does not foresee distributing dividends in the short to medium term.
Notwithstanding the latter, upon completion of this Offering, the board of directors of Real may from time to time
decide to change its dividend policy. If so, a declaration of dividends will be based upon Real’s earnings, financial
condition, capital requirements and other factors considered important by the board of directors.
•   VVPR
The new Real shares will benefit from the right to a reduced withholding tax, the so-called “VVPR” right (verlaagde
voorheffing/précompte réduit). This right will be represented by a separately tradable VVPR strip, issued as part of
the Offering Shares. The VVPR strip will be issued by the board of directors of Real simultaneously with the Real
shares and allocated in parallel with the underlying new Real shares to the tendering Shareholders and tendering
Warrantholders.
For further information about applicable taxes, see Section 4.8.
•   Other rights attached to the Real shares
For an overview and information with regard to the other rights, such as voting rights, pre-emption rights, right to
share in Real’s profits, right to share in any surplus in the event of liquidation, redemption provisions, etc., reference
is made to Section 5.4.2.

     Corporate approvals
As indicated in Section 3.9.2 above, the board of directors of Real was conferred the authority to increase Real’s
share capital by 17,807,903.55 Euro, in the framework of the authorized capital of Real, in accordance with the

                                                           69
resolution of the general shareholders’ meeting of Real taken on October 2, 2007 and as set forth in Article 6 of the
articles of association of Real.
As per the date of this Prospectus, the board of directors of Real still has only used this authority to increase the
company’s capital by 34,142.05 Euro, through the issuance of 534,489 shares. Accordingly, Real’s board of
directors is authorized to increase the company’s share capital with a maximum amount of 17,773,761.50 Euro,
excluding issuance premiums, if any. This enables the board of directors to issue a maximum of 282,930,958 new
shares (at a fraction value of 0.06282 Euro per share to be allocated to the company’s share capital, and excluding
issuance premiums, if any).
On December 19, 2007, the board of directors of Real decided in principle to carry out the Takeover Bid and
accordingly, subject to the successful closing of the Takeover Bid (i.e. subject to the satisfaction or waiver of the
conditions precedent set forth under Section 3.7), to implement the Offering. Real envisages to perform the
issuance of the maximum 227,770,346 Offering Shares and the concurrent capital increase, subject to the successful
closing of the Takeover Bid (i.e. subject to the satisfaction or waiver of the conditions precedent set forth under
Section 3.7), and under the condition precedent of and to the extent of, the contribution in kind into the share capital
of Real of the Shares and Warrants of Dolmen that would be tendered under a Takeover Bid or, as the case may be, a
subsequent squeeze-out, in accordance with the terms and conditions as set forth in or as referred to in this
Prospectus (including, for the avoidance of doubt, the Undertaking) by a resolution of the board of directors of Real,
within the framework of the authorized capital of Real (the “Capital Increase”)(21).

4.1.4 Terms and Conditions of the Offering
      Conditions and nature of the offering
The Offering consists of a maximum of 227,770,346 new Real shares. The Offering Shares will benefit from the
right to a reduced withholding tax, so-called “VVPR” right (verlaagde voorheffing/précompte réduit) which which
be represented by a separate VVPR strip (see Section 4.8).
The Offering is subject to the successful Takeover Bid in accordance with the terms and conditions as set forth in
this Prospectus (see Section 3 above), including, but not limited to, the fulfillment or waiver of certain conditions
precedent as further set forth in Section 3.7above.
The Offering is structured in the framework of the authorized capital of Real and is organized as a public offering to
the Shareholders of Dolmen.

      Offering price
The Offering Shares can only be subscribed for by means of a contribution in kind of the Shares and Warrants. Such
contribution in kind will be partially remunerated in cash and partially in Offering Shares. The number of Offering
Shares to be issued in exchange for the contribution of Shares and Warrants is set forth in Section 3.6.
The total aggregate number of Offering Shares shall in any event not exceed 227,770,346.

      Offering Period — extension
The Offering Period shall cover the same period as the Takeover Bid Period and shall begin on February 20, 2008
and shall expire on March 5, 2008 at 16:00, Brussels Time, absent a reopening of the Takeover Bid or a squeeze-out.
If, as a result of the Takeover Bid, Real holds at least 90% or more of the Shares, subject to the particulars set forth in
Articles 35 and 36 of the Takeover Decree, the Takeover Bid will be reopened under the same conditions for a new
period of up to 15 Business Days(22) within 10 Business Days from the publication of the results of the Takeover Bid
set forth above in Section 3.11. In such event, the Offering Period shall also be reopened for the same period of time.

4.1.5 The Offering Procedure
      In general
The subscription for the Offering Shares is an integral part of the acceptance of the Takeover Bid. With respect to the
actions required, form requirements, and timing constraints that need to be complied with in order for a holder of
Securities to validly tender it Securities in accordance with Section 3.10 (including, but not limited to, the deposit of

(21) It should be noted that depending on the timing and the other particular circumstances of the further implementation of the Takeover Bid
     and the Offering, the thus specified Capital Increase may require to be formalized in more than one board resolution.
(22) Pursuant to Article 36 of the Takeover Decree, a takeover bid can be reopened for at least 5 and up to 15 Business Days.

                                                                    70
the Acceptance Forms, and/or the registration of the Securities), reference is made to Section 3.10, subject to the
specifications set forth below.
Subscription to the Offering Shares is only possible through the acceptance of the Takeover Bid and the Tender.
Subscriptions can be withdrawn at any time during the Acceptance Period subject to the provisions set forth
elsewhere in this Prospectus and notably Section 3.10.7.

      Publication of the results of the Offering
The results of the Offering, and the decision of Real whether or not to accept the subscription to the Offering Shares
in the framework of the Offering, will be published within five Business Days following the date of the closing of
the Offering in the Belgian financial press, De Tijd and L’Écho, which is expected to be on March 12, 2008, at the
latest.

      Allocation of the Offering Shares
The Offering Shares will only be allocated to the Sellers on the basis of the number of Securities tendered to Real by
the Dolmen Shareholders in the framework of the Takeover Bid.

4.1.6 Contribution, Settlement and Delivery of the Real Shares
Prior to the issue of the Offering Shares, the Shares in Dolmen must be contributed to the share capital of Real, in
accordance with the acceptance procedure set forth in Section 3.10. In addition, any applicable stock exchange tax
must be paid in full. For further information about applicable taxes, reference is made to Section 3.21
Subject to the successful closing of the Takeover Bid (i.e. subject to the satisfaction or waiver of the conditions
precedent set forth under Section 3.7), the Offering Shares will be delivered, in accordance with the instructions of
the contributor, within ten Business Days following the publication of the results of the Offering set forth above in
Section 3.11.
In the event of a reopening of the Takeover Bid as set forth in Section 3.12, the delivery of the Offering Shares shall
take place within ten Business Days following the publication of the results of the reopening of the Takeover Bid.
This date will be published in the Belgian financial press, as described in Section 3.10.
All Offering Shares will be dematerialized and will be settled in accordance with the normal settlement procedures
applicable to dematerialized securities.
As described in Section 4.1.3, the Offering Shares will, upon closing of the Offering, not be delivered in registered
form but will be available in dematerialized form.

4.2   Listing and First Trading
An application has been made for the admission of all offered Real shares and all VVPR strips to listing on Euronext
Brussels.
The Offering Shares are expected to be listed under international code number BE0003732469 and symbol REA on
the Euronext Brussels.
The VVPR strips issued as part of the Offering Shares, in parallel with these new Real shares, are expected to be
listed under international code number BE0005552238 and symbol REAS on the Euronext Brussels.
Real expects trading of the Offering Shares (incl. the VVPR strips) to commence on or about March 28, 2008, at the
latest.

4.3   Dilution
The following table gives an overview of the current composition of Real’s share capital and the impact of the
envisaged Offering on the respective stakes in the share capital of Real.
It depicts the current and prospective stakes in Real’s share capital (along with the respective stakes held by the
various stakeholders, directly, at the level of Real, and indirectly, at the level of Dolmen), in the event that Real
would acquire a 100% stake, i.e. in the event that all Shareholders and Warrantholders would be tendering their
Securities to Real and that all 227,770,346 Offering Shares would be fully issued and subscribed for by current
Dolmen Shareholders. Typically, under this hypothesis, the actual stakes determined as prospective stakes directly
held by Real’s respective current and prospective reference shareholders in Real (upon completion of the Takeover

                                                          71
Bid and the Offering, mentioned in the last column in the table below), will be equal to the stakes prospectively
(indirectly) held by the same shareholders in Dolmen (through the Real entity) upon completion of the Takeover Bid
and the Offering.

4.3.1 Methodology Applied
The table below presents three different analyses, each showing the impact of the Offering from a different
perspective.
The first analysis (“analysis 1: considering the non diluted stakes”) reflects the impact of the Offering on Real’s
current shareholders, considering only the currently outstanding shares issued by Real and fully paid-up, at the date
of this Prospectus. This first analysis does not consider any other type of security issued by Real, in particular, any
instrument issued by Real that would not yet, but potentially entails a right (regardless of the nature of such right) to
shares in Real.
The second analysis (“analysis 2: Considering the diluted stakes (with in respect of the Convertible Bonds 2007,
calculations assuming conversion at the “Initial Conversion Price”)”) reflects the impact of the Offering on, on the
one hand all currently outstanding voting right bearing securities (i.e. all shares that are fully issued and fully paid
up) and, on the other hand the presently outstanding voting right-conferring securities issued by Real, notably the
Warrants 2007 and the Convertible Bonds 2007. In respect of these Convertible Bonds 2007, the conversion rate for
the Convertible Bonds 2007 and the number of Real Shares to be issued at the conversion of these Convertible
Bonds 2007 was calculated by using the “Initial Conversion Price” (see Section 5.6.3).
The third analysis (“analysis 3: Considering the diluted stakes (with in respect of the Convertible Bonds 2007,
calculations assuming conversion at the “Reset Conversion Price”)”) reflects the impact of the Offering on the
currently outstanding shares issued by Real, as at the date of this Prospectus. This analysis does not only consider
the actual outstanding shares but also any other type of presently outstanding voting right-conferring securities
issued by Real, notably the Warrants 2007 and the Convertible Bonds 2007. In respect of the latter, the conversion
rate for the Convertible Bonds 2007 and the number of Real Shares to be issued at the conversion of these
Convertible Bonds 2007 was calculated by using the “Reset Conversion Price” (see Section 5.6.3).
Each of these analyses presents the relevant stakes held by Real’s present key shareholders and Dolmen’s current
key-shareholders, (i) immediately prior to the Takeover Bid and the Offering and (ii) upon completion of the
Takeover Bid and the Offering.
The list of the securities mentioned below as presently outstanding or potentially voting right conferring, is based on
the overview of the securities presently issued by Real, as specified in Section 5.7. The relevant issuance terms, the
respectively applying exercise terms (as the case may be), and the circumstances under which these securities will
confer voting rights to their respective holder, are further specified in Section 5.4, Section 5.5, Section 5.6 and
Section 5.7.
For the ease of comparison between the analysis presented below, and the further examination of the dilutive effect
of the envisaged transactions specified under Section 5.8.3, consistent assumptions have been used.




                                                           72
4.3.2 Overview
Total number of voting right bearing or voting rights
conferring securities issued by Real                                 before the Offering                  after the Offering
                                                                                                                    % (in Real, equal
                                                                                                                    to the percentage
                                                                    Number              %           Number           in Dolmen, held
                                                                (of Real shares)    (in Real)   (of Real shares)      through Real)
Analysis 1 : CONSIDERING            THE NON DILUTED
         23
   STAKES
Actual voting rights:
(attached to the currently outstanding Real
   shares)
   Real Holdings LLC . . . . . . . . . . . . . . . .              110,255,675        38.82%                 —            21.54%
   KBC Financial Products Ltd.24 . . . . . . . .                   32,056,000        11.29%                 —             6.26%
   KBC Financial Products Ltd. (shares lent
     to others)24 . . . . . . . . . . . . . . . . . . . . .        27,944,000         9.84%                 —             5.46%
   Fortis Investment Management NV . . . . .                       14,961,143         5.27%                 —             2.92%
   UBS AG . . . . . . . . . . . . . . . . . . . . . . . .           9,174,334         3.23%                 —             1.79%
           Deutsche Bank AG . . . . . . . . . . .                   3,682,917         1.30%                 —             0.72%
   Others . . . . . . . . . . . . . . . . . . . . . . . . . .      85,943,867        30.26%                 —            16.79%
Total Shares and stakes BEFORE the
   Offering (representing the actual
   outstanding voting rights) . . . . . . . . . . . .             284,017,936      100.00%               —               55.49%
Shares to be issued upon the Offering . . .                                                     227,770,346              44.51%
   D.I.M. NV . . . . . . . . . . . . . . . . . . . . . . .                                       29,883,296               5.84%
   H.I.M. NV . . . . . . . . . . . . . . . . . . . . . . .                                       23,057,568               4.51%
   H.I.M. TWEE NV . . . . . . . . . . . . . . . . .                                              17,914,880               3.50%
   Rebelco SA . . . . . . . . . . . . . . . . . . . . . .                                         9,854,400               1.93%
   Sofina SA . . . . . . . . . . . . . . . . . . . . . . .                                        5,925,920               1.16%
   Cegeka NV . . . . . . . . . . . . . . . . . . . . . .                                         13,233,024               2.59%
           Remaining Offering Shares . . . . .                                                  127,901,258              24.99%
TOTAL SHARES (AND STAKES) AFTER THE
   OFFERING . . . . . . . . . . . . . . . . . . . . . . . .                                     511,788,282            100.00%
Analysis 2 : CONSIDERING THE DILUTED
         25
   STAKES   (with in respect of the
   Convertible Bonds 2007, calculations
   assuming conversion at the “Initial
   Conversion Price”)
Actual voting rights:
(attached to the currently outstanding Real
   shares)
   Real Holdings LLC . . . . . . . . . . . . . . . .              110,255,675        25.44%                 —            16.68%
   KBC Financial Products Ltd. . . . . . . . . .                   32,056,000         7.40%                 —             4.85%




                                                                       73
Total number of voting right bearing or voting rights
conferring securities issued by Real                                 before the Offering                  after the Offering
                                                                                                                    % (in Real, equal
                                                                                                                    to the percentage
                                                                    Number              %           Number           in Dolmen, held
                                                                (of Real shares)    (in Real)   (of Real shares)      through Real)
   KBC Financial Products Ltd.(shares lent
     to others) . . . . . . . . . . . . . . . . . . . . . .        27,944,000         6.45%                 —             4.23%
   Fortis Investment Management NV . . . . .                       14,961,143         3.45%                 —             2.26%
   UBS AG . . . . . . . . . . . . . . . . . . . . . . . .           9,174,334         2.12%                 —             1.39%
   Deutsche Bank AG . . . . . . . . . . . . . . . .                 3,682,917         0.85%                 —             0.56%
   Others . . . . . . . . . . . . . . . . . . . . . . . . . .      85,943,867        19.83%                 —            13.00%
Potential (future) voting rights:
(attached to shares representing the share
   capital to be issued upon exercise of)
   Warrants 200526 . . . . . . . . . . . . . . . . . . .                     0           0%                 —                0%
   Warrants 200727 . . . . . . . . . . . . . . . . . . .           14,440,000         3.33%                 —             2.18%
   Convertible Bonds 200728 . . . . . . . . . . .               134,892,08629        31.13%                 —            20.40%
   UBS AG. . . . . . . . . . . . . . . . . . . . . . . . .         15,287,770         3.53%                 —             2.31%
   KBC Financial Products Ltd. . . . . . . . . .                     4,046,763        0.93%                 —             0.61%
   Sandell Asset Management Corp. . . . . . .                      19,784,173         4.57%                 —             2.99%
Total potential voting rights BEFORE the
   Offering . . . . . . . . . . . . . . . . . . . . . . . .       433,350,022          100%                              65.55%
Shares to be issued upon the Offering . . .                                                     227,770,346              34.45%
   D.I.M. NV . . . . . . . . . . . . . . . . . . . . . . .                                       29,883,296               4.52%
   H.I.M. NV . . . . . . . . . . . . . . . . . . . . . . .                                       23,057,568               3.49%
   H.I.M. TWEE NV . . . . . . . . . . . . . . . . .                                              17,914,880               2.71%
   Rebelco SA . . . . . . . . . . . . . . . . . . . . . .                                         9,854,400               1.49%
   Sofina SA . . . . . . . . . . . . . . . . . . . . . . .                                        5,925,920               0.90%
   Cegeka NV . . . . . . . . . . . . . . . . . . . . . .                                         13,233,024               2.00%
   Remaining Offering Shares. . . . . . . . . . .                                               140,946,282              19.35%
TOTAL SHARES (AND STAKES) AFTER THE
   OFFERING . . . . . . . . . . . . . . . . . . . . . . . .                                     661,120,368            100.00%
Analysis 3 : CONSIDERING THE DILUTED
          30
   STAKES    (with in respect of the
   Convertible Bonds 2007, calculations
   assuming conversion at the “Reset
   Conversion Price”)
Actual voting rights:
   Real Holdings LLC . . . . . . . . . . . . . . . .              110,255,675        24.59%                 —            16.30%
   KBC Financial Products Ltd. . . . . . . . . .                   32,056,000         7.15%                 —             4.74%
   KBC Financial Products Ltd.(shares lent
     to others) . . . . . . . . . . . . . . . . . . . . . .        27,944,000         6.23%                 —             4.13%
   Fortis Investment Management NV . . . . .                       14,961,143         3.34%                 —             2.21%
   UBS AG . . . . . . . . . . . . . . . . . . . . . . . .           9,174,334         2.05%                 —             1.36%
   Deutsche Bank AG . . . . . . . . . . . . . . . .                 3,682,917         0.82%                 —             0.54%
   Others . . . . . . . . . . . . . . . . . . . . . . . . . .     85,9439676         19.16%                 —            12.71%
Potential (future) voting rights:
(attached to shares representing the share
   capital to be issued upon exercise of)
   Warrants 2005 . . . . . . . . . . . . . . . . . . . .                    0            0%                 —                0%
   Warrants 2007 . . . . . . . . . . . . . . . . . . . .           14,440,000         3.22%                 —             2.14%
   Convertible Bonds 2007 . . . . . . . . . . . . .               150,000,000        33.45%                 —            22.18%
   UBS AG. . . . . . . . . . . . . . . . . . . . . . . . .         17,000,000         3.79%                 —             2.51%
   KBC Financial Products Ltd . . . . . . . . . .                   4,500,000         1.00%                 —             0.67%
   Sandell Asset Management Corp. . . . . . .                      22,000,000         4.91%                 —             3.25%
Total potential voting rights BEFORE the
   Offering . . . . . . . . . . . . . . . . . . . . . . . .       448,457,936          100%                              66.32%



                                                                       74
 Total number of voting right bearing or voting rights
 conferring securities issued by Real                                before the Offering                         after the Offering
                                                                                                                             % (in Real, equal
                                                                                                                             to the percentage
                                                                  Number                   %              Number              in Dolmen, held
                                                              (of Real shares)         (in Real)      (of Real shares)         through Real)
 Shares to be issued upon the Offering . . .                                                           227,770,346                33.68%
   D.I.M. NV . . . . . . . . . . . . . . . . . . . . . . .                                              29,883,296                 4.42%
   H.I.M. NV . . . . . . . . . . . . . . . . . . . . . . .                                              23,057,568                 3.41%
   H.I.M. TWEE NV . . . . . . . . . . . . . . . . .                                                     17,914,880                 2.65%
   Rebelco SA . . . . . . . . . . . . . . . . . . . . . .                                                9,854,400                 1.46%
   Sofina SA . . . . . . . . . . . . . . . . . . . . . . .                                               5,925,920                 0.88%
   Cegeka NV . . . . . . . . . . . . . . . . . . . . . .                                                13,233,024                 1.96%
   Remaining Offering Shares. . . . . . . . . . .                                                      127,901,258                18.91%
 TOTAL SHARES (AND STAKES) AFTER THE
   OFFERING . . . . . . . . . . . . . . . . . . . . . . . .                                            676,228,282              100.00%
23    Non-diluted participation: calculated on the basis of the transparency denominator, the percentage of the current voting rights associated
      with the shares representing capital. See further Section 5.4, Section 5.5, Section 5.6 and Section 5.7.
24    In connection with the issue of the Convertible Bonds 2007 (see Section 5.6), KBC Financial Products Ltd. has entered into a stock loan
      agreement with Real Holdings LLC in July 2007, for up to 60 mullion Real shares for a period of up to three years.
25    Diluted participation: calculated on the basis of the transparency denominator, the percentage of the potential future voting rights
      associated with the shares representing capital. See further Section 5.4, Section 5.5, Section 5.6 and Section 5.7
26    These Warrants 2005 were created in the framework of the authorized capital by the board of directors on July 28, 2005, were granted to
      the beneficiaries of the plan, but were refused. See further Section 5.5.3.
27    These Warrants 2007 were created in the framework of the authorized capital by the board of directors on July 3, 2007 within the
      framework a share option plan for employees of Real. See for more details on the specific terms governing the Warrants 2007 below,
      Section 5.5.5.
28    The board of directors issued a convertible bond (converteerbare obligaties/obligations convertibles) in July 2007 in the framework of the
      authorized capital on July 5, 2007 that was fully subscribed on July 6, 2007 for an amount of 75 million Euro. In the event that all of the
      convertible bonds were to be converted at the initial conversion price of 0.556 Euro per share, the total aggregate amount of outstanding
      shares of Real would increase by 134,892,086 shares. See for more details on the specific terms governing the Convertible Bonds 2007
      below, Section 5.6.3.
29    This number represents the total aggregate amount of outstanding shares of Real which would be issued, if the Convertible Bonds 2007
      would have been converted at their initial conversion price (equal to 0.556 Euro per Real share). However, the terms and conditions
      governing the issue of the Convertible Bonds 2007 provide for various specific adjustment mechanisms. It is therefore more than likely
      that if, and to the extent that, part or all of the Convertible Bonds 2007 were to be converted, Real would be issuing a different number of
      shares. At present, none of the Convertible Bonds 2007 have been presented for conversion.
30    Diluted participation: calculated on the basis of the transparency denominator, the percentage of the potential future voting rights
      associated with the shares representing capital and assuming conversion of the Convertible Bonds 2007 at the Reset Conversion Price (see
      Section 5.6.3 ).


4.4   Intentions of the Shareholders with Respect to the Offering

4.4.1 Selling Shareholders

No shares held by any of the existing shareholders of Real are being offered. All offered Real shares are new shares.


4.4.2 Lock-up and Standstill Arrangements

In connection with the issue of the convertible bonds (converteerbare obligaties/obligations convertibles) issued by
Real in July 2007, KBC Financial Products UK Ltd., acting as “Sole Bookrunner” under the aforementioned issue,
has entered into a stock loan agreement with Real Holdings LLC for up to 60,000,000 shares for a period of up to
three years (from July 16, 2007). The convertible bonds are not subject to any lock-up or standstill arrangement.
Details on this financial instrument are given in Section 5.6.

Colruyt and Sofina agreed not to transfer their shares pending the Takeover Bid to any party other than Real.

Other than the here above described agreements, Real is not aware of any other lock-up and standstill arrangements.

Following the Takeover Bid no shareholder of Real will, to the best knowledge of Real be bound by any lock-up or
standstill, except for Real Holdings LLC as described above.

                                                                       75
4.4.3 Shareholders’ Intentions at and after the Offering
Real is not aware of any shareholders’ agreements that have been entered into other than the agreement among its
shareholders.

4.5   Costs and Remuneration of Intermediaries
The costs of the Takeover Bid and the Offering borne in the current financial year are estimated to be approximately
4,050,000 Euro. These costs include financial advisory, audit, consulting, legal, and administrative costs, costs of
legal publications and the printing of prospectus and other costs, the remuneration of the CBFA, initial fees payable
to Euronext Brussels as well as the Receiving Agent’s fees.

4.6   Financial Service
The financial service in respect of the Offering Shares is provided in Belgium by KBC Bank NV, free of charge.
Should Real alter its policy in this matter, this will be announced in the Belgian financial press, De Tijd and L’Écho.

4.7   Legislation and Competent Courts
The Offering is subject to Belgian law. The courts and tribunals of Brussels have sole jurisdiction should any dispute
arise in relation to the offering.

4.8   Taxation
The following is a summary of certain Belgian income tax consequences of the ownership and disposition of shares
in Real. It is based on the laws and administrative interpretations applicable in Belgium as presently in effect and is
subject to changes, including changes that could have a retroactive effect. The following summary does not take into
account or discuss the tax laws of any country other than Belgium, nor does it take into account the individual
circumstances of each investor. Prospective investors should consult their own advisers as to the Belgian and foreign
tax consequences of the acquisition, ownership and disposition of the shares.
For the purpose of this summary, a Belgian resident is an individual subject to Belgian personal income tax (i.e. an
individual who has his domicile in Belgium or has his seat of wealth in Belgium, or a person assimilated to a Belgian
resident), a company subject to Belgian corporate income tax (i.e. a company that has its registered office, its main
establishment, its administrative seat or its seat of management in Belgium) or a legal entity subject to the Belgian
income tax on legal entities (i.e. a legal entity other than a company subject to the corporate income tax, that has its
registered office, its main establishment, its administrative seat or its seat of management in Belgium). A Belgian
non-resident is a person that is not a Belgian resident.

4.8.1 Dividends
For Belgian income tax purposes, the gross amount of all distributions made by Real to its shareholders is generally
taxed as a dividend, except for the repayment of paid-up capital carried out in accordance with the Belgian
Company Code to the extent that the capital qualifies as “fiscal” capital. The gross amount paid by Real to redeem
its shares and the gross amount of distributions made by Real to its shareholders as a result of the Real’s complete
liquidation is also generally taxed as a dividend, insofar as the payment exceeds the fully paid-up (fiscal) capital of
Real. In general, a 10% Belgian withholding tax is levied on such redemption and liquidation distributions.
In general, a Belgian withholding tax of 25% is levied on dividends. In certain cases, the 25% withholding tax is
reduced to 15%, the so-called “VVPR” right (verlaagde voorheffing/précompte réduit). The VVPR strips included
in the Offering Shares represent the right to such reduced withholding tax of 15%. Belgian domestic tax law also
provides for an exemption from Belgian withholding tax in certain cases.
For private investors who are Belgian residents and for legal entities subject to the Belgian income tax on legal
entities, the Belgian withholding tax generally constitutes the final tax on their dividend income. If a private investor
who is the Belgian resident however elects to report the dividend income in his income tax return, he will be taxed at
the separate rate of 25% or, if applicable, at the reduced rate of 15%, to be increased with the municipal surcharge or
at the applicable progressive personal income tax rate taking into account the taxpayer’s other income, whichever is
lower. If progressive income tax rates apply, the income tax is also increased by the municipal surcharge. For
Belgian resident individuals who hold the Shares for professional purposes, the Belgian withholding tax does not
constitute the final tax. Dividends received by such investor must be reported by the investor in his annual income
tax return and will be taxed at his normal progressive income tax rates.

                                                           76
For Belgian resident companies and for companies with their tax residence outside Belgium holding the shares of
Real through a permanent establishment or a fixed base in Belgium, the gross dividend income must be added to
their taxable income, which is, in principle, taxed at the income tax rate of 33.99%. Under certain circumstances
lower tax rates may apply. If such a company holds, at the time of the dividend distribution, a shareholding of at least
10% in the capital of Real or a share participation with an acquisition value of at least 1,200,000 Euro, then 95% of
the gross dividend received may in principle (although subject to certain limitations in some cases) be deducted
from the taxable income (“dividend received deduction”), provided that the shareholding in Real qualifies as a
“financial fixed asset”, that a one year minimum holding period is met and that full legal ownership of the shares is
held. For certain investment companies and for certain financial institutions and insurance companies, certain of the
aforementioned conditions do not apply.
Belgian resident companies and companies with their tax residence outside Belgium holding the shares of Real
through a permanent establishment or a fixed base in Belgium are, under certain conditions, entitled to credit the
Belgian withholding tax on dividends against their corporate income tax liability and to claim the reimbursement of
the Belgian withholding tax that exceeds this liability.
A non-resident shareholder who does not hold the shares of Real through a permanent establishment or fixed base in
Belgium, will generally not be subject to any Belgian income tax other than the withholding tax on dividends, which
normally constitutes the final Belgian income tax. Belgian tax law provides for certain exemptions from with-
holding tax on Belgian source dividends distributed to non-resident investors. In the event there is no exemption
applicable under Belgian domestic tax law, the Belgian dividend withholding tax can potentially be reduced for
investors who are non-residents pursuant to the treaty for the avoidance of double taxation concluded between the
State of Belgium and the State of residence of the non-resident shareholder of Real, if any.

4.8.2 Capital Gains and Losses
Private investors who are Belgian residents are, as a general rule, not subject to Belgian income tax on capital gains
realized upon the sale, exchange or other result of the transfer of shares, unless the capital gain is the result of
speculation or cannot be characterized as the normal management of a private estate, in which case the capital gain
is subject to a 33% tax (to be increased with municipal surcharges). If the gain is realized upon the sale to EER
residents of shares belonging to an important shareholding of 25% or more, the gain should normally not be taxable
because the European Court of Justice ruled on June 8, 2004 that the Belgian legal provision stipulating that such
gain is taxable is incompatible with the free movement of capital and the freedom of establishment set forth in the
EC Treaty. The Belgian legislator has however not yet amended the respective Belgian tax provision in order to
make it compatible with the EC Treaty, although the Belgian tax authorities accept that this rule does not apply if the
shares are transferred to persons established in the EER. If the capital gain on such important shareholding is
however realized upon the sale to certain non-EER residents, it will in principle be taxable at the rate of 16.5%.
Legal entities subject to the Belgian income tax on legal entities are in principle not subject to Belgian income tax
on capital gains realized upon the sale, exchange or other transfer of shares.
Belgian resident companies and companies with a tax residence outside Belgium holding shares through a
permanent establishment or a fixed base in Belgium are generally not subject to Belgian income tax on capital gains
realized upon the sale, exchange or other transfer of shares.
Conversely, capital losses realized upon the sale, exchange, redemption or other transfer of shares are generally not
tax deductible under Belgian tax law.
Individual Belgian residents who hold the shares for professional purposes are taxable at the ordinary progressive
income tax rates on any capital gains realized upon the disposal of the shares, except for shares held for more than
five years, which are taxable at a separate rate of 16.5% (to be increased with municipal surcharges). Capital losses
on shares incurred by individual Belgian residents who hold the shares for professional purposes are in principle tax
deductible.
A non-resident shareholder who does not hold the shares through a permanent establishment or fixed base in
Belgium will generally not be subject to Belgian income tax on capital gains realized upon the sale, exchange or
other transfer of shares.

4.8.3 VVPR
The Offering Shares meet upon their issuance, the conditions pursuant to which shares are entitled to a reduced
withholding tax rate of 15%, the so-called “VVPR” right (verlaagde voorheffing/précompte réduit) and will
consequently be issued with VVPR strips.

                                                          77
Private investors who are Belgian residents are, as a general rule, not subject to Belgian income tax on capital gains
realized upon the sale, exchange or other result of the transfer of VVPR strips, unless the capital gain is the result of
speculation or cannot be characterized as the normal management of a private estate, in which case the capital gain
is subject to a 33% tax (to be increased with municipal surcharges).
Legal entities subject to the Belgian income tax on legal entities are in principle not subject to Belgian income tax
on capital gains realized upon the sale, exchange or other transfer of VVPR strips.
Belgian resident companies and companies with a tax residence outside Belgium holding VVPR strips through a
permanent establishment or a fixed base in Belgium are generally subject to Belgian income tax on capital gains
realized upon the sale, exchange or other transfer of VVPR strips.

4.8.4 Tax on Stock Exchange Transactions
The purchase and the sale and any other acquisition or transfer for consideration in Belgium, through a “profes-
sional intermediary”, of existing shares (secondary market) is subject to the tax on stock exchange transactions,
generally in the amount of 0.17% of the purchase price, capped at 500 Euro per transaction and per party.
In any event, no tax on stock exchange transactions is payable by (i) professional intermediaries described in articles
2, 9™ and 10™ of the Belgian Act of August 2, 2002 on the supervision of the financial sector and financial services,
acting for their own account; (ii) insurance companies described in Article 2, §1 of the Belgian Act of July 9, 1975
on the supervision of insurance companies acting for their own account, (iii) provident institutions described in
Article 2, 1™ of the Belgian Act of October 27, 2006 on the supervision of provident institutions acting for their own
account; or (iv) collective investment institutions acting for their own account.

5. Information on Real
5.1   General Information on Real
Corporate name:                                Real
Registered office:                             Prins Boudewijnlaan 26
                                               2550 Kontich
                                               Belgium
                                               Tel: +32.3.290.23.11
Enterprise number:                             Real NV is registered with the Register of Legal Persons of Antwerp
                                               (Rechtspersonenregister (RPR)/Registre des Personnes Morales
                                               (RPM)) under the enterprise number 0429.037.235.
Year of incorporation:                         Real was incorporated on June 6, 1986, for an unlimited duration.
Legislation under which Real operates:         Real NV is incorporated under and is subject to the laws of Belgium.
Legal form:                                    Corporation (naamloze vennootschap (NV) /société anonyme (SA)).
Branches:                                      The company operates (directly) out of three sites in Belgium (its
                                               headquarters in Konich and it sites in Houthalen and Zaventem)
                                               located at Houthalen (Centrum Zuid 1527, 3530 Houthalen-Helchte-
                                               ren) and Zaventem (Leuvensesteenweg 542, bus 11, 190 Zaventem).
Financial year:                                From January 1 through and including December 31. With a view to
                                               aligning the financial years of Real and Dolmen, Real considers to
                                               amend its financial year to make it commence on April 1 of each
                                               calendar year and end on March 31 of each calendar year. The
                                               transitional calendar year could then end on March 31, 2008.
Date of the annual meeting:                    On the last Tuesday of March at 4:00 pm
Statutory auditor:                             Deloitte Bedrijfsrevisoren BVo.v.v.e. CVBA, a civil company that has
                                               assumed the form of a cooperative company with limited liability
                                               under Belgian law, whose registered office is at Louizalaan 240, 1040
                                               Brussels, represented by Mr. William Blomme, electing office at
                                               Berkenlaan 8b, 1831 Diegem, Belgium

                                                           78
Corporate purpose:   Article 4 of the articles of association of Real NV states that the
                     corporate purpose of the company is the following:
                     “The company has as its corporate purpose:
                     All commercial, industrial and financial transactions in relation to or
                     in connection with carrying out any action in relation to computers
                     and software for customers in Belgium or abroad; all transactions in
                     relation to import, equipment, building, purchase and sale, manage-
                     ment of agencies, letting and rental, transportation and storage,
                     operation and transformation of computers and software, accessories,
                     materials and all objects directly or indirectly associated therewith or
                     which are, by their nature, capable of enhancing their activity; pro-
                     viding services for the performance, by means of computers and
                     software, of all transactions for Belgian or foreign customers, creating
                     program for computers and software; purchasing and selling such
                     programs, both in Belgium and abroad; examining, testing and
                     repairing all computers and software; the company will be able to
                     provide information, details and instructions in connection with these
                     facilities; it will not only be able to act in its own name and on its own
                     account but also as a agent, intermediary or representative for
                     transactions which are mentioned in its corporate purpose. The
                     company may also receive assignments and mandates which permit
                     it to assess the administrative, financial, accounting and commercial
                     problems of other companies and to perform day-to-day management
                     tasks thereto relating. The company may also engage in dispensing
                     services and personnel to any other companies that request this, in any
                     field, within the scope covered by the word “service”. The provision of
                     services, whether or not performed by its own personnel, with a view to
                     assisting private individuals, companies from the public and private
                     sectors and public and semi-governmental institutions in the perfor-
                     mance of their tasks. And, in general terms, all transactions directly
                     related to the above-mentioned purposes. The summary given above of
                     these purposes being intended to define their scope only.
                     The company may perform all commercial and industrial transactions,
                     and transactions relating to movable and immovable property, that are
                     directly or indirectly related to its corporate purpose, in Belgium or
                     abroad. The company may also acquire interests by means of contri-
                     bution, subscriptions or otherwise, in all businesses, associations or
                     companies with a corporate purpose similar to, analogous with, or
                     related to its own corporate purpose, or is likely to contribute to the
                     achievement of the company’s corporate purpose. It may act as
                     guarantor or provide pledges, grant advances and loans, provide
                     mortgage or other securities.”




                                79
5.2    Group Structure
Real NV currently is the parent company, directly or indirectly, of different Belgian and foreign companies,
structured as follows:(31)

                                                 REAL SOFTWARE NV — Belgium
Subsidiary                                                                                                                                   Stake %

Airial Conseil SA — France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        . . . 99.98%
Axias NV — Belgium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      ...    100%
Real Software France SA — France. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             . . . 99.99%
Oriam SA — France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     ...    100%
Real Software Nederland BV — The Netherlands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                      ...    100%
Real Solutions SA — Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              . . . 99.95%
Supply Chain Software NV — Belgium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                ...    100%
Real Services NV — Belgium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          ...    100%
Xenia — Belgium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   ...    100%
ECO2B NV — Belgium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          ...      50%
Antwerp Digital Mainport NV — Belgium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 . . . 9.09%
Bakery 2B NV — Belgium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          . . . 8.33%




                                                                                                                             SUPPLY CHAIN
       AIRIAL CONSEIL SA                  AXIAS NV                     ORIAM SA               REAL SOLUTIONS SA
                                                                                                                             SOFTWARE NV
             France                        Belgium                      France                   Luxembourg
                                                                                                                                Belgium




                                                                  Oriam Corporation
                                                                        USA



Real being audited on a consolidated basis, any information with respect to holdings or other undertakings in which
Real holds a proportion of the capital and which may have a significant effect on the assessment of Real’s assets and
liabilities, is disclosed in the consolidated financial statements. For more information, reference is made to
Section 5.13.

5.3    Activities and Business of Real
5.3.1 Introduction
The Real Group is a major IT solutions provider and services company which had 851 employees in the Benelux
and France on December 31, 2007. In 2007, Real’s group turnover amounted to 91,973 million Euro, with an EBIT
of 4,212 million Euro. The company is a Belgian mid-market key player with international activities. Real operates
two business divisions, “Business Solutions” (“Solutions”) and “Knowledge” (“Skills”).
The activities of the Real Group are mainly focused on the automation and optimization of business processes and
the associated IT infrastructure. Real offers a comprehensive range of services, from the development and
implementation of group products via tailor-made services and outsourcing through consultancy relating to
technologies, such as Microsoft, Oracle, Java and iSeries.
Real has focused on specific market segments or verticals in which the group wants to offer niche solutions for
customers in retail and wholesale, manufacturing, banking & leasing, life sciences and government bodies.
Customers include, among others, Orange, DHL, Johnson & Johnson, BASF, Credit Suisse, Régie Autonome des

(31) Status as per January 1, 2008.

                                                                          80
Transports Parisiens (RATP), the Public Hospitals of Paris (APHP), Nedcar, Fortis Bank, KBC Bank NV, Electrabel
and France Télécom.
The following section provides an overview of Real’s history, markets and the company’s position therein,
organization, products and services, international operations, sales & marketing, R&D and employees.

5.3.2 Important Events in the Development of Real
     November 2003- February 2004. Debt Restructuring
During the years 2003 and 2004, Real largely restructured its outstanding debts which followed from an active
acquisition program in previous years. Specifically, the Gores Technology Group LLC took on an active role in the
restructuring and funding of the Real Group which resulted in an agreement between the Gores Technology Group
and the banking syndicate which involved the majority of the debt (157 million Euro) being restructured in such a
way that the Gores Technology Group LLC acquired, through Real Holdings LLC, approximately 83% of the then
outstanding shares of Real.
In addition, Gores Technology Group LLC committed to make, through Real Holdings LLC, up to 10 million Euro
new working capital available to Real (in the form of convertible bonds or similar financial instruments to be
subscribed to by Gores Technology Group LLC from time to time).
The restructuring of the Real Group also involved a restructuring of the board of directors of Real.

     August 2004. Conversion of automatically convertible bonds
In August 2004, Real’s equity situation improved due to conversion of existing automatically convertible bonds into
shares.

     March 2005. Issue of G-1 Convertible Bonds
Upon its acquisition of a controlling stake in Real in late 2003/2004, The Gores Group Inc(32) (through Real
Holdings LLC) launched an in-depth debt restructuring plan for Real.
In March 2005, in the framework of this debt restructuring, Real issued 1,500 G-1 convertible bonds for an
aggregate amount of 15,000,000 Euro.

     April 2005. Settlement agreement with Rudy Hageman and Indi NV
In March 2005, Real put an end to a conflict with one of its former founders and managing director of the business
which had dragged on for years. Specifically, Mr. Hageman and Indi NV definitively terminated part of their claims
against the Real Group, which in turn definitively terminated its civil and criminal actions against Mr. Hageman and
Indi NV. The remaining claim (amounting to approximately 800,000 Euro) was contributed into Real’s share capital
against issuance of 1,600,000 shares to Indi NV at an exercise price of 0.50 Euro per share.

     July 2005. Conversion of automatically convertible bonds
In July 2005, Real further converted the remaining existing convertible bonds.

     February 2006. Reorganized relationship between Real and StorkReal
On February 3, 2006 Real granted an exclusive distributorship for the sale and implementation of its leading
enterprise maintenance and asset management product “Rimses” to StorkReal BV, a Dutch company that was
incorporated in 2002 as a joint venture between Real and Stork Management Maintenance BV. Simultaneously,
Real sold its 50% equity stake in StorkReal BV and StorkReal Belgium NV to Stork. This transaction generated an
important cash-in for the company and ensured a strengthened long-term cooperation between both companies.
Real continues to sell Rimses in France and in its key-verticals like textile, pharmaceutical and the Belgian public
markets. StorkReal is the exclusive sales channel to the other Belgian and Dutch industries and to the healthcare
sector, and also sells Rimses in countries outside BeNeLux and France.

     February 2006. Extension of debt remission
In February 2006, Real and Real Holdings LLC reached an understanding regarding the extension of the date by
which Real could obtain a 50% debt remission on its 44,8 million Euro credit facilities, namely from April 6, 2006

(32) The Gores Group has since then been, through Real Holdings LLC, Real’s reference shareholder.

                                                                81
to April 6, 2007. The date on which Real had to begin to make payments of principal and accrued interest on the
44.8 million Euro credit facilities was further extended from June 30, 2006 to June 30, 2007. In the framework of the
August 2006 Credit Suisse facility, the debt was contributed by Real Holdings LLC to the capital of Real.

     May 2006. Settlement agreement with Leo Meuris
In March 2006, Real put an end to a long standing dispute and court case with Mr. Leo Meuris through a settlement
agreement. Specifically, an outstanding receivable against Real in the amount of 2,516,243.22 Euro was contributed
to Real’s share capital against issuance of 7,624,979 shares of Real.

     August 2006. Credit Suisse Facility
In August 2006, a new credit facility was put in place by Credit Suisse (the “Credit Suisse Facility”) of which
13.5 million Euro was immediately drawn to allow for the payment of some current debts and add working capital to
the balance sheet. At the same time the reference shareholders, Real Holdings LLC together with its co-investor
contributed their remaining outstanding senior debt (59.8 million Euro) to the equity of the Real Group. The
10.5 million Euro accrued interest related to this senior debt remained as a payable on the balance sheet. At the end
of December 2006 the principal debt towards Credit Suisse including accrued interest amounted to 13.9 million
Euro. In January 2007, Real has used 6 million Euro of the proceeds of the divestiture of the retail “point-of-sale”
division to pay back part of the Credit Suisse Facility reducing outstanding senior debt to Credit Suisse with the
same amount.

     July 2007. Convertible Bonds 2007(33)
On July 5, 2007, Real’s board of directors issued a senior, unsecured, convertible bond in the framework of the
authorized capital (under its former authorization) that was fully subscribed on July 6, 2007 for a total gross amount
of 75 million Euro (the “Convertible Bonds 2007”).
The Convertible Bonds 2007, which bear a 2% annual interest payable semi-annually in arrears, are listed on the
official list of the Luxembourg Stock Exchange and are admitted to trading on the Luxembourg Stock Exchange’s
Euro MTF Market.
As from August 26, 2007, the Convertible Bonds 2007 can be converted into Real shares by reference to their
principal amount, at an initial conversion price of 0.556 Euro per Real share, subject to various adjustments, as
specified in the terms and conditions governing the issue of the Convertible Bonds 2007.
Unless previously redeemed, converted or purchased and cancelled, the Convertible Bonds 2007 will be redeemed
by Real at 118.44% of their principal amount on July 16, 2012, equating to a yield to maturity of 5.25% (in the form
of interest payment and a redemption premium). Real can in certain other circumstances redeem the Convertible
Bonds 2007 at their accreted principal amount together with accrued interest, in accordance with the terms and
conditions governing the issue of the Convertible Bonds 2007. In addition, the bondholders are authorized to
redeem the Convertible Bonds 2007, at their accreted principal amount together with accrued interest following a
change of control.
Real used the 71,625,000 Euro net proceeds from the sale of the Convertible Bonds 2007 to repay bank debt, notably
the Credit Suisse Facility (see above) and a small loan from the reference shareholder, outstanding interest and
consulting fees(34).
After repayment of the bank debt and outstanding payables, Real still had 49,209,000 cash. Real intends to use (part
of) the remaining cash to finance the Takeover Bid (see Section 3.9 above).
For further information concerning the Convertible Bonds 2007, reference is made to the prospectus prepared in
connection with the Convertible Bonds 2007, available free of charge at the registered office of Real.

5.3.3 Market and Market Position
Real is a major provider of mid-market IT business skills and solutions in the Benelux and France with a strong
client base of medium to large local industry leaders and regional operations of multinational companies. Real’s
local expertise as well as its integrated offering of standard software, third party software and services allows it to
differentiate itself from competition.

(33) See for more details on the specific terms governing the Convertible Bonds 2007 below, Section 5.6.3.
(34) See Section 5.3.8.

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Its portfolio of skills and solutions is focused on improving its client’s business processes through technological
innovation, providing technical assistance and delivering solutions supporting business model innovation.
Real also implements and supports third-party solutions developed by the larger software suppliers, such as IBM,
Oracle (Siebel) and Microsoft, as well by smaller software houses, who generally specialize in a single technology
or a single functional area.
Throughout the years, Real has acquired a strong position as a major independent IT group in terms of its scale and
breadth of technical competence allowing its clients to fulfill many of their needs with a single vendor. Additionally,
Real combines the offering of enterprise and business solutions with a broad range of technical skills making it the
preferred partner for integration and evolution of the customers’ IT environment.
As part of its “Business Applications”, Real offers niche software products including enterprise resource planning
(wholesale, textile, private banking), enterprise asset management, financial accounting systems and clinical trial
management.
Real’s business activity as solutions provider can support the entire software lifecycle — from the planning/design
phase to the build/deploy phase and the run/maintenance phase (“plan-build-run”). Real can provide any or all of the
phases at any point in the software lifecycle.
Real differentiates itself by its strong brand and commercial relationships with the leading regional enterprise
accounts in the Benelux and through its “Airial” brand with the Public sector in France. In addition, Real also serves
many blue chip multi-national companies in the region, particularly where IT purchasing decisions are
decentralized.
In 2006, Real invoiced over 1,000 customers, with its top 20 customers accounting for approximately 40% of 2006
revenue. Real’s diversified customer base helps Real to benefit from growth arising from multiple vertical sectors.
Real’s strong public business also provides for further additional stability.
As mentioned here-above, Real deploys its business activities essentially in Belgium, the Netherlands, Luxembourg
and on the French public market.

5.3.4 Business Overview
     Introduction
The Real Group is currently organized around two business lines: “Professional Services” (“Skills”) and “Business
Solutions” (“Solutions”). The two business lines are supported by a single vertically orientated sales and marketing
team in the Benelux through which clients are presented with one single offering composed of deliverables of both
segments within the organization. Furthermore, another common theme through these two lines, is Real’s lifecycle
approach, dubbed the “Software Factory”.
Real’s international business is run in parallel to these business lines but covers both the Knowledge and the
Business Solutions product and service offerings.
Real’s financial, HR and legal departments are centrally managed and overarch the group’s product and services
organization.

     Business lines: Professional Services (“Skills”) & Business Solutions (“Solutions”)
     Professional Services
Throughout the years, Real has developed a broad range of IT competencies. It has competency centers in, notably,
Microsoft, Java, Progress, Oracle, Infrastructure and iSeries. Real also has a broad experience and expertise in a
wide range of functional domains and sectors enabling Real to offer a complete and high-quality service.
To provide its services, Real can rely on an extensive network of partners. While remaining technology-
independent, it is a certified partner of suppliers such as Microsoft, Oracle, Cognos, IBM and Progress.
Real’s services are set up around a “Software Factory” approach, providing a powerful modular development basis
using the “Plan-Build-Run methodology”. This methodology stands for flexibility, continuity and efficiency. It is
thus able to support the entire software lifecycle, from the planning/design phase to the build/deploy phase and the
run/maintenance phase. Real can assist its customers in any or all of the phases at any point in the software lifecycle.
The Professional Services offering of Real mainly consists of “Managed Services” and “Technology Innovation”.

                                                          83
As part of its “Managed services” Real delivers non-core IT support functions to companies, in particular regarding
application management and support. Real is focused on application software management and utilizes its partners
(see above) to support the outsourcing of hardware assets and hardware support.
Managed Services are typically provided on a service level agreement (SLA) basis. The SLA provides for the level
of resources, performance expectations and costs structures. Generally, SLA’s have both fixed price and time and
material pricing elements. In some cases, SLA’s include performance based fees, as well.
“Technology Innovation” encompasses the assistance and support for systematic renewal of technological appli-
cations, enabling the customer to innovate his core business, and providing the empowerment to remain agile and
adapt quickly to a changing environment or to new strategic options. The core activities are greenfield development
and the migration and integration of existing applications. These projects are typically also implemented through
the “Software Factory”.
Real is CMMI (Capability Maturity Model Integrated) and PMBOK (Project Management Body of Knowledge)
certified. These industry standard certifications guarantee Real’s customers of being delivered a high-quality,
structured and documented service, in accordance with the highest project management standards.
Because of its expertise in various sectors (among others, public sector, industry, services, life sciences, logistics
and distribution and telecommunications), Real can rapidly and efficiently react to sector-related challenges. In a
number of sectors, Real has developed specific software packages ( Real’s “Business Solutions”).

     Business Solutions
The Business Solutions (“Solutions”) division is consists of the following specific components:

1. Enterprise solutions
As a certified partner of leading software suppliers such as Microsoft, Oracle and Cognos, Real offers total solutions
for corporate applications at medium-sized and large companies. Using the “Plan-Build-Run methodology” Real
draws up a full solution based package on its customers’ infrastructure and requirements: a software package from
one of Real’s partners in combination with its professional services (see below).
Real offers to improve the professional IT environment of its clients providing them with better and faster access to
information, both internal and external.
Real’s expertise in the field of enterprise solutions is built up around Business intelligence, Information manage-
ment, Web solutions and Customer Relationship Management (CRM).

2. Business applications
The “Business Applications” offering of Real mainly consists of RITM, RIMSES, FIMACS and Real Applied
Wholesale.
RITM stands for “Real Interactive Textile Management” solution, developed together with leading textile man-
ufacturers based upon best practices. RITM is a unique enterprise resource planning system aimed at enhancing the
overall quality of textile manufacturing activities by (among others) reducing lead times, ensuring on-time delivery,
eliminating quality problems and increasing manufacturing throughput.
RIMSES is a flexible and easy to use Computerized Maintenance Management System (CMMS), sold mainly to
hospitals and manufacturing companies. RIMSES is ideal for supporting all in-house maintenance activities of
equipment and for managing third-party out-sourced contracts and contractors. From individual equipment
components to an entire plant, RIMSES gives the customer immediate access to the current state of maintenance
for any of its equipment assets.
FIMACS is a complete financial management and accounting solution for production, service and distribution
businesses, as well as the public market. FIMACS is sold stand-alone and in combination with RIMSES and RITM.
An important feature of the product is its open design allowing easy integration with back office and third party
systems.
With “Real Applied Wholesale”, Real focuses on the wholesale market segment. This strategic ERP solution
integrates supply chain management with stock management, logistics, warehouse management, CRM, e-com-
merce and business intelligence. The system is built upon a platform allowing for easy customer customization.

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Software Factory
The Software Factory is a workflow model that leverages experience by encapsulating knowledge as a reusable
asset that others can apply. Productivity, scalability, risk management and reusability are key parameters. The
Software Factory is capable of providing the entire development life cycle efficiently and cost-effectively to its
clients.

1. More productivity and quality
Scaling up to much higher levels of productivity requires reusable components to produce families of similar but
distinct applications or individual solutions. This results in more efficiency, because only the parts of an application
or solution that are different from other members of a family have to be rebuilt. It also leads to a higher degree of
quality because existing components already proven in other applications will be reused.

2. The industrialization of software development
The Software Factory synthesizes key ideas and innovations in software development (such as domain specific
languages and software product lines) into a cohesive approach to software development that can learn from the best
patterns of industrialized manufacturing.
By utilizing the fundamentals of industrial manufacturing, a true Software Factory can achieve a superior level of
application assembly even when assembling new or horizontal solutions.

3. Encapsulating knowledge in reusable assets
Real’s effective Software Factories allow existing components, applications and systems to be easily consumed,
integrated and orchestrated in the construction of software deliverables. The key is to leverage experience by
encapsulating knowledge as reusable assets that others can apply.

Geographic spread
Real is active in Belgium, the Netherlands, Luxembourg and France. The headquarters in Kontich (Belgium)
controls operations in Belgium and the Netherlands. Real’s international operations are further performed through
Airial Conseil SA and Oriam SA in France, Real Solutions SA in Luxembourg, Supply Chain Software NV and the
internationalization of a select portfolio of solutions.

Airial Conseil SA — France
Airial Conseil SA offers a large array of IT services, ranging from consultancy and engineering, via integration,
development and implementation through to maintenance of third-party products, technical support and training
services to long term historical clients focused around legacy systems and new projects. The unit had 290
employees as of December 2007. Its client base offers some clear advantages: it is less exposed to downwards
economical cycles and to the threat of off shoring and it has a solvable client base.
Important clients include APHP (Hopitaux de Paris), France Telecom, the Ministry of Justice, CNAM (Caisse
Nationale d’Assurance Maladie), RATP, Mairie de Paris and Ministry of Agriculture. About two thirds of such
clients have been serviced for over five years.
In 2005, the business focused on transitioning from the management of its original founders to a new professional
management team, on integrating within the Real Group’s strategy and on positioning itself for growth in the same
way as the Belgian business is structured. The results reported continue to demonstrate the stability of the business
and the improvement of its profitability. Since then, new focus has been put on both growth and efficiency and a
development of new clients and offerings while maintaining the historical client base.
Airial Conseil SA SA reported a turnover of 31.6 million Euro in 2007.
More information on Airial Conseil SA can be found at www.airial.com.

Real Solutions SA — Luxembourg
Real Solutions SA offers solutions composed of self developed software like IBSY (front and back office system for
the automation of private banking activity) and AOF-DM, services and hardware to the banking community in
Luxembourg.

                                                          85
Real Solutions SA’s main solutions, such as the Electronic Document Management solution, management systems
and the collaborative solutions, have also successfully been implemented in various other environments and have
generated directly (license and maintenance fees) and indirectly (services) revenues in non-banking activities.
Real Solutions SA’s software offer to the financial community includes different modules. IBSY 3.0 is an Oracle
based modular system that offers tools for multi-currency transaction processing; valuation inquiries or statements,
accounting analysis and reporting. Real Solutions has launched an independent package to comply with the new
IAS/IFRS rules, including booking engine, multi-entity and multi-accounting structure. Real Portfolio is a Web-
based portfolio management system.
Real Solutions also acts as distributor for major software companies.
Real Solutions SA reported a turnover of 15.4 million Euro in 2007.
More information on Real Solutions SA can be found at www.realsolutions.lu.

Oriam SA
Oriam is a French based software application vendor active in the design, development, implementation and support
of applications that are specifically targeted at the pharmaceutical, biotechnology and healthcare segment. The
company services a large national and international install base of industry leading companies.
“EC1 Trial Manager” is a clinical trial management system (CTMS) which manages all administrative, financial
and regulatory processes in a clinical trial.
“ES1 Safety Manager” is a pharmacovigilance application that is used for gathering information about adverse
events and submitting an official declaration to the authorities.
“DataBiotec” automates “bio banks” managing a collection of biological samples of human, animal or herbal
nature. The collections are used for various research programs
Oriam SA reported a turnover of 2.7 million Euro in 2007.
More information on Oriam SA can be found at www.oriam.com.

Supply Chain Software NV
Supply Chain Software NV was initially a joint venture between Real (60%) and E.I. DuPont de Nemours Co., Inc.
(40%) a leader in the chemical sector. The business was set up in 1989 with the expert team that was at the time
responsible for DuPont Europe’s supply chain solutions.
From its offices in Kontich, Supply Chain Software NV supports over 2,500 DuPont users at 55 sites all over
Europe. Given this experience, Supply Chain Software NV has a professional team that is completely familiar with
the activities of a complex multinational network in a mixed computer environment. Supply Chain Software NV has
functional and technical experience in systems which focus on the activities that constitute the backbone of the
supply chain: order registration, stock management, production planning, forecasting, warehousing, customs
administration, distribution and customer relations.
On October 12, 2007, Real acquired from DuPont its 40% interest in Supply Chain Software NV gaining 100%
control. This should allow Real to fully integrate the business, leveraging Real’s sales and distribution and Supply
Chain Software NV’s significant supply chain management skills.
Supply Chain Software NV reported a turnover of 4.8 million Euro in 2007.

     Sales & Marketing
The gathering of all sales and marketing personnel in a single overarching department is mainly intended to
optimize relations with the market and customers. The integration of all sales and marketing activities and the focus
on niche solutions and services with the specific selected market segments in which the group wants to be active
also has the effect of considerably enhancing Real’s commercial strength.
Sales & Marketing sells the Real Group’s IT services and solutions and formulates customers’ needs in the niche
markets in which the business operates. Sector development, solution management and the customer service and
support centers are accommodated within this entity.

                                                         86
5.3.5 R&D — Patents and Intellectual Property
     Research and Development
The management has developed a vision and “roadmap”, plotting out a migration path to the platforms/architectures
on which the group wishes to build further in the future. The integration of the various product development teams
will be further intensified, amongst others through the application of the Software Factory approach.
The introduction of CMMI@ Real procedures in 2005 within the product development is another initiative to
standardize and increase the quality of the products. The CMMI@ Real program is based upon the Capability
Maturity Model Integrated (CMMI), a quality program developed by the Software Engineering Institute (SEI), a
US-based research and development center. Real achieved certification for CMMI Level II in September 2006, and
all relevant elements of Level III are being implemented through the Software Factory. The achievement of this
CMMI certification is a key-differentiator in the market and grants Real a particular advantage against its
competitors.

     Intellectual Property
Apart from the standard licensing agreements entered into by Real Group as a reseller with businesses such as
Microsoft, Oracle, Progress, IBM, Sun and Business Objects, there is no material dependency on patents or licenses.
Real, being the developer and owner of the intellectual property rights pertaining to the Knowledge and Business
Solutions with it develops itself, sought trademark protection through Benelux and international registration,

5.3.6 Plant, Property and Equipment
     General
Real’s headquarters are located in Kontich (Belgium), with offices at Zaventem and Houthalen (Belgium),
Luxembourg (Grand Duchy of Luxembourg) and Paris (France).
All offices including the land in Kontich, are financial leases.
For an overview of the plant, property and equipment of Real, reference is made to the table below.
The cost of an item of property, plant and equipment is recognized as an asset if, and only if, it is probable that future
economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.
After initial recognition, all items of property, plant and equipment are stated at cost, less accumulated depreciation
and impairment losses. The cost of an item of property, plant and equipment comprises its purchase price, any cost
directly attributable to bringing the asset to the location and condition for it to be capable of operating in the manner
intended by management.
Depreciation is calculated over the estimated useful lives of property, plant and equipment using the straight-line
method. Depreciation starts when the assets are ready for their intended use. Note that the cost of an item of
property, plant and equipment is recognized as an asset if, and only if, it is probable that future economic benefits
associated with the item will flow to the Group and the cost of the item can be measured reliably. After initial
recognition, all items of property, plant and equipment are stated at cost, less accumulated depreciation and
impairment losses. The cost of an item of property, plant and equipment comprises its purchase price, any cost
directly attributable to bringing the asset to the location and condition for it to be capable of operating in the manner
intended by management.
The following rates are used for the depreciation of property, offices and equipment:
     •   Buildings 5%
     •   Machinery & fixtures 10-25%
     •   Computer & office equipment 10-33%
     •   Vehicles 25%
     •   Land is not depreciated
Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets
or, where shorter, the term of the relevant lease.


                                                           87
                                                                                            Land &      Computers &       Furniture
                                                                                            Building   office equipment    & other    TOTAL

Gross Carrying amount
At January 1, 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           7,347         11,576          4,152      23,075
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         36            544            143         723
Acquire on acquisition of a subsidiary . . . . . . . . . . . . . . . . . .                      —              —              —           —
Exchange differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                —              —              —           —
Disposal of a subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . .                —             (40)           (19)        (59)
Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         —              (3)          (260)       (263)
Reclassified . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          —              —              —           —
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       —              —              —           —
At January 1, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           7,383         12,077          4,016      23,476
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         20            487            211         718
Acquire on acquisition of a subsidiary . . . . . . . . . . . . . . . . . .                      —              —              —           —
Exchange differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                —              —              —           —
Reclassified as held for sale . . . . . . . . . . . . . . . . . . . . . . . . .             (3,354)        (2,909)          (483)     (6,746)
Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         —              —            (461)       (461)
Reclassified . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          —              —              —           —
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       —              —              —           —
At December 31, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               4,049          9,655          3,284      16,988
Comprising: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           —              —              —           —
At cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4,049          9,655          3,284      16,988
At valuation 2006. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              —              —              —           —
Accumulated deprecation and impairment
At January 1, 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,123         10,788          3,419      16,330
Depreciation charge for the year . . . . . . . . . . . . . . . . . . . . . .                   231            554            274       1,059
Impairment loss recognized in profit . . . . . . . . . . . . . . . . . . .                      —              —               1           1
Exchange differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                —              —              —           —
Eliminated on disposal of a subsidiary. . . . . . . . . . . . . . . . . .                       —             (40)           (19)        (59)
Eliminated on disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                —              (3)          (252)       (255)
Reclassified . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          —              —              —           —
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       —              —              —           —
At January 1, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,354         11,300          3,423      17,077
Depreciation charge for the year . . . . . . . . . . . . . . . . . . . . . .                   258            605            161       1,025
Impairment loss recognized in profit or loss . . . . . . . . . . . . .                          —              —              —           —
Exchange differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                —              —              —           —
Reclassified as held for sale . . . . . . . . . . . . . . . . . . . . . . . . .             (1,174)        (2,775)          (391)     (4,340)
Eliminated on disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 —              —            (411)       (411)
Reclassified . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          —              —              —           —
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       —              —              —           —
At December 31, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               1,438          9,130          2,783      13,351
Net carrying amount
At December 31, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 2,611            525            501       3,637
At December 31, 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 5,029            777            593       6,399

Land and buildings
Assets owned by Real as per December 31, 2007 include the following property:
Department: Kontich
Postal code: 2550
Street + No.: Prins Boudewijnlaan 26
Section: B
Number: 78/G — 81/S




                                                                              88
5.3.7 Employees
      Number of Employees and Personnel Movements
On December 31, 2007, the Real Group employed 851 employees. Following the Axias NVacquisition (see Section
5.13.4) 58 new employees and consultants joined the Real Group. Since financial year 2004, the number of
employees developed as follows: on December 31, 2004, the Group employed 1,251 employees, on December 31,
2005, 1,155 employees and on December 31, 2006, 968 employees.
On December 31, 2007 the distribution of personnel was as follows:

Segment                                                                                                                        No. of Personnel

Advanced Technology Solutions . . . . . . . . . . . . . . . . . . . . . . . . .                 ......................               638
Applied Solutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         ......................               161
Sales & Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         ......................                20
Staff & Support . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       ......................                32
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   ......................               851
The personnel evolution of the last three years can be explained on the one hand by the disposal of non-core
businesses and activities within the Real Group, and on the other hand by the following factors: (i) feeling of
insecurity regarding the survival of Real that started in 2004/2005 but continued until turnaround was completed in
2006; (ii) strategic choices Real made over the last three years regarding its products and services; (iii) new
company culture based on merit and accountability, introduced at the entry of the new reference shareholder; and
(iv) Centralization of supporting services (administration, personnel, sales & marketing).

      Works Council
Real pursues a positive collaboration with its respective collective bodies (“works council”, “committee for
prevention and protection”, “union delegation”).
The works council meets, on average, 12 times per year and deals with a number of recurrent items on its agenda
such as the meeting reports, the to-do lists, human resources management, car park, sales successes and financial
results (annual, half-year and quarterly) of Real. Furthermore, a number of special items were discussed such as
employee satisfaction survey and the social elections.
Besides the ordinary meetings, a number of extraordinary meetings are held to inform and consult regarding
specific events.
Finally, the works council annually organizes an “Economic and Financial Information Day” in the presence of
Real’s statutory auditor.

      International Overview
Hereinafter is an overview of personnel divided per country on December 31, 2007:

                                                                                                                            No. of personnel
                                                                                                                           after the Axias NV
                                                                                                                          acquisition and / the
                                                                                                                              Supply chain
Country                                                                                              No. of Personnel   Software NV acquisition

Belgium . . . . . . . . . . . . . . . . . . . . . . . . . . . .      ..................                   483                    464
France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   ..................                   306                    311
Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . .         ..................                    73                     74
The Netherlands . . . . . . . . . . . . . . . . . . . . . .          ..................                     2                      2
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    ..................                   864                    851

      Shareholding and Stock Options
Real has created three share option schemes for the employees, directors and consultants of the company and its
affiliated subsidiaries, named “Warrants 2001” (expired), “Warrants 2005” and “Warrants 2007”. Today, the
“Warrants 2007” scheme is the most relevant. For further details with respect to shareholding by employees and
stock option at the benefit of employees and any arrangements for involving employees in Real’s share capital,
reference is made to Section 5.5.

                                                                             89
5.3.8 Material Contracts
Factoring Agreement dated 28 July, 2005 between Factobail SA and Airial Conseil SA
Since 2005 most of the trade receivables of Airial Conseil SA are prefinanced through factoring. The invoices
transferred to the factoring companies are still included in the trade receivables, in accordance with IAS 32 and 39.
As per December 31, 2006 the receivables transferred to the factoring companies amounted to 4,666 million Euro.
The credit risk on liquid funds and derivative financial instruments is limited, as the counterparts is a bank with high
credit ratings assigned (indirect) by international credit-rating agencies.

Management Consulting Agreement dated December 20, 2005 between Gores Technology Group LLC and
Real
Gores Technology Group LLC provides Real resources to assist Real with its turn-around and on-going support of
operations with a corporate infrastructure that includes: finance and taxation advice; legal advice; management and
operational advice and support; advice regarding facilities leases and subleases; sales and marketing and customer
relations support; technology development assistance and human resources support, employee training, and advice/
support with respect to mergers and acquisitions. The fees due by Real are calculated on the basis of the actual hours
spent at a composite hourly rate of $300 (inclusive of administrative support). This agreement is invoiced on a time
and materials basis at “market rates” for services. The costs for these services have been significantly declining as
Real has completed its turn-around.
The agreement was entered into until December 31, 2005 with annual renewal for additional one calendar year
periods, unless either party notifies the other party in writing at least three months prior to the expiration of the (then
applicable) term of its decision not to renew the agreement. The agreement is currently still valid.

5.4   Share Capital and Shares of Real
5.4.1 Share Capital and Shares
On the date of this Prospectus, the share capital of Real amounts to 17,842,045.53 Euro, and is fully paid-up. It is
represented by 284,017,936 ordinary shares, each representing a fractional value of 0.06282 Euro or one
284,017,936th of the share capital. Real’s shares do not have a nominal value.
At the start of the financial year 2007, the share capital of Real amounted to 17,573,865.69 Euro, represented by
279,748,916 shares.
During the last three financial years, Real’s share capital has been increased a number of times. The majority of
these capital increases occurred through contributions in kind, as a consequence of which more than 10% of the
company’s share capital has been paid for with assets other than cash.




                                                            90
The table below gives an overview of the history of the share capital and the shares of Real since 2004. The overview
should be read together with the notes set out below the table.
                                                      Number of       Issue Price      Increase in         Capital After     Shares After
                                                       Shares          per Share         Capital          the Transaction        the
         Date        Transaction                       Issued            Euro             Euro                 Euro          Transaction
April 6, 2004      Increase in capital by the         150,966,763            1.04       9,485,616.66       11,398,141.42      181,440,666
                   contribution in kind of a
                   debt against Real for
                   157,036,633.13 Euro1
August 5, 2004     Conversion of 825 ACBs2                  8,250           35.57             518.27       11,398,659.69      181,448,916
April 25, 2004     Increase in capital by a             1,600,000            0.50            100,512       11,499,171.69      183,048,916
                   contribution in kind of debt
                   claims on the part of Mr
                   Rudy Hageman and Indi NV
                   against Real for 800,000
                   Euro3
July 28, 2005      Conversion of remaining                438,900           35.57          27,571.70       11,526,743.39      183,487,816
                   43,890 ACBs4
May 18, 2006       Increase in capital by a             7,624,979            0.33         479,001.18       12,005,744.57      191,112,795
                   contribution in kind of debt
                   claims on the part of Mr Leo
                   Meuris against Real for
                   2,516,243.22 Euro5
August 24, 2006    Conversion 1,500                    27,273,000            0.55       1,713,289.86       13,719,034.43      218,385,795
                   G1-convertible bonds6
September 29, 2006 Increase in capital by a            61,363,121            0.73       3,854,831.26       17,573,866.69      279,748,916
                   contribution in kind of
                   senior secured debt on the
                   part of (i) Real Holdings
                   LLC and (ii) Avobone NV,
                   for a total amount of
                   44,795,078.82 Euro7
July 3, 2007       Contribution in kind of the          3,725,531         0.06282         234,037.86       17,807,903.55      283,474,447
                   2,500 shares of Axias NV8
October 2, 2007    Share increase and share                      0           NA       476,221,031.47       17,807,903.55      283,474,447
                   decrease, without any shares                                      (476,221,031.47)
                   issued9
January 28, 2008   Issuance of 534,489 shares             534,489         0.06282          34,141.98       17,842,045.53      284,017,936
                   in the framework of the
                   contribution of an
                   outstanding payable under
                   the acquisition of Axias
                   NV8

Notes:
1.   Contribution in kind of receivables by Gores Technology Group LLC for a nominal amount of 157,036,633.13 Euro in the framework of the
     debt restructuring of the Real Group.
2.   Excluding an issuance premium of 1.73525 Euro per share or 14,315.85 Euro in total which was already booked as issuance premium
     upon the initial issuance of the ACB’s in 1998.
3.   Contribution in kind of a receivable by Indi NV in the framework of a settlement agreement between Real and Indi NVand Rudy Hageman,
     for a nominal amount of 800,000.00 Euro.
4.   Excluding an issuance premium of 1.73525 Euro per share or 761,601.23 Euro in total which was already booked as issuance premium
     upon the initial issuance of the ACB’s in 1998.
5.   Contribution in kind of a receivable by Leo Meuris in the framework of a settlement agreement between Real and Leo Meuris, for a
     nominal amount of 2,516,243.22 Euro.
6.   Voluntary conversion of 1.500 G1-convertible bonds owned by Real Holdings LLC and Roosland Beheer BV for a total amount of
     15,000,000 Euro at a fixed conversion rate of 055 Euro per share.
7.   Contribution in kind of a receivable by Real Holdings LLC and Avobone NV in the framework of a debt to equity conversion for a nominal
     amount of 44,795,078.82 Euro.
8.   Issuance of Real shares as consideration under the Axias NV acquisition (see also Section 5.13.4).
9.   Capital increase by incorporation of the issue premium and absorption of the balance sheet losses.




                                                                     91
5.4.2 Description of the Rights Attached to the Shares of Real
The Offering Shares have the same rights and benefits as the existing shares of Real. The Offering Shares are
without nominal value. The Offering Shares will entitle the holder thereof to the dividend of the financial year for
the year-end March 31, 2008 (or December 31, 2008)(35)and will be listed on Euronext Brussels.
The rights attached to the shares of Real are described in the Belgian Company Code and Real’s articles of
association. A summary is given below.

      Voting rights
Each shareholder of Real is entitled to one vote per share.
Voting rights can be suspended in relation to shares:
      •   which were not fully paid up, notwithstanding the request thereto of the board of directors of Real;
      •   to which more than one person is entitled, except in the event a single representative is appointed for the
          exercise of the voting right;
      •   which entitle their holder to voting rights above the threshold of 3%, 5%, or any multiple of 5% of the total
          number of voting rights attached to the outstanding financial instruments of Real on the date of the relevant
          general shareholders’ meeting, except in the event where the relevant shareholder has notified Real and the
          CBFA at least 20 days prior to the date of the general shareholders’ meeting on which he or she wishes to
          vote of its shareholding exceeding the thresholds above; and
      •   of which the voting right was suspended by a competent court or the CBFA.
Generally, the shareholders’ meeting has sole authority with respect to:
      •   the approval of the statutory financial statements of Real;
      •   the appointment and resignation of directors and the statutory auditor of Real;
      •   the granting of discharge of liability to the directors and the statutory auditor;
      •   the determination of the remuneration of the directors and of the statutory auditor for the exercise of their
          mandate;
      •   the distribution of profits;
      •   the filing of a claim for liability against directors;
      •   the decisions relating to the dissolution, merger and certain other re-organizations of Real; and
      •   the approval of amendments to the articles of association.

      Preferential subscription right
In the event of a capital increase in cash with issue of new shares, or an issue of convertible bonds or warrants, the
existing shareholders have a preferential subscription right to subscribe to the new shares, convertible bonds or
warrants, pro rata of the part of the share capital represented by the shares that they already have. The preferential
subscription right can be exercised during a period of 15 days following the opening of the subscription.
The general shareholders’ meeting can decide to limit or cancel the preferential subscription right, subject to special
reporting requirements. Such decision must satisfy the same quorum and majority requirements as the decision to
increase the share capital. The shareholders can also decide to authorize the board of directors to limit or cancel the
preferential subscription right at the occasion of the issuance of securities within the framework of the authorized
capital, subject to the terms and conditions set out in the Belgian Company Code. Such authorization has been
granted to the board of directors.
In principle, the authorization of the board of directors to increase the share capital through contributions in cash
with cancellation or limitation of the preferential subscription right of the existing shareholders will be suspended as
of the notification to Real by the CBFA of a public takeover bid on the company’s securities. The general
shareholders’ meeting can, however, authorize the board of directors to increase the share capital by issuing shares

(35) Depending on whether the realignment of the financial years of Real and Dolmen as currently envisaged would be actually implemented or
not; see; Section 4.1.3.

                                                                   92
in an amount of not more than 10% of the company’s outstanding shares at the time of such a public takeover bid.
Such authorization has also been granted to the board of directors of Real, as described below under Section 5.4.4.

     Right to attend and vote at the general shareholders’ meeting
Annual general shareholders’ meeting — The annual general shareholders’ meeting is held in the municipality in
which the registered office of Real is located (or at the place mentioned in the notice convening the annual general
shareholders’ meeting), each year on the last Tuesday of March at 4:00 pm. During the annual general shareholders’
meeting, the board of directors submits the audited statutory and consolidated annual accounts, together with the
statutory and consolidated annual report of the board of directors and the related external auditor’s reports. The
general meeting then deliberates on the approval of the statutory annual accounts, the proposed allocation of the
company’s profit or loss, the discharge from liability of the directors and statutory auditor, and, when applicable, the
appointment or dismissal of the directors and statutory auditor.
Special and extraordinary general shareholders’ meetings — The board of directors or the statutory auditor can at
any time when the interests of the company so requires, convene a special or extraordinary general shareholders’
meeting. Such shareholders’ meetings should also be convened every time one or more shareholders representing at
least 20% of the company’s share capital so request. Shareholders that do not hold at least 20% of Real’s share
capital do not have the right to have the general shareholders’ meeting convened. Shareholders that hold at least 5%
of Real’s share capital can, however, submit proposals to the board of directors to add or amend agenda items for the
general shareholders’ meeting. Such proposals must be submitted sufficiently in advance to the convening of the
general shareholders’ meeting.
Notice convening the general meeting — The notice convening the general shareholders’ meeting must indicate the
agenda, place, date, and time of the meeting, and the proposed resolutions that will be submitted to the meeting. The
meeting cannot deliberate and vote on items that are not mentioned on the agenda, unless all shareholders are
present or represented and decide unanimously to place such items on the agenda. The notice must be published in
(i) the annexes to the Belgian Official Gazette, and (ii) a newspaper with nationwide distribution in Belgium). A
publication in the annexes to the Belgian Official Gazette suffices for notices convening the annual general
shareholders’ meeting if such meeting takes place in Kontich and on the place, date and hour referred to above and if
the agenda is limited to the submission of the financial statements, the reports of the board of directors and statutory
auditor relating thereto, and the discharge from liability of the directors and statutory auditor. The holders of
registered shares, warrants and bonds are personally notified by letter at least 15 days prior to the meeting.
Formalities to attend the general meeting — In order to attend the general shareholders’ meeting, holders of
dematerialized securities must deposit, at the latest on the third working day (not including Saturdays) prior to the
meeting, a certificate issued by a recognized account holder with the clearing agency for the company’s security or
the clearing agency itself at the company’s registered office or at any other place indicated in the notice of the
meeting confirming the number of securities that have been registered in the name of the holder and stating the
unavailability of the securities until after the date of the general meeting. The holders of bearer securities in physical
form should deposit their securities by the same deadline at the company’s registered office or at any other place
indicated in the notice convening the meeting. The holders of registered securities must be registered in the relevant
register book and, where applicable, can be requested to inform the board of directors on the third working day at the
latest (not including Saturdays) prior to the meeting of their intention to attend the meeting.
Powers of attorney — Each shareholder has the right to attend the shareholders’ meeting and to vote at the general
shareholders’ meeting either in person or by virtue of a proxy. The proxy holder does not need to be a shareholder.
The board of directors can request the shareholders, if necessary, to use a model power of attorney (with voting
instructions).
Quorum and majorities — In general, there is no quorum requirement for a general shareholders’ meeting, and
decisions are passed by a simple majority of votes of the shares present and represented. Capital increases not
decided by the board of directors within the framework of the authorized capital, resolutions regarding dissolution,
mergers and certain other reorganizations of the company, amendments to the articles of association (other than an
amendment of the corporate purpose), and certain other matters referred to in the Belgian Company Code do not
only require the presence or representation of a quorum of at least 50% of the company’s share capital, but also the
approval of at least 75% of the votes cast. Any amendment to the company’s corporate purpose requires the approval
of at least 80% of the votes cast at the general shareholders’ meeting, which can in principle only validly pass such
resolution if a double quorum of at least 50% of the company’s share capital and at least 50% of the profit
certificates, if any, are present or represented. In the event the quorum requirements are not fulfilled during the first
meeting, a second meeting needs to be convened through new notice, in which case this second, new general
meeting may validly deliberate and decide, irrespective of whether a quorum is present or represented.

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     Dividends

All shares participate in the same manner in Real’s profits (if any) as of and for the entire financial year starting on
January 1, 2008 and for each subsequent financial year. In accordance with the Belgian Company Code, the
shareholders can in principle decide on the distribution of profits with a simple majority vote at the occasion of the
annual general shareholders’ meeting, based on the most recent audited statutory financial statements, prepared in
accordance with the generally accepted accounting principles in Belgium and based on a (non-binding) proposal of
the company’s board of directors. Real’s articles of association also authorize the board of directors to issue interim
dividends on profits of the current financial year subject to the terms and conditions of the Belgian Company Code.

Dividends can be distributed only if following the declaration and issuance of the dividends the amount of the
company’s net assets on the date of the closing of the last financial year as follows from the statutory financial
statements (i.e., the amount of the assets as shown in the balance sheet, decreased with provisions and liabilities, all
as prepared in accordance with Belgian accounting rules), decreased with the non-amortized costs of incorporation
and extension and the non-amortized costs for research and development, does not fall below the amount of the
paid-up capital, increased with the amount of non-distributable reserves. In addition, prior to distributing dividends,
5% of the net profits must be allotted to a legal reserve, until the legal reserve amounts to 10% of the share capital.

     Rights regarding liquidation

Real can be dissolved by a resolution of the shareholders passed with a majority of at least 75% of the votes cast at
an extraordinary general shareholders’ meeting, at which at least 50% of the share capital is present or represented.

If, as a result of losses incurred, the ratio of the company’s statutory net assets (as defined by Belgian legal and
accounting rules) to its share capital is less than 50%, the board of directors should, within two months of the date on
which it discovered or should have discovered this undercapitalization, convene a shareholders’ meeting, at which
the board of directors must propose either the dissolution of the company or other measures for the continuation of
the company. Shareholders representing at least 75% of the votes validly cast at this meeting, at which 50% of the
outstanding share capital of the company must be present or represented, may instruct the board of directors either
to continue running the company or to dissolve it.

If, as a result of losses incurred, the ratio of the company’s net assets to its share capital is less than 25%, the same
procedure should be followed, it being understood that a resolution for the dissolution of the company can be passed
as soon as approved by 25% of the votes cast at the meeting. If the company’s net assets have fallen below 61,500
Euro, each interested party is entitled to request the competent Belgian court to dissolve the company. In that event,
the company may present a plan for the continuation of its activities. The court can order the dissolution of the
company, or grant the company a grace period within which the company is to remedy the situation.

If the company is dissolved, the assets or the proceeds from the sale of the remaining assets must, after payment of
all debts, liquidation fees and taxes, be distributed on an equal basis to the shareholders, taking into account any
preferential rights with regard to the liquidation of share having such rights. Upon the date of this Prospectus, there
are no shares that have such preferential rights with respect to liquidation.

5.4.3 Changes to the Share Capital

     Changes to the share capital decided by the shareholders

The general shareholders’ meeting can decide to increase or decrease the company’s share capital at any time. Such
resolution must satisfy the quorum and majority requirements which apply to amendments to the articles of
association, as described above in Section 5.4.2.

     Changes to the share capital decided by the board of directors

In accordance with the Belgian Company Code, Real’s general shareholders’ meeting can, subject to the same
quorum and majority requirements, authorize the board of directors to increase Real’s share capital within certain
limits without any further approval of the shareholders. This is the so-called “authorized capital”. This authorization
should be limited in time (the authority can only be granted for a renewable period of maximum five years) and in
scope (the authorized capital may not exceed the amount of the company’s share capital). On October 2, 2007 the
board of directors of Real was authorized to increase the share capital of the company within the limits of its
authorized capital of the company (the notarial deed in that respect was published in the annexes to the Belgian
Official Gazette of November 5, 2007). These powers are further discussed in Section 5.4.4 below.

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5.4.4 Authorized Capital
The board of directors may, within the limits of its powers and within the authorized capital, issue shares, with or
without voting rights or with the same or different rights and benefits, either preferential or otherwise, as those
linked to the existing shares in the company, warrants or convertible bonds (see also Section 3.9.2 above).
The authority of the board of directors within the authorized capital is applicable not only for increases in capital
through contribution in cash by the existing shareholders in accordance with their preferential right, but also for
increases in capital through contribution in kind and increases in capital through contribution in cash with limitation
or cancellation of the preferential subscription right of the shareholders, even in favor of persons who are not
employees of Real or its subsidiaries.
At the extraordinary general shareholders’ meeting held on October 2, 2007 the board of directors has been
authorized to increase the company’s share capital with a of 17,807,903.55 Euro, excluding issuance premiums (if
any) within the framework of the authorized capital. This authorization has been inserted as Article 6 of Real’s
articles of association. The authorization is valid for a term of five years as of the publication thereof in the annexes
to the Belgian Official Gazette. The authorization has been published in the annexes to the Belgian Official Gazette
on November 5, 2007.
Real confirms that its board of directors has the required authority to issue such shares in the framework of the
authorized capital of Real, in accordance with the resolution of the general shareholders’ meeting of Real taken on
October 2, 2007 and as set forth in Article 6 of the articles of association of Real under the wording quoted in
Section 3.9.2 above.
The same extraordinary general shareholders’ meeting also authorized the board of directors to increase the
company’s share capital through contributions in kind or through contributions in cash with cancellation of the
preferential subscription right of the shareholders, even for the benefit of the persons who are not members of Real’s
personnel, in the event the board of directors is notified by the CBFA of a public takeover bid on the company’s
securities. This authorization is valid for a term of three years as of October 2, 2007.
On the date of this Prospectus, the board of directors has not made any use of its authority to increase the company’s
share capital, except with respect to the issuance of 534,489 new shares in the framework of the Axias NV
transaction (see also in Section 5.13.4). Accordingly, the board is still authorized to increase Real’s share capital
with a maximum amount of 17,773,761.50 Euro, excluding issuance premiums, if any. This enables the board of
directors to issue a maximum of 282,930,958 new shares (at a fraction value of 0.06282 Euro per share to be
allocated to the company’s share capital, and excluding issuance premiums, if any).

5.4.5 Acquisition of Own Shares
In accordance with the company’s articles of association and the Belgian Company Code, Real can in general only
purchase and sell its own shares by virtue of a special resolution of the shareholders’ meeting, which has been
approved by at least 80% of votes validly cast, and subject to a quorum requirement of at least 50% of the share
capital and at least 50% of the profit certificates, if any. The shareholders’ approval is not required if the shares are
acquired by the company in order to offer them to the personnel.
In accordance with the Belgian Company Code, an offer to purchase shares should be made to all the company’s
shareholders under the same conditions, save for the acquisition through a purchase of shares which has
unanimously been decided upon at a shareholders’ meeting at which all shareholders were present or represented,
and save for the purchase of shares listed at Euronext Brussels. Shares can only be acquired with funds which would
otherwise be available for distribution as a dividend to the shareholders. The total amount of redeemed shares held
by the company can at no time amount to more than 10% of its share capital.

5.4.6 Form and Transferability of the Shares
The shares can take the form of registered shares or dematerialized shares. The Offering Shares will take the form of
dematerialized shares.
All of Real’s shares, including the Offering Shares upon delivery, are fully paid-up and freely transferable.

5.5   Warrants
5.5.1 Warrants 2001 (expired)
On December 21, 2001, the extraordinary general shareholders’ meeting of Real created 2,186,845 warrants, named
“Warrants 2001”, within the framework of a stock option plan for employees, directors and consultants of Real and

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its subsidiaries. The Warrants 2001 were created by the extraordinary general shareholders’ meeting held on
December 21, 2001 within the framework of a share option plan for employees, directors and consultants of the
company and its affiliated companies. These Warrants 2001 had in principle a term of five years, starting as of
December 21, 2001. Accordingly, all Warrants 2001 have presently expired.


5.5.2 Bank Warrants (expired)

On December 21, 2001, the company created 4,000,000 warrants, called “Bank Warrants”. On April 6, 2004, the
extraordinary general shareholders’ meeting decided — at the occasion of the assumption of the bank debt by Gores
Technology Group, LLC. — to cancel and destroy all 4,000,000 Bank Warrants, with the consent of their holders.


5.5.3 Warrants 2005 (not subscribed for)

On July 28, 2005, the board of directors of Real created, in the framework of the authorized capital, 2,872,943
warrants, named “Warrants 2005”, within the framework of a stock option plan for certain key-employees of Real.
The warrants have been subscribed by Real and can be granted by the Real’s appointment and remuneration
committee to the relevant beneficiaries. The relevant features of these Warrants 2005 have been summarized below.
The appointment and remuneration committee can provide for other conditions to be set forth in a “stock option
agreement” when granting the warrants to the relevant beneficiaries, provided, however, that such other conditions
are allowed or permitted under the issuance and exercise conditions of the warrants as determined by the
extraordinary general shareholders’ meeting.

    •   Issue date:   July 28, 2005.

    •   Number of shares to be issued upon exercise of the warrants: Each Warrant 2005 entitles the holder
        thereof to one share. The new shares will have the same rights and benefits as the existing shares of the
        company. The shares will participate in the result of the company as of and for the full financial year in
        which they will be issued. Dividends paid on the shares will benefit from the right to reduced withholding
        tax rate, i.e. the so-called “VVPR” right. The VVPR right will be represented by a separate strip. The
        company will request the admission to listing of the new shares and the VVPR-strips to Euronext Brussels.

    •   Issuance price: The warrants will be offered for free or at such a price as will be provided in the stock
        option agreement of the selected employee.

    •   Exercise price: The exercise price of the Warrants 2005 will be determined by the company’s appoint-
        ment and remuneration committee and will at least be equal to (i) the average of the closing prices of the
        share of the company as quoted on Euronext Brussels or any other regulated or public market on which the
        shares of the company will then be quoted or traded during the 30 day period, or any other relevant period
        which is determined by the company’s appointment and remuneration committee, preceding the grant to
        the selected employee or (ii) the closing price of the share of the company as quoted on Euronext Brussels
        or any other regulated or public market on which the shares of the company will then be quoted or traded,
        on the day preceding the day of the grant to the selected employee.

    •   Term of the warrants: Unless the stock option agreement determines a shorter duration, the Warrants
        2005 have a term of five years as from the date on which the stock options are issued by the board of
        directors of the company.

    •   Exercise period: The warrants can only be exercised between April 1 and 15, June 1 and 15 and
        September 1 and 15 of each year, provided that the warrants have vested and are exercisable.

    •   Vesting of the warrants: The warrants vest (i.e. are finally acquired) in three slices of each 1/3 on the first,
        second and third anniversary of the date of the offer to the selected participants. The board of directors can,
        however, decide to accelerate the vesting of the warrants in case of a change of control.

    •   Increase of the share capital of the company: Upon exercise of the Warrants 2005, the share capital of the
        company shall be increased with an amount equal to the product of the number of exercised Warrants 2005
        and the fractional value of the existing shares. The amount of the exercise price of each Warrant 2005 that
        exceeds the fractional value of the existing shares, if applicable, must be booked as an issuance premium.

    •   Special note: The Warrants 2005 have been granted at an exercise price of 0.50 Euro, however have been
        refused. Consequently, all 2,872,943 Warrants 2005 could potentially still be offered to the beneficiaries

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           under the warrant plan(36), but the board of directors intends to create new warrant plans, if need be, rather
           than granting the 2005 Warrants again.

5.5.4 CS Warrants 2006 (no longer exercisable)
On September 29, 2006, Real created three warrants, named “CS Warrants” for the benefit of Credit Suisse
International. The “deed of release and termination” entered into by Real with Credit Suisse on July 16, 2007
provides that the termination of the contingent obligation of Real under the Credit Suisse Facility involves the
termination of the contingent right of exercise by the “Lender” (i.e. Credit Suisse International) of the C/S Warrants.
Consequently, the CS Warrants 2006 no longer exist.

5.5.5 Warrants 2007
On July 3, 2007, the board of directors of Real created 14,440,000 warrants, named “Warrants 2007”, within the
framework of a stock option plan for certain key-employees of Real. The Warrants 2007 have partly been granted at
issuance to executives of the company, partly been subscribed by Real in order to be subsequently granted to certain
key-employees, who all accepted their Warrants 2007. These Warrants 2007 were created in the framework of the
authorized capital by the board of directors on July 3, 2007. The relevant features of these Warrants 2007 have been
summarized below.
      •    Stock Option Plan: The Warrants 2007 are issued in the framework of a stock option plan for employees
           and other members of the senior executive management of Real. The appointment and remuneration
           committee of Real is responsible for the administration of the stock option plan and can impose additional
           terms, if any, at the time of the offer of the warrants.
      •    Form of the Warrants 2007:             The Warrants 2007 are issued in registered form.
      •    Warrants on share:          Each warrant entitles the holder thereof to subscribe to one new share of Real.
      •    Shares: The shares to be issued upon exercise of the Warrants 2007 will have the same rights and benefits
           as the existing shares of Real. The shares will participate in the result of Real as of and for the full financial
           year in which they will be issued. The new shares will not benefit from the right to reduced withholding tax
           rate, i.e. the so-called “VVPR” status.
      •    Issuance price:        The Warrants 2007 are offered for free.
      •    Exercise price: The exercise price of the Warrants 2007 will be equal to the average of the closing prices
           of the Real shares as quoted on Euronext Brussels during the 30 day period preceding the date on which the
           Warrants 2007 are issued by the board of directors, i.e. 0.47 Eur.
      •    Term: Unless the stock option agreement determines a shorter duration, the Warrants 2007 have a term of
           five years as from the date on which the Warrants 2007 are issued by the board of directors of Real.
      •    Vesting policy: The Warrants 2007 granted to a selected participant shall vest (become definitively
           exercisable) in three installments of 1/3 each on the date of grant and on the first and second anniversary of
           the date of grant. If the above installments result in a number with figures after the comma, the number
           obtained by granting the above-mentioned percentages will be rounded down. The board of directors will,
           however, accelerate the vesting of the Warrants 2007 in case of a change of control over Real. Upon
           termination of the employment or consultancy agreement, the Warrants 2007 will stop vesting (unless
           stipulated otherwise by the appointment and remuneration committee).
      •    Exercise period. Warrants 2007 which have vested can only be exercised during the following periods:
           annually, during the term of the Warrants 2007, between April 1 and April 15, between June 1 and June 15,
           between September 1 and September 15 and between December 1 and December 15. The board of
           directors may provide for additional exercise periods.
      •    Increase of the share capital: Upon exercise of the Warrants 2007 and the issuance of new shares of Real,
           the exercise price of the Warrant 2007 will be allocated to the share capital of Real. To the extent that the
           amount of the exercise price of the Warrant 2007 per share to be issued upon exercise of the Warrants 2007
           exceeds the par value of the shares of Real existing immediately preceding the exercise of the Warrants
           2007 concerned, a part of the exercise price per share to be issued upon exercise of the Warrant 2007, equal

(36) For that reason, the Warrants 2005 are not deemed to give rise to potential future voting rights. Accordingly, the Warrants 2005 are not
taken into account for the purposes of the overview under Section 5.7, or for the purposes of the dilution analyses, discussed under Section 4.3,
Section 5.8.2 and Section 5.8.3.

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          to such par value shall be booked as share capital, whereby the balance shall be booked as issuance
          premium. The issuance premium, if any, shall serve as guarantee for third parties in the same manner as
          Real’s share capital and shall be booked on an unavailable account that can only be decreased or booked
          away pursuant to a resolution of a general shareholders’ meeting passed in the manner required for an
          amendment to Real’s articles of association.

5.5.6 Warrants 2008
Real has the intention to approve upon the successful completion of the Takeover Bid a new stock option plan and
issue 6,650,000 new warrants (called “Warrants 2008”) in order to grant them to certain key-employees of Dolmen.

5.6   Convertible Bonds
5.6.1 Automatically Convertible Bonds (ACB’s)
On June 2, 1998, the board of directors of Real NV, acting within its powers at the time, issued a subordinated
automatically convertible bond within the framework of the company’s authorized capital, represented by 76,995
subordinated automatically convertible bonds or ’“ACBs”. The issue price for the ACBs was determined by the
board of directors on June 8, 1998 to be BEF14,350 (355.73 Euro) per ACB or BEF1,104,878,250 (27,389,216.38
Euro) in the aggregate. The ACBs were offered to the public in June 1998 within the framework of a public offer to
subscribe to the company’s increase in capital and were converted into shares over the years.
On July 28, 2005, in accordance with the terms and conditions of the ACB’s, as amended pursuant to the company’s
restructuring plan in 2001 and pursuant to a notarial deed passed in presence of a notary public, all remaining 43,890
outstanding ACB’s were converted into 438,900 shares. The conversion of the remaining 43,890 ACB’s Give rise to
a capital increase of 14,823,693.88 Euro.
At the date of this Prospectus, Real does not have any outstanding ACB any more.

5.6.2 G-1 Convertible Bonds
On March 29, 2005, the extraordinary general shareholders’ meeting of Real created 1,500 G-1 Convertible Bonds
within the framework of the restructuring of the company. 1,350 G-1 Convertible Bonds have been subscribed to by
Real Holdings LLC, and the remaining 150 G-1 Convertible Bonds have been subscribed to by Roosland Beheer
B.V.
On August 24, 2006 all 1,500 G-1 convertible bonds were converted into 27,273,000 shares pursuant to a notarial
deed passed in the presence of a notary public. As a result of said conversion, the share capital has increased with
1,713,289.86 Euro.
At the date of this Prospectus all G-1 convertible bonds have been converted. Real does no longer have any
outstanding G-1 convertible bonds.

5.6.3 Convertible Bonds 2007
On July 5, 2007, Real’s board of directors issued a senior, unsecured, convertible bond in the framework of the
authorized capital (under its former authorization) that was fully subscribed on July 6, 2007 (and actually paid out
ion July 16) for a total gross amount of 75 million Euro in the form of 1,500 convertible bonds with a nominal
principal amount of 50,000 Euro per bond (“Convertible Bonds 2007”).
The main terms of the Convertible Bonds 2007 can be summarized as follows:
      •   Number of Convertible Bonds 2007:      The board of directors has issued 1,500 Convertible Bonds 2007.
      •   Issuance price: The principal amount of each convertible bond is 50,000 Euro and must be fully paid up.
          The subscription price of the convertible bonds is equal to the principal amount, i.e. 50,000 Euro per
          Convertible Bond 2007
      •   Term: The Convertible Bonds 2007 have a term of five years as of their date of issuance (their maturity
          date being July 16, 2012).
      •   Form and value: The convertible bonds are issued in dematerialized form, numbered from 1 to 1,500, and
          have a nominal value of 50,000 Euro per Convertible Bond 2007.

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•   Interest / Yield: The Convertible Bonds 2007 bear a yearly interest of 2%. In addition, upon redemp-
    tion — early redemption or redemption at maturity date — an additional amount (“Premium”) will be due
    so that the proceeds for the bond holder (including interest) will amount to 5.25%.
•   Early redemption: The bond holders can demand the early redemption of the Convertible Bonds 2007 in
    the event of a change of control over Real, in the event of a breach by Real of its obligations under the terms
    of the Convertible Bonds 2007 or other loans (so-called “cross default”) and in the event of other specific
    events such as insolvency.
•   Conversion — conversion period: The Convertible Bonds 2007 can be converted at any time during the
    conversion period. The conversion period commences on the date 40 days after the payment in full of the
    Convertible Bonds 2007 and ends on the earlier of (i) the tenth day before the end of the term of the
    Convertible Bonds 2007, and (ii) the tenth day before the redemption by Real of the Convertible Bonds
    2007. Subject to compliance with the specific terms and conditions governing the Convertible Bonds 2007
    of Real, Real may require the conversion of the loan together with the accrued interest to such date; (1) at
    any time on or after January 16, 2010 provided that the market price of Real’s shares shall have exceeded
    150% of the conversion price in effect at such time on each of not less than 20 business day (as defined in
    the terms and conditions governing the Convertible Bonds 2007) in any period of 30 consecutive business
    days ending not earlier than the seventh day prior to the date on which Real calls the loan for early
    redemption (2) at any time if prior to the date on which relevant notice of redemption is given by Real less
    than 10% in principal amount of the Notes originally issued remain outstanding.
•   Initial Conversion Price: The conversion price shall be equal to 0.556 Euro, or 117.5% of the volume
    weighted average of the stock exchange price of the share of Real as listed on Euronext Brussels during a
    period of 30 days prior to the time at which the conversion price was determined by the board of directors.
    Subject to the terms and conditions governing the Convertible Bonds 2007, the conversion price, and the
    number of new shares to be issued accordingly, will be adjusted, without prejudice to the provisions of
    Article 606 of the Belgian Company Code and the maximum amount of the capital increase for which the
    board of directors has been authorized by the extraordinary general shareholders’ meeting of June 19,
    2007. In the terms and conditions governing the Convertible Bonds 2007, Real had undertaken to use all
    reasonable efforts to ensure that the adjustments to the conversion price set forth in the terms and
    conditions are at all relevant times permitted by applicable law.
•   Reset Conversion Price: The conversion price of the Convertible Bonds 2007 not already converted or
    redeemed may one year after the date of the payment in full of the Convertible Bond 2007 be reset
    downwards by up to 10% one year following the date of payment in full of the Convertible Bond 2007 to
    the average market price of the shares of Real in the period of 15 consecutive business days prior to said
    date, provided that the “Reset Conversion Price” shall in no event be lower than 90% of the “Initial
    Conversion Price” (see above).
•   Adjustment of the conversion price pursuant to capital transactions after issuance of the Convertible Bond
    2007: After issuance of the Convertible Bonds 2007, Real can proceed with capital increases, distri-
    bution of dividends, corporate restructurings, the issuance of securities convertible into shares or similar
    transactions, provided that the terms of conversion of the convertible bonds are adjusted as provided in the
    terms and conditions governing the Convertible Bonds 2007.
•   Adjustment of the conversion price pursuant to a change of control: In the event of a change of control of
    Real during the term of the loan, the conversion price will be adjusted downwards, in accordance with the
    gliding scale set forth the terms and conditions governing the Convertible Bonds 2007.
•   Number of shares to be issued upon conversion of the convertible bonds: The maximum number of new
    shares of Real to be issued upon conversion of the convertible bonds (in the assumption that all convertible
    bonds are converted) at the request of the bond holders will be calculated as the fraction of (i) the principal
    amount of each of the convertible bonds and (ii) the conversion price., it being understood that the
    conversion of Convertible Bonds 2007 cannot result into the issuance of fractions of shares. In case of
    conversion of the Convertible Bond 2007 upon the initiative of Real, the maximum number of new shares
    of Real to be issued upon conversion of the convertible bonds (in the assumption that all convertible bonds
    are converted) will be calculated as the fraction of (i) the principal amount of each of the convertible
    Convertible Bond 2007, increase with the “Premium” and the accrued interest and (ii) the conversion price,
    subject to the particulars set forth under the terms and conditions governing the Convertible Bonds 2007.
•   Shares of Real: The newly issued Real shares upon conversion of the Convertible Bond 2007 have the
    same rights and benefits as Real’s existing shares at the issuance of the concerned Convertible Bonds 200;

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           they will participate in Real’s results at the moment of conversion. The new Real shares will benefit from
           the right to reduced withholding tax, the so-called “VVPR”-status.
      •    Transferability:       The convertible bonds are freely transferable.
      •    Increase of Real’s share capital: Upon conversion of one (or more) Convertible Bond 2007, and the
           consequent issue of new Real shares, the conversion price of the thus converted Convertible Bond(s) 2007
           will be allocated to Real’s shares. To the extent that the amount of the conversion price of the Convertible
           Bond(s) 2007 per share to be issued upon conversion of the Convertible Bond(s) 2007 exceeds the par value
           of Real shares existing immediately preceding the conversion of the relevant Convertible Bond(s) 2007, a
           part of the conversion price per Real share to be issued upon conversion of the relevant Convertible Bond(s)
           2007, equal to such par value shall be booked as share capital, whereby the balance shall be booked as
           issuance premium. The issuance premium, if any, shall serve as guarantee for third parties in the same
           manner as Real’s share capital and shall be booked on an unavailable account that can only be decreased or
           booked away pursuant to a resolution of a general shareholders’ meeting passed in the manner required for
           an amendment to Real’s articles of association.
      •    The take over bid has no impact on the convertible bond. The terms provide for an early redemption
           clause or an adjustment of the conversion price in case of change of control. Change of control is defined as
           an unconditional offer for shares representing more than 50% of the voting rights at a general meeting of
           the Shareholders.

5.7    Overview of Voting Financial Instruments
The table below provides an overview as per the date of this Prospectus of the voting financial instruments, whether
or not representing the share capital of Real (within the meaning of the Belgian Act of March 2, 1989 on the
disclosure of important shareholdings in listed companies and on public takeover bids)(37). This overview must be
read together with the notes set forth there under.
                                                                                                                                Status at the date
                                                                                                                                of the Prospectus

Actual voting rights attached to:
Shares representing the share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      284,017,936
Potential future voting rights attached to shares representing the share capital to be
  issued upon:
Exercise of Warrants 2005(38) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               0
Exercise of Warrants 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      14,440,000
Exercise of Convertible Bonds 2007
     at minimum “Initial Conversion Price”(39) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             134,892,086
     at “Reset Conversion Price”(39) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       150,000,000
  TOTAL ACTUAL VOTING RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       284,017,936
   TOTAL POTENTIAL VOTING RIGHTS
Total potential voting rights (if and upon conversion of the Convertible Bonds 2007 at
  the minimum “Initial Conversion Price”) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                433,350,022
Total potential voting rights (if and upon conversion of the Convertible Bonds 2007 at
  the “Reset Conversion Price”) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          448,457,936

5.8    Shareholders
5.8.1 Notification of Important Participations
The Belgian Company Code and Real’s articles of association provide that every physical person or legal entity who
acquires shares or other securities with voting rights in Real, either representing the share capital or otherwise (such
as warrants, stock options), must inform Real and the CBFA of the total number of shares owned by that person or

(37) Being replaced by the Belgian Act of May 2, 2007 on the disclosure of important participations in issuers with shares admitted for trading
on a regulated market and other various other provisions (Wet van 2 mei 2007 op de openbaarmaking van belangrijke deelnemingen in emittenten
waarvan aandelen zijn toegelaten tot de verhandeling op een gereglementeerde markt en houdende diverse bepalingen/Loi du 2 mai 2007
relative à la publicité des participations importantes dans des émetteurs dont les actions sont admises à la négociation sur un marché réglementé
et portant des dispositions diverses); the implementing Royal Decree (which is to specify the date of entry into force of the aforementioned Act)
has still not been published.
(38) See footnote 25.
(39) See on the meaning of “Initial Conversion Price” and “Reset Conversion Price” above, Section 5.6.3

                                                                       100
entity, whenever, as a result of such an acquisition, the total voting rights associated with his securities pass a
threshold of 3%, 5%, 10% or 15% (or every subsequent multiple of 5%) of the total number of voting rights
associated with the securities of Real at the moment of acquisition. This notification must be given within two
working days after the acquisition which has led to one of the thresholds being exceeded. The same reporting
obligation also exists if, as a result of the transfer of shares or other securities providing voting rights, a person or
entity falls below one of these thresholds. If a person exceeds a threshold of 20% he must also state the policy on the
basis of which the acquisition or transfer is taking place. The disclosure obligation applies firstly to persons trading
individually. It also applies to persons associated with each other and persons acting in consultation with each other
to acquire or transfer shares or other securities with voting rights. In such cases the securities held by the associated
persons or the persons acting in mutual consultation must also be counted together in order to calculate the number
of securities passing the applicable threshold.
The forms to make the aforementioned disclosures, as well as further explanations can be found on the website of
the CBFA (www.cbfa.be). Upon receipt of a disclosure notice, Real has a term of one business day to publish the
notice in the official notices of Euronext Brussels. In addition, Real must disclose in its annual report an overview of
its important shareholders based on the disclosure notices that it has received.
The CBFA and the commercial court can suspend voting rights attached to voting financial instruments that have
not been disclosed in accordance with the foregoing provisions. In addition, the president of the commercial court
can also order the sale of the financial instruments to a third party. In any event, shareholders cannot vote at
shareholders’ meetings with more voting rights than they have notified in accordance with the above rules at least
20 days prior to a shareholders’ meeting.

5.8.2 Shareholders Prior to the Completion of the Takeover Bid
The table below provides for an overview of Real’s major shareholders based upon the information made public in
accordance with the legal requirements described in Section 5.8.1. This overview is based on the most recent
transparency declaration submitted to Real. This overview should be read together with the notes set forth below.
Total number of voting right bearing or voting rights
conferring securities issued by Real                                                                                        Number           %

Actual voting rights:
(attached to the currently outstanding Real shares)
Real Holdings LLC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110,255,675          25.44%
KBC Financial Products Ltd.(40) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              32,056,000    7.40%
KBC Financial Products Ltd. (shares lent to others)(40) . . . . . . . . . . . . . . . . . . . . . . . . .                      27,944,000    6.45%
Fortis Investment Management NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  14,961,143    3.45%
UBS AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      9,174,334    2.12%
Deutsche Bank AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          3,682,917    0.85%
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,943,867   19.83%
Total actual voting rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 284,017,936
Potential (future) voting rights:
(attached to shares representing the share capital to be issued upon exercise of)
Warrants 2005(41) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             0    0%
Warrants 2007(42) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    14,440,000 3.33%
Convertible Bonds 2007(43) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134,892,086(44) 31.13%
UBS AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,287,770 3.53%
KBC Financial Products Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            4,046,763 0.93%
Sandell Asset Management Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               19,784,173 4.57%
Total potential voting rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 433,350,022         100%

(40) In connection with the issue of the Convertible Bonds 2007 (see Section 5.6), KBC Financial Products Ltd. has entered into a stock loan
     agreement with Real Holdings LLC in July 2007, for up to 60 mullion Real shares for a period of up to three years.
(41) These Warrants 2005 were created in the framework of the authorized capital by the board of directors on July 28, 2005, were granted to
     the beneficiaries of the plan, but were refused. See further Section 5.5.3.
(42) These Warrants 2007 were created in the framework of the authorized capital by the board of directors on July 3, 2007 within the
     framework a share option plan for employees of Real. See for more details on the specific terms governing the Warrants 2007 below,
     Section 5.5.5.
(43) The board of directors issued a convertible bond (converteerbare obligaties/obligations convertibles) in July 2007 in the framework of the
     authorized capital on July 5, 2007 that was fully subscribed on July 6, 2007 for an amount of 75 million Euro. In the event that all of the
     convertible bonds were to be converted at the initial conversion price of 0.556 Euro per share, the total aggregate amount of outstanding

                                                                        101
      shares of Real would increase by 134,892,086 shares. See for more details on the specific terms governing the Convertible Bonds 2007
      below, Section 5.6.3.
(44) This number represents the total aggregate amount of outstanding shares of Real which would be issued, if the Convertible Bonds 2007
     would have been converted at their initial conversion price (equal to 0.556 Euro per Real share). However, the terms and conditions
     governing the issue of the Convertible Bonds 2007 provide for various specific adjustment mechanisms. It is therefore more than likely
     that if, and to the extent that, part or all of the Convertible Bonds 2007 were to be converted, Real would be issuing a different number of
     shares. At present, none of the Convertible Bonds 2007 have been presented for conversion.


5.8.3 Shareholders after Completion of the Takeover Bid
The following paragraphs purport to indicate the dilutive effects of the envisaged Takeover Bid and the Offering on
Real’s current shareholders and on Real’s other securities holders.
The figures presented below will subsequently reflect the impact on Real of (i) a 100% successful Takeover Bid,
(ii) a 90% successful Takeover Bid and Offering and (iii) a 75% successful Takeover Bid and Offering.

      Methodology applied
The three different hypotheses (i.e. acquisition of respectively 100%, 90% and 75%) are each examined from three
different perspectives.

      Hypotheses
The overviews below present the impact of the Offering and the Takeover Bid on the current stakes in Real in three
different hypotheses; (a) in case 100% of the Dolmen Securities are to Real tendered in the Takeover Bid; (b) in case
90% of the outstanding Shares and 90% of each class of Warrants would be tendered to Real under the Takeover Bid
and accordingly, upon completion of the Takeover Bid, Real would issue 204,993,311 Offering Shares; (c) in case
75% of the outstanding Shares and 75% of each class of Warrants would be tendered to Real under the Takeover Bid
and accordingly, Real would upon completion of the Takeover Bid, issue 170,827,760 Offering Shares.

      Analyses
The first analysis (“analysis 1: considering the non diluted stakes”) reflects the impact of the Offering on Real’s
current shareholders, considering only the currently outstanding shares issued by Real and fully paid-up, at the date
of this Prospectus. This first analysis does not consider any other type of security issued by Real, in particular, any
instrument issued by Real that would not yet, but potentially entails a right (regardless of the nature of such right) to
shares in Real.
The second analysis (“analysis 2: Considering the diluted stakes (with in respect of the Convertible Bonds 2007,
calculations assuming conversion at the “Initial Conversion Price”)”) reflects the impact of the Offering on, on the
one hand all currently outstanding voting right bearing securities (i.e. all shares that are fully issued and fully paid
up) and, on the other hand the presently outstanding voting right-conferring securities issued by Real, notably the
Warrants 2007 and the Convertible Bonds 2007. In respect of these Convertible Bonds 2007, the conversion rate for
the Convertible Bonds 2007 and the number of Real Shares to be issued at the conversion of these Convertible
Bonds 2007 was calculated by using the “Initial Conversion Price” (see Section 5.6.3).
The third analysis (“analysis 3: Considering the diluted stakes (with in respect of the Convertible Bonds 2007,
calculations assuming conversion at the “Reset Conversion Price”)”) reflects the impact of the Offering on the
currently outstanding shares issued by Real, as at the date of this Prospectus. This analysis does not only consider
the actual outstanding shares but also any other type of presently outstanding voting right-conferring securities
issued by Real, notably the Warrants 2007 and the Convertible Bonds 2007. In respect of the latter, the conversion
rate for the Convertible Bonds 2007 and the number of Real Shares to be issued at the conversion of these
Convertible Bonds 2007 was calculated by using the “Reset Conversion Price” (see Section 5.6.3).

      Comments and assumptions used
Each of these analyses presents the relevant stakes held by Real’s present key shareholders and Dolmen’s current
key-shareholders (who have all committed to tender their Dolmen Shares as part of their Undertaking, see
Section 3.2.1, except for Cegeka NV, who is, for the purposes of these analyses, presumed to tender its Shares),
(i) immediately prior to the Takeover Bid and the Offering and (ii) upon completion of the Takeover Bid and the
Offering.
The list of the securities mentioned below as presently outstanding or potentially voting right conferring, is based on
the overview of the securities presently issued by Real, as specified in Section 5.7. The relevant issuance terms, the

                                                                      102
respectively applying exercise terms (as the case may be), and the circumstances under which these securities will
confer voting rights to their respective holder, are further specified in Section 5.4, Section 5.5, Section 5.6 and
Section 5.7.
For the ease of comparison between the three hypotheses examined below, consistent assumptions have been used
for each of the three different hypotheses and for each of the respective analyses (consistent with the analysis of the
100% successful Takeover Bid and Offering mentioned above under Section 4.3).

      Hypothesis 1: Impact of the Offering and the Takeover Bid in case of a 100% Takeover Bid and
      Offering
The first hypothesis depicts the current and prospective stakes in Real’s share capital in the event that Real would
acquire a 100% stake, i.e. in the event that all Shareholders and Warrantholders would be tendering their Securities
to Real and that all 227,770,346 Offering Shares would be fully issued and subscribed for by Dolmen’s current
Shareholders and Warrantholders. Typically, under this hypothesis (and unlike under the hereinafter further
examined hypotheses), the actual stakes that will be determined as prospective stakes held directly by Real’s
respective current and prospective reference shareholders in Real (upon completion of the Takeover Bid and the
Offering, mentioned in the last column in the table below), will be equal to the stakes prospectively (indirectly) held
by the same shareholders in Dolmen (through the Real entity) upon completion of the Takeover Bid and the
Offering.
        Total number of voting right bearing
             or voting rights conferring
              securities issued by Real                               before the Offering                  after the Offering
                                                                                                                     % (in Real, equal
                                                                                                                     to the percentage
                                                                Number (of Real                   Number (of Real     in Dolmen, held
                                                                   shares)          % (in Real)      shares)           through Real)

 Analysis 1 : CONSIDERING             THE NON
                  (45)
    DILUTED STAKES
 Actual voting rights:
   (attached to the currently outstanding
   Real shares)
 Real Holdings LLC . . . . . . . . . . . . . . . . .             110,255,675          38.82%                 —             21.54%
 KBC Financial Products Ltd. . . . . . . . . . .                  32,056,000          11.29%                 —              6.26%
 KBC Financial Products Ltd.(shares lent
   to others) . . . . . . . . . . . . . . . . . . . . . . .       27,944,000           9.84%                 —              5.46%
 Fortis Investment Management NV . . . . . .                      14,961,143           5.27%                 —              2.92%
 UBS AG . . . . . . . . . . . . . . . . . . . . . . . . .          9,174,334           3.23%                 —              1.79%
 Deutsche Bank AG . . . . . . . . . . . . . . . . .                3,682,917           1.30%                 —              0.72%
 Others . . . . . . . . . . . . . . . . . . . . . . . . . . .     85,943,867          30.26%                 —             16.79%
 Total Shares and stakes BEFORE the
   Offering (representing the actual
   outstanding voting rights) . . . . . . . . .                  284,017,936        100.00%                 —             55.49%
 Shares to be issued upon the Offering . .                                                         227,770,346            44.51%
 D.I.M. NV . . . . . . . . . . . . . . . . . . . . . . . .                                          29,883,296             5.84%
 H.I.M. NV . . . . . . . . . . . . . . . . . . . . . . . .                                          23,057,568             4.51%
 H.I.M. TWEE NV . . . . . . . . . . . . . . . . . .                                                 17,914,880             3.50%
 Rebelco SA . . . . . . . . . . . . . . . . . . . . . . .                                            9,854,400             1.93%
 Sofina SA . . . . . . . . . . . . . . . . . . . . . . . .                                           5,925,920             1.16%
 Cegeka NV . . . . . . . . . . . . . . . . . . . . . . .                                            13,233,024             2.59%
 Remaining Offering Shares . . . . . . . . . . .                                                   127,901,258            24.99%
 TOTAL SHARES (AND STAKES) AFTER THE
   OFFERING . . . . . . . . . . . . . . . . . . . . . . .                                          511,788,282           100.00%
 Analysis 2: CONSIDERING THE DILUTED
          (46)
   STAKES      (with in respect of the
   Convertible Bonds 2007, calculations
   assuming conversion at the “Initial
   Conversion Price”)




                                                                        103
       Total number of voting right bearing
            or voting rights conferring
             securities issued by Real                               before the Offering                  after the Offering
                                                                                                                    % (in Real, equal
                                                                                                                    to the percentage
                                                               Number (of Real                   Number (of Real     in Dolmen, held
                                                                  shares)          % (in Real)      shares)           through Real)

Actual voting rights:
  (attached to the currently outstanding
  Real shares)
Real Holdings LLC . . . . . . . . . . . . . . . . .             110,255,675          25.44%                 —             16.68%
KBC Financial Products Ltd. . . . . . . . . . .                  32,056,000           7.40%                 —              4.85%
KBC Financial Products Ltd.(shares lent
  to others) . . . . . . . . . . . . . . . . . . . . . . .       27,944,000           6.45%                 —              4.23%
Fortis Investment Management NV . . . . . .                      14,961,143           3.45%                 —              2.26%
UBS AG . . . . . . . . . . . . . . . . . . . . . . . . .          9,174,334           2.12%                 —              1.39%
Deutsche Bank AG . . . . . . . . . . . . . . . . .                3,682,917           0.85%                 —              0.56%
Others . . . . . . . . . . . . . . . . . . . . . . . . . . .     85,943,867          19.83%                 —             13.00%
Potential (future) voting rights:
  (attached to shares representing the
  share capital to be issued upon exercise
  of)
Warrants 2005(47) . . . . . . . . . . . . . . . . . . .                   0              0%                 —                 0%
Warrants 2007(48) . . . . . . . . . . . . . . . . . . .          14,440,000           3.33%                 —              2.18%
Convertible Bonds 2007(49) . . . . . . . . . . .                134,892,086(50)      31.13%                 —             20.40%
UBS AG . . . . . . . . . . . . . . . . . . . . . . . . .         15,287,770           3.53%                 —              2.31%
KBC Financial Products Ltd. . . . . . . . . .                     4,046,763           0.93%                 —              0.61%
Sandell Asset Management Corp. . . . . . .                       19,784,173           4.57%                 —              4.91%
Total potential voting rights BEFORE the
  Offering . . . . . . . . . . . . . . . . . . . . . . .        433,350,022            100%                —             65.55%
Shares to be issued upon the Offering . .                                                         227,770,346            34.45%
D.I.M. NV . . . . . . . . . . . . . . . . . . . . . . . .                                          29,883,296             4.52%
H.I.M. NV . . . . . . . . . . . . . . . . . . . . . . . .                                          23,057,568             3.49%
H.I.M. TWEE NV . . . . . . . . . . . . . . . . . .                                                 17,914,880             2.71%
Rebelco SA . . . . . . . . . . . . . . . . . . . . . . .                                            9,854,400             1.49%
Sofina SA . . . . . . . . . . . . . . . . . . . . . . . .                                           5,925,920             0.90%
Cegeka NV . . . . . . . . . . . . . . . . . . . . . . .                                            13,233,024             2.00%
Remaining Offering Shares . . . . . . . . . . .                                                   140,946,282            19.35%
TOTAL SHARES (AND STAKES) AFTER THE
  OFFERING . . . . . . . . . . . . . . . . . . . . . . .                                          661,120,368           100.00%
Analysis 3 : CONSIDERING THE DILUTED
          (51)
  STAKES        (with in respect of the
  Convertible Bonds 2007, calculations
  assuming conversion at the “Reset
  Conversion Price”)
Actual voting rights:
Real Holdings LLC . . . . . . . . . . . . . . . . .             110,255,675          24.59%                 —             16.30%
KBC Financial Products Ltd. . . . . . . . . . .                  32,056,000           7.15%                 —              4.74%
KBC Financial Products Ltd.(shares lent
  to others) . . . . . . . . . . . . . . . . . . . . . . .      27,944,000            6.23%                 —              4.13%
Fortis Investment Management NV . . . . . .                     14,961,143            3.34%                 —              2.21%
UBS AG . . . . . . . . . . . . . . . . . . . . . . . . .          9,174,334           2.05%                 —              1.36%
Deutsche Bank AG . . . . . . . . . . . . . . . . .                3,682,917           0.82%                 —              0.54%
Others . . . . . . . . . . . . . . . . . . . . . . . . . . .    85,9439676           19.16%                 —             12.71%
Potential (future) voting rights:
  (attached to shares representing the
  share capital to be issued upon exercise
  of)
Warrants 2005 . . . . . . . . . . . . . . . . . . . . .                      0             0%               —                  0%

                                                                       104
        Total number of voting right bearing
             or voting rights conferring
              securities issued by Real                            before the Offering                          after the Offering
                                                                                                                            % (in Real, equal
                                                                                                                            to the percentage
                                                             Number (of Real                        Number (of Real          in Dolmen, held
                                                                shares)            % (in Real)         shares)                through Real)

 Warrants 2007 . . . . . . . . . . . . . . . . . . . . .       14,440,000             3.22%                       —                2.14%
 Convertible Bonds 2007 . . . . . . . . . . . . . .           150,000,000            33.45%                       —               22.18%
 UBS AG . . . . . . . . . . . . . . . . . . . . . . . . .      17,000,000             3.79%                       —                2.51%
 KBC Financial Products Ltd. . . . . . . . . .                  4,500,000             1.00%                       —                0.67%
 Sandell Asset Management Corp. . . . . . .                    22,000,000             4.91%                       —                3.25%
 Total potential voting rights BEFORE the
   Offering . . . . . . . . . . . . . . . . . . . . . . .     448,457,936              100%                    —                 66.32%
 Shares to be issued upon the Offering . .                                                            227,770,346                33.68%
 D.I.M. NV . . . . . . . . . . . . . . . . . . . . . . . .                                             29,883,296                 4.42%
 H.I.M. NV . . . . . . . . . . . . . . . . . . . . . . . .                                             23,057,568                 3.41%
 H.I.M. TWEE NV . . . . . . . . . . . . . . . . . .                                                    17,914,880                 2.65%
 Rebelco SA . . . . . . . . . . . . . . . . . . . . . . .                                               9,854,400                 1.46%
 Sofina SA . . . . . . . . . . . . . . . . . . . . . . . .                                              5,925,920                 0.88%
 Cegeka NV . . . . . . . . . . . . . . . . . . . . . . .                                               13,233,024                 1.96%
 Remaining Offering Shares . . . . . . . . . . .                                                      127,901,258                18.91%
 TOTAL SHARES (AND STAKES) AFTER THE
   OFFERING . . . . . . . . . . . . . . . . . . . . . . .                                             676,228,282               100.00%

(45) Non-diluted participation: calculated on the basis of the transparency denominator, the percentage of the current voting rights associated
     with the shares representing capital. See further Section 5.4, Section 5.5, Section 5.6 and Section 5.7.
(46) Diluted participation: calculated on the basis of the transparency denominator, the percentage of the potential future voting rights
     associated with the shares representing capital. See further Section 5.4, Section 5.5, Section 5.6 and Section 5.7.
(47) These Warrants 2005 were created in the framework of the authorized capital by the board of directors on July 28, 2005, were granted to
     the beneficiaries of the plan, but were refused. See further Section 5.5.3.
(48) These Warrants 2007 were created in the framework of the authorized capital by the board of directors on July 3, 2007 within the
     framework a share option plan for employees of Real. See for more details on the specific terms governing the Warrants 2007 below,
     Section 5.5.5.
(49) The board of directors issued a convertible bond (converteerbare obligaties/obligations convertibles) in July 2007 in the framework of the
     authorized capital on July 5, 2007 that was fully subscribed on July 6, 2007 for an amount of 75 million Euro. In the event that all of the
     convertible bonds were to be converted at the initial conversion price of 0.556 Euro per share, the total aggregate amount of outstanding
     shares of Real would increase by 134,892,086 shares. See for more details on the specific terms governing the Convertible Bonds 2007
     below, Section 5.6.3.
(50) This number represents the total aggregate amount of outstanding shares of Real which would be issued, if the Convertible Bonds 2007
     would have been converted at their initial conversion price (equal to 0.556 Euro per Real share). However, the terms and conditions
     governing the issue of the Convertible Bonds 2007 provide for various specific adjustment mechanisms. It is therefore more than likely
     that if, and to the extent that, part or all of the Convertible Bonds 2007 were to be converted, Real would be issuing a different number of
     shares. At present, none of the Convertible Bonds 2007 have been presented for conversion.
(51) Diluted participation: calculated on the basis of the transparency denominator, the percentage of the potential future voting rights
     associated with the shares representing capital and assuming conversion of the Convertible Bonds 2007 at the Reset Conversion Price (see
     Section 5.6.3).




                                                                      105
      Hypothesis 2: Impact of the Offering and the Takeover Bid in case of a 90% Takeover Bid and
      Offering
The second hypothesis depicts the current and prospective stakes in Real’s share capital in the event that Real would
acquire a 90% stake, i.e. 90% of the outstanding Shares and 90% of each class of Warrants would be tendered to
Real under the Takeover Bid and accordingly, upon completion of the Takeover Bid, Real would issue 204,993,311
Offering Shares.
                Total number of voting right bearing
                     or voting rights conferring
                      securities issued by Real                                     before the Offering         after the Offering
                                                                                   Number            %        Number             %

 Analysis 1: CONSIDERING THE NON DILUTED STAKES(52)
 Actual voting rights:
   (attached to the currently outstanding Real
   shares)
 Real Holdings LLC . . . . . . . . . . . . . . . . . . . . . . . . .            110,255,675        38.82%              —      22.55%
 KBC Financial Products Ltd. . . . . . . . . . . . . . . . . .                   32,056,000        11.29%              —       6.56%
 KBC Financial Products Ltd. (shares lent to
   others) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      27,944,000        9.84%              —       5.71%
 Fortis Investment Management NV . . . . . . . . . . . . . .                      14,961,143        5.27%              —       3.06%
 UBS AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          9,174,334        3.23%              —       1.88%
 Deutsche Bank AG . . . . . . . . . . . . . . . . . . . . . . . . .                3,682,917        1.30%              —       0.75%
 Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     82,448,036       29.03%              —      17.58%
 Total Shares and stakes BEFORE the Offering
   (representing the actual outstanding voting
   rights) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    284,008,936      100.00%             —        58.08%
 Shares to be issued upon the Offering . . . . . . . . . .                                                  204,993,311       41.92%
 D.I.M. NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                   29,883,296        6.11%
 H.I.M. NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                   23,057,568        4.72%
 H.I.M. TWEE NV . . . . . . . . . . . . . . . . . . . . . . . . . .                                          17,914,880        3.66%
 Rebelco SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                     9,854,400        2.02%
 Sofina SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                    5,925,920        1.21%
 Cegeka NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                     13,233,024        2.71%
 Remaining Offering Shares . . . . . . . . . . . . . . . . . . .                                            105,124,223       21.50%
 TOTAL SHARES (AND STAKES) AFTER THE OFFERING . . .                                                         489,011,247      100.00%




                                                                            106
               Total number of voting right bearing
                    or voting rights conferring
                     securities issued by Real                                    before the Offering         after the Offering
                                                                                 Number            %        Number             %
                                                                (53)
Analysis 2: CONSIDERING THE DILUTED STAKES
  (with in respect of the Convertible Bonds 2007,
  calculations assuming conversion at the “Initial
  Conversion Price”)
Actual voting rights:
  (attached to the currently outstanding Real
  shares)
Real Holdings LLC . . . . . . . . . . . . . . . . . . . . . . . . .            110,255,675       25.44%              —      17.27%
KBC Financial Products Ltd. . . . . . . . . . . . . . . . . .                   32,056,000        7.40%              —       5.02%
KBC Financial Products Ltd.(shares lent to others) . .                          27,944,000        6.45%              —       4.38%
Fortis Investment Management NV . . . . . . . . . . . . . .                     14,961,143        3.45%              —       2.34%
UBS AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         9,174,334        2.12%              —       1.44%
Deutsche Bank AG . . . . . . . . . . . . . . . . . . . . . . . . .               3,682,917        0.85%              —       0.58%
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    85,943,867       19.83%              —      13.46%
Potential (future) voting rights:
  (attached to shares representing the share capital
  to be issued upon exercise of)
Warrants 2005(54) . . . . . . . . . . . . . . . . . . . . . . . . . . .                  0         0%              —            0%
Warrants 2007(55) . . . . . . . . . . . . . . . . . . . . . . . . . . .         14,440,000      3.33%              —         2.26%
Convertible Bonds 2007(56) . . . . . . . . . . . . . . . . . . .               134,892,086(57) 31.13%              —        21.13%
UBS AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        15,287,770      3.53%              —         2.16%
KBC Financial Products Ltd. . . . . . . . . . . . . . . . . .                    4,046,763      0.93%              —         0.57%
Sandell Asset Management Corp. . . . . . . . . . . . . . .                      19,784,173      4.57%              —         2.79%
Total potential voting rights BEFORE the Offering . .                          433,350,022      100%               —        67.89%
Shares to be issued upon the Offering . . . . . . . . . .                                                 204,993,311       32.11%
D.I.M. NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                  29,883,296        4.68%
H.I.M. NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                  23,057,568        3.61%
H.I.M. TWEE NV . . . . . . . . . . . . . . . . . . . . . . . . . .                                         17,914,880        2.81%
Rebelco SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                    9,854,400        1.54%
Sofina SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                   5,925,920        0.93%
Cegeka NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                    13,233,024        2.07%
Remaining Offering Shares . . . . . . . . . . . . . . . . . . .                                           105,124,223       16.47%
TOTAL SHARES (AND STAKES) AFTER THE OFFERING . . .                                                        638,343,333      100.00%




                                                                           107
                Total number of voting right bearing
                     or voting rights conferring
                      securities issued by Real                                     before the Offering              after the Offering
                                                                                   Number            %            Number                %
                                                                  (58)
 Analysis 3 : CONSIDERING THE DILUTED STAKES
   (with in respect of the Convertible Bonds 2007,
   calculations assuming conversion at the “Reset
   Conversion Price”)
 Actual voting rights:
 Real Holdings LLC . . . . . . . . . . . . . . . . . . . . . . . . .            110,255,675        24.59%                  —         16.87%
 KBC Financial Products Ltd. . . . . . . . . . . . . . . . . .                   32,056,000         7.15%                  —          4.91%
 KBC Financial Products Ltd. (shares lent to
   others) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      27,944,000        6.23%                  —          4.28%
 Fortis Investment Management NV . . . . . . . . . . . . . .                      14,961,143        3.34%                  —          2.29%
 UBS AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          9,174,334        2.05%                  —          1.40%
 Deutsche Bank AG . . . . . . . . . . . . . . . . . . . . . . . . .                3,682,917        0.82%                  —          0.56%
 Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     85,943,867       19.16%                  —         13.15%
 Potential (future) voting rights:
   (attached to shares representing the share capital
   to be issued upon exercise of)
 Warrants 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  0            0%                  —             0%
 Warrants 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         14,440,000         3.22%                  —          2.21%
 Convertible Bonds 2007 . . . . . . . . . . . . . . . . . . . . . .             150,000,000        33.45%                  —         22.96%
 UBS AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        17,000,000         3.79%                  —          2.60%
 KBC Financial Products Ltd. . . . . . . . . . . . . . . . . .                    4,500,000         1.00%                  —          0.69%
 Sandell Asset Management Corp. . . . . . . . . . . . . . .                      22,000,000         4.91%                  —          3.37%
 Total potential voting rights BEFORE the
   Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       448,457,936         100%                            68.63%
 Shares to be issued upon the Offering . . . . . . . . . .                                                     204,993,311          31.37%
 D.I.M. NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                      29,883,296           4.57%
 H.I.M. NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                      23,057,568           3.53%
 H.I.M. TWEE NV . . . . . . . . . . . . . . . . . . . . . . . . . .                                             17,914,880           2.74%
 Rebelco SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                        9,854,400           1.51%
 Sofina SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                       5,925,920           0.91%
 Cegeka NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                        13,233,024           2.03%
 Remaining Offering Shares . . . . . . . . . . . . . . . . . . .                                               105,124,223          16.09%
 TOTAL SHARES (AND STAKES) AFTER THE OFFERING . . .                                                            653,451,247         100.00%

(52) Non-diluted participation: calculated on the basis of the transparency denominator, the percentage of the current voting rights associated
     with the shares representing capital. See further Section 5.4, Section 5.5, Section 5.6 and Section 5.7.
(53) Diluted participation: calculated on the basis of the transparency denominator, the percentage of the potential future voting rights
     associated with the shares representing capital. See further Section 5.4, Section 5.5, Section 5.6 and Section 5.7.
(54) These Warrants 2005 were created in the framework of the authorized capital by the board of directors on July 28, 2005, were granted to
     the beneficiaries of the plan, but were refused. See further Section 5.5.3.
(55) These Warrants 2007 were created in the framework of the authorized capital by the board of directors on July 3, 2007 within the
     framework a share option plan for employees of Real. See for more details on the specific terms governing the Warrants 2007 below,
     Section 5.5.5.
(56) The board of directors issued a convertible bond (converteerbare obligaties/obligations convertibles) in July 2007 in the framework of the
     authorized capital on July 5, 2007 that was fully subscribed on July 6, 2007 for an amount of 75 million Euro. In the event that all of the
     convertible bonds were to be converted at the initial conversion price of 0.556 Euro per share, the total aggregate amount of outstanding
     shares of Real would increase by 134,892,086 shares. See for more details on the specific terms governing the Convertible Bonds 2007
     below, Section 5.6.3.
(57) This number represents the total aggregate amount of outstanding shares of Real which would be issued, if the Convertible Bonds 2007
     would have been converted at their initial conversion price (equal to 0.556 Euro per Real share). However, the terms and conditions
     governing the issue of the Convertible Bonds 2007 provide for various specific adjustment mechanisms. It is therefore more than likely
     that if, and to the extent that, part or all of the Convertible Bonds 2007 were to be converted, Real would be issuing a different number of
     shares. At present, none of the Convertible Bonds 2007 have been presented for conversion.
(58) Diluted participation: calculated on the basis of the transparency denominator, the percentage of the potential future voting rights
     associated with the shares representing capital and assuming conversion of the Convertible Bonds 2007 at the Reset Conversion Price. (see
     Section 5.6.3).




                                                                            108
      Hypothesis 3: Impact of the Offering and the Takeover Bid in case of a 75% Takeover Bid and
      Offering
The second hypothesis depicts the current and prospective stakes in Real’s share capital in the event that Real would
acquire a 75% stake, i.e. 75% of the outstanding Shares and 75% of each class of Warrants would be tendered to
Real under the Takeover Bid and accordingly, upon completion of the Takeover Bid, Real would issue 170,827,760
Offering Shares..
                Total number of voting right bearing
                     or voting rights conferring
                      securities issued by Real                                     before the Offering         after the Offering
                                                                                   Number            %        Number             %

 Analysis 1: CONSIDERING THE NON DILUTED STAKES(59)
 Actual voting rights:
   (attached to the currently outstanding Real
   shares)
 Real Holdings LLC . . . . . . . . . . . . . . . . . . . . . . . . .            110,255,675        38.82%              —      24.24%
 KBC Financial Products Ltd. . . . . . . . . . . . . . . . . .                   32,056,000        11.29%              —       7.05%
 KBC Financial Products Ltd. (shares lent to
   others) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      27,944,000        9.84%              —       6.14%
 Fortis Investment Management NV . . . . . . . . . . . . . .                      14,961,143        5.27%              —       3.29%
 UBS AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          9,174,334        3.23%              —       2.02%
 Deutsche Bank AG . . . . . . . . . . . . . . . . . . . . . . . . .                3,682,917        1.30%              —       0.81%
 Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     85,943,867       29.03%              —      18.90%
 Total Shares and stakes BEFORE the Offering
   (representing the actual outstanding voting
   rights) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    284,017,936      100.00%             —        62.44%
 Shares to be issued upon the Offering . . . . . . . . . .                                                  170,827,760       37.56%
 D.I.M. NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                   29,883,296        6.57%
 H.I.M. NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                   23,057,568        5.07%
 H.I.M. TWEE NV . . . . . . . . . . . . . . . . . . . . . . . . . .                                          17,914,880        3.94%
 Rebelco SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                     9,854,400        2.17%
 Sofina SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                    5,925,920        1.30%
 Cegeka NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                     13,233,024        2.91%
 Remaining Offering Shares . . . . . . . . . . . . . . . . . . .                                             70,958,672       15.60%
 TOTAL SHARES (AND STAKES) AFTER THE OFFERING . . .                                                         454,845,696      100.00%
 Analysis 2: CONSIDERING THE DILUTED STAKES(60)
   (with in respect of the Convertible Bonds 2007,
   calculations assuming conversion at the “Initial
   Conversion Price”)
 Actual voting rights:
   (attached to the currently outstanding Real
   shares)
 Real Holdings LLC . . . . . . . . . . . . . . . . . . . . . . . . .            110,255,675        25.44%              —      18.25%
 KBC Financial Products Ltd. . . . . . . . . . . . . . . . . .                   32,056,000         7.40%              —       5.31%
 KBC Financial Products Ltd.(shares lent to others) . .                          27,944,000         6.45%              —       4.63%
 Fortis Investment Management NV . . . . . . . . . . . . . .                     14,961,143         3.45%              —       2.48%
 UBS AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         9,174,334         2.12%              —       1.52%
 Deutsche Bank AG . . . . . . . . . . . . . . . . . . . . . . . . .               3,682,917         0.85%              —       0.61%
 Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    85,943,867        19.83%              —      14.22%
 Potential (future) voting rights:
   (attached to shares representing the share capital
   to be issued upon exercise of)
 Warrants 2005(61) . . . . . . . . . . . . . . . . . . . . . . . . . . .                  0         0%                 —          0%
 Warrants 2007(62) . . . . . . . . . . . . . . . . . . . . . . . . . . .         14,440,000      3.33%                 —       2.39%
 Convertible Bonds 2007(63) . . . . . . . . . . . . . . . . . . .               134,892,086(64) 31.13%                 —      22.33%
 UBS AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        15,287,770      3.53%                 —       2.53%
 KBC Financial Products Ltd. . . . . . . . . . . . . . . . . .                    4,046,763      0.93%                 —       0.67%
 Sandell Asset Management Corp. . . . . . . . . . . . . . .                      19,784,173      4.57%                 —       3.27%
 Total potential voting rights BEFORE the
   Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       433,350,022         100%               —      71.73%




                                                                            109
                Total number of voting right bearing
                     or voting rights conferring
                      securities issued by Real                                     before the Offering             after the Offering
                                                                                   Number            %           Number                %

 Shares to be issued upon the Offering . . . . . . . . . .                                                    170,827,760          28.27%
 D.I.M. NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                     29,883,296           4.95%
 H.I.M. NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                     23,057,568           3.82%
 H.I.M. TWEE NV . . . . . . . . . . . . . . . . . . . . . . . . . .                                            17,914,880           2.97%
 Rebelco SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                       9,854,400           1.63%
 Sofina SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                      5,925,920           0.98%
 Cegeka NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                       13,233,024           2.19%
 Remaining Offering Shares . . . . . . . . . . . . . . . . . . .                                               70,958,672          11.74%
 TOTAL SHARES (AND STAKES) AFTER THE OFFERING . . .                                                           454,845,696         100.00%
 Analysis 3: CONSIDERING THE DILUTED STAKES(65)
   (with in respect of the Convertible Bonds 2007,
   calculations assuming conversion at the “Reset
   Conversion Price”)
 Actual voting rights:
 Real Holdings LLC . . . . . . . . . . . . . . . . . . . . . . . . .            110,255,675        24.59%                 —         17.80%
 KBC Financial Products Ltd. . . . . . . . . . . . . . . . . .                   32,056,000         7.15%                 —          5.18%
 KBC Financial Products Ltd. (shares lent to
   others) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      27,944,000        6.23%                 —          4.51%
 Fortis Investment Management NV . . . . . . . . . . . . . .                      14,961,143        3.34%                 —          2.42%
 UBS AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          9,174,334        2.05%                 —          1.48%
 Deutsche Bank AG . . . . . . . . . . . . . . . . . . . . . . . . .                3,682,917        0.82%                 —          0.59%
 Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     85,943,867       19.16%                 —         13.88%
 Potential (future) voting rights:
   (attached to shares representing the share capital
   to be issued upon exercise of)
 Warrants 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  0            0%                 —             0%
 Warrants 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         14,440,000         3.22%                 —          2.33%
 Convertible Bonds 2007 . . . . . . . . . . . . . . . . . . . . . .             150,000,000        33.45%                 —         24.22%
 UBS AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        17,000,000         3.79%                 —          2.75%
 KBC Financial Products Ltd. . . . . . . . . . . . . . . . . .                    4,500,000         1.00%                 —          0.73%
 Sandell Asset Management Corp. . . . . . . . . . . . . . .                      22,000,000         4.91%                 —          3.55%
 Total potential voting rights BEFORE the
   Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       448,457,936         100%                           72.42%
 Shares to be issued upon the Offering . . . . . . . . . .                                                    170,827,760          27.58%
 D.I.M. NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                     29,883,296           4.83%
 H.I.M. NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                     23,057,568           3.72%
 H.I.M. TWEE NV . . . . . . . . . . . . . . . . . . . . . . . . . .                                            17,914,880           2.89%
 Rebelco SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                       9,854,400           1.59%
 Sofina SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                      5,925,920           0.96%
 Cegeka NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                       13,233,024           2.14%
 Remaining Offering Shares . . . . . . . . . . . . . . . . . . .                                               70,958,672          11.46%
 TOTAL SHARES (AND STAKES) AFTER THE OFFERING . . .                                                           454,845,696         100.00%

(59) Non-diluted participation: calculated on the basis of the transparency denominator, the percentage of the current voting rights associated
     with the shares representing capital. See further Section 5.4, Section 5.5, Section 5.6 and Section 5.7.
(60) Diluted participation: calculated on the basis of the transparency denominator, the percentage of the potential future voting rights
     associated with the shares representing capital. See further Section 5.4, Section 5.5, Section 5.6 and Section 5.7.
(61) These Warrants 2005 were created in the framework of the authorized capital by the board of directors on July 28, 2005, were granted to
     the beneficiaries of the plan, but were refused. See further Section 5.5.3.
(62) These Warrants 2007 were created in the framework of the authorized capital by the board of directors on July 3, 2007 within the
     framework a share option plan for employees of Real. See for more details on the specific terms governing the Warrants 2007 below,
     Section 5.5.5.
(63) The board of directors issued a convertible bond (converteerbare obligaties/obligations convertibles) in July 2007 in the framework of the
     authorized capital on July 5, 2007 that was fully subscribed on July 6, 2007 for an amount of 75 million Euro. In the event that all of the
     convertible bonds were to be converted at the initial conversion price of 0.556 Euro per share, the total aggregate amount of outstanding
     shares of Real would increase by 134,892,086 shares. See for more details on the specific terms governing the Convertible Bonds 2007
     below, Section 5.6.3.
(64) This number represents the total aggregate amount of outstanding shares of Real which would be issued, if the Convertible Bonds 2007
     would have been converted at their initial conversion price (equal to 0.556 Euro per Real share). However, the terms and conditions
     governing the issue of the Convertible Bonds 2007 provide for various specific adjustment mechanisms. It is therefore more than likely

                                                                            110
      that if, and to the extent that, part or all of the Convertible Bonds 2007 were to be converted, Real would be issuing a different number of
      shares. At present, none of the Convertible Bonds 2007 have been presented for conversion.
(65) Diluted participation: calculated on the basis of the transparency denominator, the percentage of the potential future voting rights
     associated with the shares representing capital and assuming conversion of the Convertible Bonds 2007 at the Reset Conversion Price (see
     Section 5.6.3).


5.8.4 Merger
The exchange rate for the merger will be determined, and submitted to the shareholders’ meetings of the two
companies, by the boards of directors of the two companies, at the time of the publication of the merger proposal, in
accordance with the relevant provisions of Belgian Company law. While the respective valuations of the two
companies used at the time of the announcement of the Takeover Bid may remain one of the relevant factors, a
valuation at that time is likely to also account for other information, events or circumstances that date from, or came
to the attention of the respective companies, after the date of the announcement of the Takeover Bid, to the extent
that such information, events or circumstances have, or can reasonably be expected to have, an effect on the
valuation of both companies or on either company.

5.9     Corporate Governance
5.9.1    General Provisions
This section summarizes the rules and principles by which Real has been organized pursuant to Belgian company
law, Real’s articles of association and Real’s corporate governance charter.
Real is organized in accordance with the mandatory provisions of Belgian company law, as complemented or
specified by the provisions provided in Real’s articles of association, lastly amended on October 2, 2007.
As an officially listed Belgian company, Real has also chosen to apply the guiding principles of the soft-law rules
provided in the “Belgian Corporate Governance Code” (“Code Lippens”).
The most notable principles of the Code Lippens are as follows. In the event a company has one or more controlling
shareholder(s) (as in the case of Real, The Gores Group Inc), the company’s board of directors should make sure that
the controlling shareholders make a considered use of their position and respect the rights and interests of minority
shareholders. Listed companies should also implement a rigorous and transparent procedure for an efficient
appointment and re-election of directors and that nomination and provide for specific selection criteria). Any
proposal for the appointment of a director by the shareholders’ meeting should be accompanied by a recommen-
dation from the board, based on the advice of an appointment committee. At least three members of the board of
directors should be independent directors. Finally, the board of directors should set up special committees which
advise the board of directors on specific issues, including an audit committee, an appointment committee and a
remuneration committee.
Real has largely complied with the principles and guidelines of the Code Lippens. For more information, reference
is made to Real’s corporate governance charter, drawn up by Real’s corporate governance committee in 2005 and
formally accepted by the board of directors in January 2006. Real’s corporate governance charter is available at
www.realsoftwaregroup.com and can be obtained free of charge at Real’ registered office.
Apart from, or co-existing with the principles and guidelines set forth in the Code Lippens, Belgian corporate law
also provides for specific rules to be followed in order to ensure that the existence of a controlling position of a
shareholder cannot be abused.
Real’s board of directors complies with the Code Lippens and has no deviations to disclose, other than the term of
the mandate of the independent directors; although the Code Lippens suggests that the mandate should not exceed
four years, Real’s independent directors were nominated for a term of six years in order to be in line with the term of
office of the other directors.

5.9.2 Board of Directors
      General provisions
In accordance with Belgian company law Real is managed by a board of directors. The board of directors acts as a
collegial body, and has the broadest powers to manage and represent the company, except to the extent provided
otherwise by applicable law or Real’s articles of association.
Real’s board of directors has various exclusive powers, including the power to appoint and dismiss the chief
executive officer or CEO, a function which is assumed by the managing director. It determines the group’s structure

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and strategy, and approves significant and long-term agreements, the budget and investment plans. In these areas,
the board of directors is assisted by the company’s management, represented by the CEO. The board of directors
supervises the company’s operations and its accounts, both directly and via specialist committees. The board of
directors also resolves upon the company’s commercial policy and conducts important negotiations, for example
with partners, takeover prospects or creditors. The board of directors has entrusted the CEO with day-to-day
management of the company. The board of directors is also entitled to assign special powers of attorney to directors
or other persons such as senior executive officers.
The board of directors accounts for its actions to the company’s shareholders at the annual general shareholders’
meeting, which, in accordance with the articles of association, is held every year on the last Tuesday of March.
According to Real’s articles of association, the board of directors of Real is composed of at least five members of
whom at least two members are independent. The company’s board of directors is currently composed of eight
members. In accordance with the Code Lippens, at least three directors are independent directors and meet the
criteria set forth in Article 524 of the Belgian Company Law (see also Section 5.9.8). The board of directors of Real
requires that its members have the highest professional and personal ethics and values, consistent with Real’s values
and standards. They should have broad experience and should be committed to enhancing shareholder value and
should have sufficient time to carry out their duties and to provide insight and practical wisdom based on
experience.
The directors of Real are appointed by the general shareholders’ meeting for a maximum term of six years. Their
term of office comes to an end after the annual general shareholders’ meeting in the final year of their term. Each
director can be dismissed at any time by the general shareholders’ meeting, and can resign at any time by giving
notice to the board of directors. Outgoing directors can be re-appointed. In accordance with Belgian company law
and the articles of association, if the mandate of a director becomes vacant, the remaining directors have the right to
temporarily appoint a new director to fill the vacancy until the first general shareholders’ meeting after the mandate
became vacant. The new director completes the term of the director whose mandate became vacant.
Real’s corporate governance charter (see also Section 5.9.1) provides additional provisions and guidelines with
regard to the nomination, induction and evaluation of Real’s directors and the conduct of the meetings and the
individual conduct of directors.

     Chairman
The board of directors appoints a chairman amongst the non-executive directors. The CEO cannot be the chairman.
The chairman of the board of directors is responsible for the leadership of the board of directors. The chairman
should take the necessary measures to develop a climate of trust within the board of directors, contributing to open
discussion, constructive dissent and support the decisions of the board of directors. The chairman should promote
effective interaction between the board and the executive management. The chairman should establish a close
relationship with the CEO, providing support and advice, whilst fully respecting the executive responsibilities of the
CEO.
The chairman has additional specific tasks described in the terms of reference of the board of directors as set forth in
Real’s corporate governance charter (see also Section 5.9.1).

     Independent directors
As to independent directors, a director can only be considered independent if he meets at least the criteria set forth in
Article 524 of the Belgian Company Code, which read as follows:
     •   During a term of two years prior to his election, an independent director should not have exercised the
         mandate or function of director, manager, executive committee member, day-to-day manager or executive
         in the company or an affiliate of the company. This criteria does not apply to the re-election of an
         independent director.
     •   An independent director does not own any corporate interest that represents 10% or more of the company’s
         share capital, the corporate funds or of a category of shares of the company. If the director has corporate
         rights which represent less than 10% then:
         •   such rights, taken together with the rights in the same company held by companies over which such
             director has control, may not represent 10% or more of the share capital, the corporate funds or a
             category of shares of the company; or

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         •       the disposal of these shares, or the exercise of the rights attached thereto, may not be subject to
                 agreements or unilateral commitments entered into by him.
     •   The director is not the spouse of, or is not the unmarried legal partner of, or is not a relative (via birth or
         marriage) in the second degree of a person who (i) is a director, manager, executive committee member,
         day-to-day manager or executive in the company or an affiliate of the company, or (ii) has a financial
         interest as set out above.
     •   The director does not have a relationship with the company that is of a nature to prejudice his indepen-
         dency. The board of directors of the company will consider a director independent for the purpose of this
         criteria if the director is free from any business, close family relationship with the company, its controlling
         shareholder, or the management, that creates a conflict of interest such as to affect the director’s
         independent judgment.
     •   Furthermore, Real’s articles of association have defined an independent director as a person who:
             •     is not an employee or consultant of the company or its subsidiaries;
             •     holds less than five percent of the company’s shares and has no other relationship with the company
                   that, in the view of the general shareholders’ meeting, might affect his or her independency in the
                   exercise of his or her mandate.
The board of directors disclosed in its annual report which directors it considers independent directors. Currently
JPD Consult BVBA (represented by Mr. Jean-Pierre Depaemelaere) and DR Associates BVBA (represented by
Mr. Filip Roodhooft) are independent directors.

     Composition of the board of directors
Following the share capital increase on April 6, 2004 by Gores Technology Group, LLC, via its affiliate company
Real Holdings LLC, the latter became the company’s majority shareholder as set forth in Section 5.4.1. The present
composition of the company’s board of directors still reflects the majority shareholder’s involvement in the
supervision of the business: four directors including the chairman appointed by Real Holdings LLC, make up an
eight-strong board of directors together with three independent directors and the managing director.




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The table below gives an overview of the current members of the board of directors and their terms of office:

                                          Executive or
                                          non-executive
Name                                        director             Title           Business Address            Term

Mr. William B. Patton, Jr. . . . . . . Non-executive        Director and      4217 Loma Rosada,        From 2004
                                                            Chairman          El Paso, Texas           to 2010
                                                                              79934 (USA)
Gores Technology Ltd.,
    ¨
  Kusnacht Branch, represented
  by Ashley. W. Abdo . . . . . . . . . Executive            Director and      Alte Landstrasse         From 2006
                                                            Managing                       ¨
                                                                              39A, 8700 Kusnacht       to 2012
                                                            Director          (Switzerland)
Viscount Etienne Davignon . . . . . . Non-executive         Independent       Avenue des Fleurs,       From 2004
                                                            Director          1050 Brussels            to 01/08
All Together, represented by
  Mr. Bruno Segers . . . . . . . . . . . Executive          Director and      Amerloolaan 43,          From 02/08
                                                            Managing          2900 Schoten             to 2010
                                                            Director
JPD Consult BVBA, represented
  by Mr. Jean-Pierre
  Depaemelaere . . . . . . . . . . . . . . Non-executive    Independent       Le Corbusierlaan 23,     From 2004
                                                            Director          2050 Antwerp             to 2010
DR Associates BVBA, represented
 by Mr. Filip Roodhooft . . . . . . . Non-executive         Independent       Stijn Streuvelslaan      From 2004
                                                            Director          13, 3190                 to 2010
                                                                              Boortmeerbeek
Mr. Mark Stone . . . . . . . . . . . . . . Non-executive    Director          923 8th Street,          From 2005
                                                                              Manhatten Beach,         to 2011
                                                                              California, 90266
                                                                              (USA)
Mr. Joseph P. Page . . . . . . . . . . . . Non-executive    Director          10877 Willshire          From 2004
                                                                              Boulevard, Suite         to 2010
                                                                              1805, Los Angeles,
                                                                              California,
Mr. Scott Honour . . . . . . . . . . . . . Non-executive    Director          1466 Bienvenueda         From 2005
                                                                              avenue, Pacific          to 2011
                                                                              Palisades, CA
                                                                              (USA)
Viscount Etienne Davignon, JPD Consult BVBA, represented by Mr. Jean-Pierre Depaemelaere and DR Associates
BVBA, represented by Mr. Filip Roodhooft, all qualify as an independent director as they satisfy the criteria set
forth in Section .5.9.2. With the appointment of independent directors of such high level and extensive business
experience (as further indicated below), the board of directors has confirmed its commitment to sound corporate
governance. The standards and quality of the independent directors ensure that the company is committed to
corporate governance.
The following paragraph contains brief biographies of each director:
Viscount Etienne Davignon has built an international career in business, politics and diplomacy at the highest
level, and is uniquely qualified to provide independent and relevant advice to the business. As chairman of the
appointment and remuneration committee, he effectively guides policy and oversight of executive management.
Mr. Etienne Davignon is or was a director of the following companies during the last five years: Recticel NV, CMB,
Suez-Tractebel, Accor, Sofina, Gilead and Cumerio.
Mr. Bruno Segers, permanent representative of All Together BVBA, the former Country General Manager of
Microsoft BeLux where he grew the business from 150 million Euro to 300 million Euro over 6 years. More than
25 years ago he started his career as a sales representative at Digital, later he was in charge of the startup of Oracle
and Lotus in Belgium. After the acquisition of Lotus by IBM in 1995 he occupied several operational management
positions to grow sales in the Benelux, Nordic and Eastern Europe. He is active in the local IT sector, and as such,
maintains his board mandates in Aventiv, City Live and IBBT, a research institute of the Flemish government.

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Mr. Filip Roodhooft, permanent representative of DR Associates BVBA, is an independent director and chairman
of the audit committee. His academic qualifications and his chairs at K.U.L. and Vlerick Leuven Ghent Man-
agement School in the field of accountancy as well as his chairmanship of the examination board of the Belgian
Institute of Accountants and Tax Consultants make him particularly well suited to this task.

Mr. Jean-Pierre Depaemelaere, permanent representative of JPD Consult BVBA, sits on the audit committee and
the appointment & remuneration committee as an independent director. His specific experience in the field of
human resources and general management (including as managing director of Distrigas and general director of
corporate HR at Suez-Tractebel), gives him a prime position in the devising of policy lines for the Group in the
context of the audit committee and appointment & remuneration committee. Mr. Jean-Pierre Depaemelaere is or
was a director of the following companies during the last five years: Suez-Tractebel, Electrabel, Distrigas, Fluxys,
and Daf Trucks.

Mr. William B. Patton, Jr. was nominated by The Gores Group Inc. He is active in investment funds and was
formerly a business leader of listed companies in the United States, including Unisys Corporation, a Fortune 500
business. Thanks to his long career, which has included considerable international and European involvement, Real
can benefit from his invaluable ideas in connection with strategy and human resources, in areas such as motivation
and retention policy. William Patton is or was a director and/or president of the following companies during the last
five years: Proxicom Inc., MigraTec Inc, Novatel, Pacific Capital, Siruset Inc. and Four Star Acquisitions. He also is
a member of the board of trustees of the University of Missouri and was a member of the foundation board of the
University of California — Irvine. He succeeded to Mr. Ashley Abdo as chairman of the board of directors of Real
and is member of the appointment & remuneration committee and of the corporate governance committee.

                                                                                    ¨
Mr. Ashley. W. Abdo, permanent representative of Gores Technology Ltd. London, Kusnacht Branch. Mr. Ashley
Abdo resides in Zurich, Switzerland. He is a member of Gores’ operating due diligence and portfolio management
team. Mr. Ashley Abdo has over 20 years experience in sales, sales management and executive management. He
previously served as President and CEO of Aonix Corporation and President and CEO of Jamis Software
Corporation (Gores portfolio companies).

Mr. Joseph P. Page is a member of Gores’ operating due diligence and portfolio management team. Mr. Joseph
Page has extensive experience in various operating and finance roles. Prior to joining Gores, he was Senior Principal
and Chief Operating Officer for Shelter Capital Partners a private investment fund. Previous to that he held various
senior executive positions with several private and public companies controlled by MacAndrews & Forbes (M&F).
While at M&F, he was Vice Chairman of Panavision, CFO of The Coleman Company and CFO of New World
Communications. Prior to M&F, Joseph Page was a Partner at Price Waterhouse.

Mr. Scott M. Honour is responsible for originating and structuring transactions and pursuing strategic initiatives at
Gores. Prior to joining Gores in 2002, Mr. Scott Honour led a career as an investment banker with a focus on
creating, structuring, financing and executing financial sponsor-led transactions. From 2001 to 2002, Mr. Scott
Honour served as a Managing Director at UBS Warburg, where he was responsible for relationships with
technology-focused financial sponsors, including Gores, and created the firm’s Transaction Development Group,
which brought transaction ideas to financial sponsors. Prior to joining UBS Warburg, Mr. Scott Honour was an
investment banker at Donaldson, Lufkin & Jenrette where he executed a variety of mergers and acquisitions, high
yield financing, equity offering and restructuring assignments. He also served as a Vice President in DLJ’s
Merchant Banking Group from 1995 to 1997. Mr. Scott Honour currently is managing director at Gores Group LLC
and serves as a director of Entrasys, WireOne, G1oba1Te1*Link Corp., Proxicom and Yapstone.

Mr. Mark R. Stone has responsibility for Gores worldwide operations group, including oversight of all Gores
portfolio companies and operational due diligence. He joined Gores in 2005. Mr. Mark Stone most recently served
as CEO of Sentient Jet, the pioneer and leading provider of private jet membership services. Before joining Sentient
Jet, Mr. Mark Stone was President and CEO of Narus, Inc., a global provider of telecommunication software
infrastructure to world-class carriers and next-generation service providers. Mr. Stone came to Narus, after serving
as President and CEO, of Sentex Systems, Inc., an international security and access control manufacturing company
based in Los Angeles. Prior to Sentex, Mark Stone was Corporate General Manager of TicketMaster/CitySearch,
Inc (Nasdaq: TMCS), a multi-billion dollar new media organization. Previous to TicketMaster/CitySearch,
Mr. Mark Stone spent five plus years with the Boston Consulting Group, as a member of their high technology
and industrial goods practices. He served in BCGs Boston, London, Los Angeles and Seoul, Korea offices. He
currently serves as managing director CEO of Proxicom Holdings and WireOne Holdings and is or was member of
the board of directors of the following companies: Avure Holdings, Avure Technology Holding, Brand-Rex
Holdings, Enterasys Networks, Global Tel*Link Corp., Gtel Holdings, Gores Capital Advisors, Gores ENT
Holding, Inmac Holding, Proxicom, SER Holding, Somero Holding, Somero Ent. And WireOne Communications.

                                                         115
Upon successful completion of the Takeover Bid (and, if any, the merger), Real (in its redesigned structure) has the
intention to modify the composition of its board of directors to better reflect the (prospective) shareholders’
structure and maintain the presence of three independent directors Viscount Etienne Davignon has resigned as
director and was replaced by Bruno Segers. William Patton Jr will resign as a director and president of the board of
directors. At the following general shareholders’ meeting, on March 25, 2008, it will be proposed to appoint Jef
Colruyt and Thierry Janssen, permanent representative of Temad BVBA as new directors. BVBA Temad can be
appointed as independent director as it satisfies the criteria set forth in Section 5.9.2 and his experience with
integration of companies after mergers, in particular in the ICT sector (i.a. Econocom, Getronics, Tiscali) will be
very valuable to the combined entity. BVBATemad will guarantee the continuity of the Dolmen expertise within the
combined entity, as well as the expansion opportunities in the Walloon Region as the experience in the field of
                                                              ¨
business integration. Furthermore, Gores Technology Ltd., Kusnacht Branch, represented by Ashley W. Abdo will
resign as managing director and will be replaced in that quality by BVBA All Together, represented by Bruno
                                  ¨
Segers. Gores Technology Ltd., Kusnacht Branch, represented by Ashley W. Abdo will be candidate for election as
chairman of the board of directors in its new composition.

Real will propose to its shareholders and board of directors to appoint, within one year after the closing of the
Takeover Bid, a chairman of the board of directors of Real who will be an independent director as defined in
Article 2.3 of the Code Lippens.


     Corporate governance and IAS 24 statement

All the members of the board of the directors of Real (except for Filip Roodhooft) have had and currently still
occupy mandates with other commercial companies and/or partnerships as indicated above but, while these
mandates offer Real additional experience, none of these mandates are conflicting with Real’s interest or the
execution of the mandates these directors hold with Real. Furthermore, some directors have mandates in non-profit
organizations (e.g. universities) that are not conflicting with Real’s interest or the execution of the mandates held
with Real.

Furthermore, it should be noted that at the date of this Prospectus, none of the directors or, in case of corporate
entities being director, none of their permanent representatives, of Real has, for at least the previous five years:

     •   any convictions in relation to fraudulent offences;

     •   held an executive function in the form of a senior manager or a member of the administrative, management
         or supervisory bodies of any company at the time of or preceding any bankruptcy, receivership or
         liquidation; or has been subject to any official public incrimination and/or sanction by any statutory or
         regulatory authority (including any designated professional body); or,

     •   has ever been disqualified by a court from acting as member of the administrative, management or
         supervisory bodies of any company or from acting in the management or conduct of affairs of any
         company.

Finally, except for the service agreement with the managing directors, Real has currently not entered into services
agreements providing for benefits upon termination with any of the members of the board of directors.

The board of directors met (physically or by teleconference) thirteen times in 2005, twenty two times in 2006 and
thirteen times in 2007.


5.9.3 Committees of the Board of Directors

     In general

The board of directors can set up specialized committees to analyze specific issues and advise on those issues. The
committees are advisory bodies only and the decision-making remains within the collegial responsibility of the
board of directors. The board of directors determines the terms of reference of each committee with respect to the
organization, procedures, policies and activities of the committees.

The board of directors has set up two permanent committees among its members: the audit committee and the
appointment and remuneration committee. Furthermore, the board of directors has constituted committees to
review specific issues: (i) the committee of independent directors, (ii) the Corporate Governance committee and
(iii) the financing committee.

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     Audit Committee

The audit committee currently consists of:
                                                                                      Executive or non-executive
     Name                                                                                      director

     DR Associates BVBA, represented by Mr. Filip Roodhooft . . . . . . . . . Non-executive / Independent
     JPD Consult BVBA, represented by Mr. Jean-Pierre Depaemelaere . . . Non-executive / Independent
     Mr. Joseph Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-executive

The CFO and the managing director are invited to the committee’s meetings. The audit committee usually also
requested Real’s auditor to attend its meetings.

The Code Lippens recommends that the audit committee should be composed of at least three members.
Furthermore, the audit committee should be exclusively composed of non-executive directors, a majority of
whom should be independent directors. Like other sub-committees within the board of directors, this committee
should be composed of directors with the relevant experience, such as to ensure that with its business know-how it
can oversee and steer the company’s financial reporting, internal and external audit and risk management.
Furthermore, the committee should appoint a chairman amongst its members. The chairman of the board of
directors should not chair the committee.

The current composition of the audit committee fully meets said criteria:

     Mr. Filip Roodhooft, permanent representative of DR Associates BVBA, is an independent director and
     chairman of the committee. His academic qualifications and his chairs at K.U.L. and Vlerick Leuven Ghent
     Management School in the field of accountancy as well as his chairmanship of the examination board of the
     Belgian Institute of Accountants and Tax Consultants make him particularly well suited for this mandate.

     Mr. Jean-Pierre Depaemelaere, permanent representative of JPD Consult BVBA, is an independent director.
     His extensive operational experience (including as managing director of Distrigas) puts him in a position to
     offer considerable added value to the audit committee.

     Mr. Joseph P. Page, having served in various operating and finance roles and senior executive positions and
     being a former partner at Price Waterhouse, is a high valued member of this Audit Committee.

The role of the audit committee is to assist the board of directors in fulfilling its financial, legal and regulatory
monitoring responsibilities. The committee reports regularly to the board of directors on the exercise of its duties,
identifying any matters in respect of which it considers that action or improvement is needed, and making
recommendations as to the steps to be taken. The audit review and the reporting review should cover the company
and its subsidiaries as a whole.

The committee has specific tasks, which include the company’s financial reporting, internal control and risk
management, and the internal and external audit process. These are further described in the terms of reference of the
audit committee, as set forth in Real’s corporate governance charter (see also Section 5.9.1).

The audit committee met (physically or by teleconference) ten times in 2005, seven times in 2006 and ten times in
2007. It has dealt with the following topics:

     •   the annual and quarterly results;

     •   press releases and trading up-date about the results;

     •   budget preparation and approval;

     •   cash flow planning;

     •   goodwill impairment;

     •   internal control framework and audit;

     •   IAS-IFRS;

     •   selection and recommendation of statutory auditor’s new mandate

     •   the audit committee’s terms of reference in the framework of the company’s corporate governance charter.

                                                         117
     Appointment and Remuneration Committee
The Code Lippens recommends that the appointment and remuneration committee should be composed of at least
three members. Furthermore, the appointment and remuneration committee should be composed exclusively of
non-executive directors, a majority of whom should be independent directors. The committee appoints a chairman
amongst its members. The chairman of the board of directors can chair the committee, but should not chair the
committee when dealing with the designation of his successor. The CEO should participate to the meetings of the
committee when it deals with the remuneration of other executive managers.
The appointment and remuneration committee is currently composed of the following persons:
     Name                                                                      Executive or non-executive director

     JPD Consult BVBA, represented by Mr. Jean-Pierre Depaemelaere . . Non-executive / Independent
     William B. Patton Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-executive
It is expected that following the successful closing of the take-over bid, the vacancy left by Viscount Etienne
Davignon will be filled by Temad BVBA, represented by Mr. Thierry Janssen.
The appointment and remuneration committee always invites the managing director — CEO to attend the meeting
unless in the event his position and/or remuneration is being discussed.
The composition of the appointment and remuneration committee is balanced and well suited to undertake its tasks:
     Mr. Jean-Pierre Depaemelaere, permanent representative of JPD Consult BVBA has a specific experience in
     the field of human resources (including as general director of corporate HR at Tractebel), which gives him a
     prime position in devising policy lines for the group in the context of the appointment and remuneration
     committee.
     Mr. William B. Patton, Jr. has a seat on the committee as a director nominated by The Gores Group Inc. He is
     active in investment funds and was formerly a business leader of listed companies in the United States of
     America, including Unisys Corporation, a Fortune 500 business. Thanks to his long career, which has included
     considerable international and European involvement, Real can benefit from his ideas in connection with
     strategy and human resources.
Given the position of Mr. William B. Patton, Jr., who is not subject to the authority or supervision of The Gores
Group, but who does give advice to the Gores Group, on a restricted basis, he cannot be described as entirely
independent. Nevertheless, the board of directors believes that this committee has sufficient independency and
neutrality to comply with the ratio of the Code Lippens. Furthermore, without compromising the quality of its work,
the committee combines the tasks of both an appointment and a remuneration committee, which are listed as
separate committees in the Code Lippens.
The role of the appointment and remuneration committee is (i) to make recommendations to the board of directors
with regard to the election of directors and to ensure that the appointment and re-election process is organized
objectively and professionally and (ii) to make proposals to the board of directors on the remuneration policy of
non-executive directors and the resulting proposals to be submitted to the general shareholders’ meeting, and the
remuneration policy of the executive management.
The appointment and remuneration committee has other specific tasks. These are further described in the terms of
reference of the appointment and remuneration committee, as set forth in Real’s corporate governance charter (see
also Section.5.9.1).
The appointment and remuneration committee met five times in 2005, seven times in 2006 and seven times in 2007.
It has dealt with the following subjects:
     •   the executive management’s remuneration package;
     •   the CEO’s remuneration package and bonus;
     •   directors’ remuneration;
     •   Long Term Incentive (LTI) plan and warrants for senior management;
     •   the board assessment;
     •   implementation of Real’s corporate governance charter.
In more general terms, the appointment and remuneration committee discusses the group’s salary policy, the
response to the (external) auditor’s recommendations, group insurance and the reimbursement of expenses. It also

                                                        118
considers the appointment of independent directors and the allocation of functions within the board of directors. It
makes proposals regarding the remuneration of directors. The CEO reports to the committee on the recruitment,
dismissal and remuneration of his immediate reports. It evaluates possible bonuses for the executive management
and makes recommendations to the board of directors in that respect. It can give advice on conflicts of interest.

     Financing committee
The financing committee was created by the decision of the board of directors of September 18, 2005, and is
currently composed of two directors and Real’s Secretary General, as follows:
     Name                                                                       Executive or non-executive director

     Scott Honour, chairman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-executive
     JPD Consult BVBA, represented by Mr. Jean-Pierre Depaemelaere . . Non-executive / Independent
     Thierry de Vries, Secretary General . . . . . . . . . . . . . . . . . . . . . . . . .
The financing committee focuses on (i) capital raising and (ii) assets valuations and possibilities for acquisitions
and divestitures. It informs the board of directors on a regular basis about the status of fundraising and possible
valuations for company assets and accompanies the entire acquisition process from preparing lists of potential
candidates to the final stages of making an offer.
It is the financing committee’s sole responsibility to contact investment banks, hedge funds, private equity firms and
other interested investors to execute a multi-tiered approach to raising funds and executing the company’s strategy.
The financing committee also makes recommendations to the board of directors with respect to the appointment and
mandate of investment bankers, the fund-raising process, corporate opportunities and fundraising strategies.
The financing committee met (in person of by teleconference) thirteen times in 2005, eleven times in 2006 and ten
times in 2007.

     Corporate governance committee
In May 2005, the board of directors resolved to set up a committee consisting of two directors named by the board of
directors and Real’s Secretary General, in order to implement the Code Lippens.
The corporate governance committee is composed of the following persons:
     Name                                                                       Executive or non-executive director

     William B. Patton Jr., chairman . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-executive
     DR Associates BVBA, represented by Mr. Filip Roodhooft . . . . . . . Non-executive / Independent
     Thierry de Vries, Secretary General
For more information with respect to the members of the corporate governance committee, reference is made to the
overview set forth in the section above.
The role of the corporate governance committee is to prepare Real’s corporate governance charter and to effect its
implementation and, afterwards, to administer and monitor compliance with the Code Lippens, Real’s corporate
governance charter, and the conflict of interest policy. See specifically on the Code Lippens and the corporate
governance charter, Section 5.9.1.
Real has adopted a corporate governance charter, an ethics guideline and an internal ethics hotline.
The corporate governance committee shall require a statement from each director and officer not less frequently
than once a year setting forth all business and other affiliations which relate in any way to the business and other
activities of Real.
The corporate governance committee reports to the board of directors and met six times in 2005, once in 2006 and
once in 2007.

5.9.4 Executive Management
     General provisions
Real’s board of directors has appointed the executive management. The terms of reference of the executive
management have been determined by the board of directors in close consultation with the CEO.
As further set forth in Section 5.3, the business of Real and its subsidiaries are organized in different segments and
divisions.

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The different segments and divisions. Together with the CEO, the heads of the divisions, the CFO and the “Secretary
General” constitute the executive management of Real. The executive management includes all executive directors
of Real. The executive management does not constitute an executive committee (directiecomité/comité de
direction) within the meaning of Article 524bis of the Belgian Company Code.

     Managing Director and Chief Executive Officer
The group’s day-to-day management has been delegated by the board of directors to the Managing Director-CEO,
who is appointed by, directly supervised by and can be removed by the board of directors.
During the transition period, until the successful completion of the Takeover Bid, this function is exercised by two
                                                                                               ¨
persons, Ashley W. Abdo, permanent representative of Gores Technology Ltd. London, Kusnacht Branch, and
Bruno Segers, permanent representative of All Together BVBA. Upon the successful completion of the Takeover
Bid, Asley Abdo will resign as a Managing Director-CEO and Bruno Segers will remain as the sole Managing
Director-CEO.
The board of directors has not set up an executive management committee, of the type referred to in Article 524bis
of the Belgian Company Code.
The Managing Director represents Real, in accordance with Article 19, second paragraph of Real’s articles of
association: “Without prejudice to the general powers of the board of directors to act jointly to represent the
company, the company shall be validly represented in transactions with third parties by the managing director”.
The Managing Director-CEO has the following general responsibilities:
     •    He is responsible vis-à-vis the board of directors for the management of the company and the imple-
          mentation of the decisions of the board of directors within the strategy, planning, values and budgets
          approved by the board of directors.
     •    He heads and oversees the different divisions of the company and reports to the board of directors on their
          activities.
     •    He is responsible for the development of proposals for the board of directors relating to strategy, planning,
          finances, operations, human resources and budgets, and such other matters that are to be dealt with at the
          level of the board of directors.
    The CEO has certain specific tasks. His mission and specific objectives are set out in the service contract
    between the Managing Director-CEO(66) and Real. They are also further described in the terms of reference of
    the executive management, as set forth in the Real’s corporate governance charter (See on the corporate
    governance charter, Section 5.9.1). The objectives are determined by the board of directors in consultation with
    the CEO, and include measurable objectives on an annual basis. They relate directly to the company’s business
    operations and strategy, in the short and medium term. As this information is very business related and can
    constitute competitive sensitive information, the board of directors has opted not to discuss it any further in this
    Prospectus.

(66) The relevant provisions of a Managing Director-CEO contract at Real read as follows:
    1.   [Real] undertakes to entrust the manager with the general daily management of [Real] (the “Services”). The manager acknowledges
         that the scope of its daily management powers, including the external power of representation attached thereto will be restricted from
         time to time by the authority matrix as set forth by the board of directors of [Real], in which case the manager shall strictly adhere to
         these restrictions. Whenever needed, [Real] will appoint the manager as director of [Real]’s subsidiaries, branches and joint ventures.
    2.   The manager undertakes:
         • to assume full profit and loss responsibility for the daily management and global operations of [Real] including, if applicable, the
            responsibilities resulting from his appointment as President of the Executive Committee (in the event where such committee would
            be installed by the board of directors within [Real]);
         • to have the Services discharged exclusively by Mr Ashley W. Abdo (who will act as permanent representative of the manager for
            purposes of performing the corporate mandates of the manager within [Real]) on a full-time basis during at least 11 months per
            calendar year;
         • to perform the Services in the best interest of [Real]and its stakeholders (including shareholders, employees, customers and
            suppliers), taking into account the public share ownership in [Real] and the fact that [Real] is listed on the stock exchange;
         • to perform the Services to the best of its abilities, in a loyal manner and in good faith;
         • to comply with the corporate governance guidelines that shall be issued by [Real] and to discharge the Services subject to regular
            consultation with, reporting to and supervision by the board of directors of [Real];
         • to communicate to the board of directors all information which is pertinent for the performance of the Services and [Real]’s
            business in general.



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   In the execution of his function, the CEO is assisted by some colleagues who report directly to him. Each of
   these managers has a specific operational function, either at group or divisional level, or a staff function.

                                                                                               ¨
          Mr. Ashley W. Abdo, permanent representative of Gores Technology Ltd. London, Kusnacht Branch-
          CEO, resides in Zurich, Switzerland. He is a member of Gores’ operating due diligence and portfolio
          management team. He has over 20 years experience in sales, sales management and executive manage-
          ment. He previously served as President and CEO of Aonix Corporation and President and CEO of Jamis
          Software Corporation. He has extensive IT experience along with a successful track record or turning
          around and growing companies. He has successfully orchestrated the acquisition and assimilation of
          numerous companies during both his time with the Gores Group and as CEO. He joined Real in April 2004
          as chairman of the board and subsequently became the CEO in January 2006.

          Mr. Bruno Segers, permanent representative of All Together BVBA-CEO, the former Country General
          Manager of Microsoft BeLux where he grew the business from 150 million Euro to 300 million Euro over
          6 years. More than 25 years ago he started his career as a sales representative at Digital, later he was in
          charge of the startup of Oracle and Lotus in Belgium. After the acquisition of Lotus by IBM in 1995 he
          occupied several operational management positions to grow sales in the Benelux, Nordic and Eastern
          Europe. He is active in the local IT sector, and as such, maintains his board mandates in Aventiv, City Live
          and IBBT, a research institute of the Flemish government.

          Composition of the Executive Management

As at the date of this Prospectus, the executive management consists of seven members, as further set forth
hereinafter:
     Name                                                                                   Title                      Age

                             ¨
     Gores Technology Ltd., Kusnacht Branch,                                                                           43
       represented by Ashley W. Adbo . . . . . . . .                   Chief Executive Officer and
                                                                       Managing Director
     All Together BVBA, represented by Bruno                                                                           49
       Segers, . . . . . . . . . . . . . . . . . . . . . . . . . . .   Chief Executive Officer and Managing Director
     Jos Nijns . . . . . . . . . . . . . . . . . . . . . . . . . . .   Chief Financial Controller                      48
     Paul De Schrijver . . . . . . . . . . . . . . . . . . . . .       Vice President International Operations         45
                                                                       & Corporate Development
     Thierry de Vries . . . . . . . . . . . . . . . . . . . . . .      Secretary General                               50
     Werner Pruehs . . . . . . . . . . . . . . . . . . . . . . .       Vice President Operations & Quality             47

                                                                           ¨
Mr. Ashley W. Abdo, permanent representative of Gores Technology Ltd., Kusnacht Branch, Chief Executive
Officer (CEO) and Managing Director. For more information, reference is made to Section 5.9.2 above.

Mr. Bruno Segers, permanent representative of All Together BVBA, Chief Executive Officer (CEO) and Managing
Director, the former Country General Manager of Microsoft BeLux where he grew the business from 150 million
Euro to 300 million Euro over 6 years. More than 25 years ago he started his career as a sales representative at
Digital, later he was in charge of the startup of Oracle and Lotus in Belgium. After the acquisition of Lotus by IBM
in 1995 he occupied several operational management positions to grow sales in the Benelux, Nordic and Eastern
Europe. He is active in the local IT sector, and as such, maintains his board mandates in Aventiv, City Live and
IBBT, a research institute of the Flemish government.

Mr. Jos Nijns, Chief Financial Officer (CFO), appointed as Chief Financial Officer of the Group on September 6,
2004. Since 1982, he gained a broad finance experience in reputable multinationals. During the last seven years, he
acquired in depth knowledge of the ICT sector at EDS. In the period 1982-1996 he developed extensive experience
in different financial aspects with international companies such as Elf Aquitaine Belgium, Estee Lauder, Upjohn
and Schindler Europe. From 1997 on, Mr. Jos Nijns performed various executive financial functions at EDS, one of
the leading global ICT companies. In 2002, he was appointed Finance Director Benelux.

Mr. Paul De Schrijver, Vice President International Operations and Corporate development, joined Real on
March 1, 2005 as VP International Operations and Corporate development. He leads the Real Group’s international
operations, strategic planning, acquisitions and joint ventures. He started his career in 1986 as a lawyer at Allen &
Overy specialized in corporate restructurings, joint ventures and mergers & acquisitions. From 1992 on, he became
involved in the management and restructuring of Turbodata. When Turbodata was acquired by ADP Inc. in 1996 he
became responsible for Business Development in the newly founded European headquarters of ADP’s automotive

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division. His last role with ADP was Vice President based in Paris, the Corporate Development of ADP in Europe,
leading many acquisition and divestiture projects for its four divisions throughout Europe.
Mr. Thierry de Vries, Secretary General, joined the Real Group in December 2001. He has twenty years
experience in domestic and foreign law firms as a litigator and business lawyer. He has been appointed Company
Secretary by the board of directors, and is responsible for the smooth running of the board of directors and its sub-
committees. He oversees the implementation of the principles of corporate governance and ethics within the
business and assists executive management with internal organization, contacts with the board of directors and
operational support. He provides legal support for the activities and is in charge of relationships with regulators and
stock exchange and external communications. He is also chairman of the works council.
Mr. Werner Pruehs, Vice President Operations & Quality, joined the Real Group in 2006 where he initially headed
the (now divested) Retail Development and Delivery organization. Before joining Real, he was the Group
Development Director at Anker Systems plc. Anker was a pan European provider of total solutions for the retail
industry with subsidiaries in 11 European countries. Werner Pruehs oversaw a centrally managed international
development organization with teams in 4 different countries. Werner Pruehs has over 20 years of international
experience in development and project management. He also developed process control and measurement systems
for submarines and offshore oil production platforms before he joined Omron Cooperation, a multinational
enterprise based in Japan.
On the date of this Prospectus, none of the executive managers or, in case of corporate entities being executive
manager, none of their permanent representatives, has, for at least the previous five years:
     •   any convictions in relation to fraudulent offenses;
     •   held an executive function in the form of a senior manager or a member of the administrative, management
         or supervisory bodies of any company at the time of or preceding any bankruptcy, receivership or
         liquidation; or has been subject to any official public incrimination and/or sanction by any statutory or
         regulatory authority (including any designated professional body); or,
     •   has ever been disqualified by a court from acting as member of the administrative, management or
         supervisory bodies of any company or from acting in the management or conduct of affairs of any
         company.
In the event of a successful Takeover Bid and in anticipation of the presently contemplated merger, Real (in its
redesigned structure) has the intention to modify the composition of its executive management. It is presently
contemplated that, following the merger, the key management positions will be filled in as follows. Gores
               ¨
Technology, Kusnacht branch, represented by Mr. Ashley W. Abdo (Real), would become the chairman of the board
and All Together BVBA represented by Mr. Bruno Segers (Real), become the sole Managing Director-CEO. The
following functions would report directly to the CEO: (COO, Dolmen) Mr. Mark De Keersmaecker, (VP
Marketing & sales, Dolmen) Mr. Dirk Debraekeleer, (CFO, Real) Mr. Jos Nijns, (VP Human Resources, Dolmen)
Mr. Jan Bogaert, (legal counsel and secretary to the board, Real) Thierry de Vries, (CTO, Real) Mr. Werner Pruehs,
(VP International corporate strategy, Real) Paul De Schrijver. Real will not alter the composition of the Man-
agement team set forth in Section 2.2.2 during a period ending at the first anniversary of the closing of the Takeover
Bid, unless by an unanimous vote by the new board of directors of Real (including Jef Colruyt), it being understood
that absent directors or directors who abstain from voting shall not be considered as negative votes.
Real will clarify in its corporate governance charter the current practice of appointment, compensation and
dismissal of senior executives requiring board approval and will indicate that the relevant decisions are taken upon
recommendation by the chairman.
Today, in practice, the appointment of key-managers within Real is confirmed by the board, upon recommendation
of the Appointment and Remuneration Committee. It is the intention of Real to following the envisaged merger
install a formal executive committee (directiecomité/comité de direction) in accordance with Article 524bis of the
Belgian Company Code. The members of that executive committee would be appointed and supervised by the board
of directors of Real.

5.9.5 Remuneration of Directors and Executive Management
     Directors
Under Belgian company law, any director’s mandate can be terminated “ad nutum” (at any time), without any form
of compensation.

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The remuneration package of the non-executive directors is subject to approval by the general shareholders’
meeting.
     •   Direct remuneration
According to the Code Lippens, the remuneration of non-executive directors should take into account their
responsibilities and time commitment, and non-executive directors should not be entitled to performance related
remuneration, such as bonuses, stock related long-term incentive schemes, fringe benefits or pension benefits.
During the financial year 2006, no remuneration was paid to any director for additional services rendered. As a
general rule, Real did not grant any benefits of a performance-related nature (such as bonuses, options or pension
schemes) to the non-executive directors, whether independent directors or other directors. This principle corre-
sponds with the recommendation in that respect in the Code Lippens.
However, contrary to the Code Lippens the board of directors believes that its non-executive directors should not be
remunerated for their mandate, except to the extent that they are an independent director. Accordingly, and as per
the recommendation of Real’s appointment and remuneration committee, the compensation consists of the
following elements:
     •   a fixed annual payment per (non-executive) director amounting to 11,800 Euro;
     •   a double compensation for the chairman of the board of directors, provided that he is an independent
         director, i.e. 23,600 Euro (yet, not applicable in 2007);
     •   a fixed remuneration of 1,200 Euro per meeting of the board of directors and/or sub-committee in which
         the director concerned participates (reduced to 600 Euro in the case of a meeting by teleconference); and
     •   for additional meetings required by the needs of the company, the same variable compensation will be paid.
The non-executive directors’ remuneration is calculated per calendar year and paid every half-year. The basis for the
calculation of directors’ remuneration is the directors’ liability, for which a minimum fixed level of remuneration is
established. Additionally, active efforts on the part of directors are acknowledged by allocating a fixed remuneration
per meeting attended. The calculation is based on an average of 11 meetings of the board of directors and its sub-
committees (six board meetings, i.e. one per quarter, one strategic meeting and one budget meeting) and an average
of four committee meetings (either audit committee or appointment and remuneration committee), plus one
potential additional meeting to deal with additional issues.
The general shareholders’ meeting of March 28, 2006 resolved to provide 174,600 Euro for independent directors’
remuneration for the financial year ending December 31, 2006. The actual cost during the financial year 2006
amounted to 141,600 Euro (see table below).
The general shareholders’ meeting of March 29, 2007 resolved to provide 174,600 Euro for independent directors’
remuneration for the financial year ending December 31, 2007.
In 2006, Real paid the remaining fees relating to the financial year 2005, for a total amount of 225,633.33 Euro, to
its non-executive directors. The overall gross remuneration relating to the financial year 2006 for the executive and
non-executive directors, including fixed, variable and exceptional remuneration, amounted to 889,156.15 Euro of
which 753,789.49 Euro was paid in 2006 and the remainder was paid in 2007. The payments can be allocated as
follows:
     Non-Executive Directors                                                                                                  Fees paid (E)

     Independent Directors
     JPD Consult BVBA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       61,179
     DR Associates BVBA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         45,400
     Viscount Etienne Davignon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          35,200
     Other Directors: not applicable
In 2006, Real paid out to its former Managing Director Peter Op de Beeck BVBA, represented by Peter Op de
Beeck, a fee equal to 356,158.33 Euro as provided under the termination and settlement agreement with Peter Op de
Beeck BVBA (whose management agreement had been terminated on January 8, 2006).
                                                                                   ¨
In 2006, Real further paid out to its current Managing Director Gores Technology Kusnacht Branch, represented by
Ashley W. Abdo, a fee equal to 391,397.82 Euro under the management service agreement entered into by Real with
                            ¨
Gores Technology, Ltd, Kusnacht Branch. Said agreement provides for a fixed annual remuneration of 400,000
Euro, payable in 12 equal instalments, and an additional fee payment of 275,000 Euro upon achievement of specific
targets, determined by the board of directors. The fixed remuneration includes all expenses, except for costs

                                                                      123
pertaining to telephone, restaurant, lodging, business travel expenses, which will be reimbursed subject to
supporting documentation.
In 2007 an agreement was concluded with All Together BVBA, represented by Bruno Segers, who has been
appointed as Managing Director effective February 1, 2008. The agreement provides for a fixed annual remu-
neration of 300,000 Euro, payable in 12 equal installments and an additional fee payment of 195,000 Euro upon
achievement of specific targets. The fixed remuneration includes all expenses, except for costs pertaining to
telephone, fax and Internet costs, restaurant and business entertainment expenses, and transportation and lodging in
case of business travel, which will be reimbursed subject to supporting documentation. Each party has the right to
terminate the agreement at all times subject to a prior notice period of three (3) months during 2007, a six (6) months
notice period during 2008, a nine (9) months notice period during 2009 and a twelve (12) months notice period as of
2010 onwards.
In addition, Dolmen has entered into specific exceptional bonus agreements with some of its key managers to
reward them for their special efforts in preparing the proposed transaction and to motivate them to stay at least one
year with Dolmen (or in the case of a merger, the combined entity) following the acquisition of Dolmen by Real.
Real considers that retaining these key-managers is instrumental to ensure the continuity and to facilitate the
integration of Dolmen in Real with a view to the contemplated merger of both companies.
These exceptional bonus agreements include a conditional retention premium, a success fee that is related to the
takeover and/or a success fee that is related to the subsequent merger. These bonus arrangements are subject to the
approval of the general shareholders’ meeting of Dolmen. The maximum aggregate total cost to Dolmen of these
exceptional bonus agreements (including any applicable taxes and social security contributions) amounts to
approximately 671,000 Euro.
Real furthermore acknowledges that on December 19, 2007 Dolmen and its current CEO-Managing Director,
Mr. Jan De Ville, entered into an agreement regarding the termination of Mr. Jan De Ville’s employment agreement.
Mr. Jan De Ville will resign as CEO of Dolmen as from April 1, 2008. The maximum total cost to Dolmen of the
termination package that has been agreed with Mr. Jan De Ville (including any applicable taxes and social security
contributions) amounts to approximately 450,000 Euro (excluding pre-pension payable as from September 1, 2011
through August 31, 2016, of which the total cost to Dolmen amounts to approximately 25,000 Euro).
In the event the Takeover Bid closes successfully, Real (a) will approve, at the first general shareholders’ meeting of
Dolmen after the closing of the Take-Over Bid, the decision taken, subject to the approval by the general
shareholders’ meeting of Dolmen, by the board of directors of Dolmen to grant the above special remuneration
packages and (b) irrevocably waives any rights it might have or get as a result of the Takeover Bid to challenge the
validity or enforceability of this decision under Article 556 of the Belgian Company Code.
Real will not dismiss any of the Key Managers (i.e. the managers named in Section 2.2.2) during a period ending at
the first anniversary of the closing of the Takeover Bid, unless by a unanimous vote by the board of directors of Real
(it being understood that absent directors or directors who abstain from voting shall not be considered as negative
votes).
     •   Expenses
In addition to the above remuneration, which applies only to independent directors or executive directors, all
directors are entitled to a reimbursement of out-of-pocket expenses actually incurred (e.g. travel or accommodation
expenses in connection with airfare, special communication costs, etc.) subject to provision of supporting
documentation.
During the financial year 2006, a total of 118,290.11 Euro expense notes were reimbursed to directors. Real
additionally provides lodging to the CEO-Managing Director in the vicinity of Real’s headquarters, which entailed
(i) a total cost in 2006 of 24,000 Euro and (ii) in 2007, a cost accruing from expense notes to directors in the amount
of 67,888.98 Euro and from lodging to the CEO-Managing Director of 41,727.71 Euro.
     •   Loans
Real has not made any loans to the members of its board of directors.

     Executive Management
The remuneration of the executive management is determined by the board of directors upon recommendation by
the appointment & remuneration committee, upon recommendation by the CEO.

                                                         124
The remuneration of the executive management is designed to attract, retain and motivate executive managers. The
level and structure of the remuneration are subject to an annual review by the appointment and remuneration
committee to take into account market practice. The annual review does not provide for mechanisms for automatic
adjustments, except as legally required.
The remuneration of the members of the executive management consists of the following elements:
     •   Each member of the executive management is entitled to a basic fixed remuneration designed to fit
         responsibilities, relevant experience and competences in line with market rates for equivalent positions and
         a variable remuneration which is determined by the board of directors and is in function of company targets
         and personal management objectives.
     •   Each member of the executive management may be offered the possibility to participate in a stock-based
         incentive scheme, in accordance with the recommendations set by the appointment and remuneration
         committee, after recommendation by the CEO to such committee.
In 2006, Real paid the remainder of bonuses over 2005, for a total amount of 325,750 Euro. The total remuneration
relating to financial year 2006 of the executive management team, apart from the CEO (see above), and consisting
of the CFO, Operations Manager Retail, Vice President Sales & Marketing, Vice President Advanced Technology
Solutions, Vice President International Operations and Secretary General amounted to 1,456,765.22 Euro. From
this amount, 411,280.02 Euro was variable and is payable as result related bonuses for 2006, of which 89,948.02
Euro was paid in 2006 and the remainder was paid in 2007.
These amounts are gross amounts exclusive social security contribution for Real and all affiliated companies.
All members of the executive management, except for the managing director-CEO Gores Technology Ltd. London,
  ¨
Kusnacht Branch, the COO, All Together BVBA and the CTO Werner Pruehs are engaged on the basis of an
employment contract. The employment contracts are generally for an indefinite term, with a trial period. The
employment contracts may be terminated at any time by the company, subject to a contractual notice period. The
employment contracts include strict (derogatory) non-competition undertakings for 12 months, as well as con-
fidentiality and IP transfer undertakings.
                                    ¨
Gores Technology Ltd. London, Kusnacht Branch is engaged as managing director-CEO on the basis of a service
arrangement. The service contract can be terminated at any time, subject to a three months notice period or, in case
of a change of control, immediately. The service contract equally imposes strict non-competition and confiden-
tiality obligations on the manager.

  5.9.6 Shares and Warrants Held by Directors and Executive Management
As of the date of this Prospectus, no shares of the company were held by the members of the board of directors of
Real, either independent directors or other directors.
As at the date of this Prospectus, no shares of Real were held by the members of the board of directors or executive
management of Real, either independent directors or other directors, except for 25,000 shares held by Jos Nijns,
CFO. As part of its stock-option plan Warrants 2007, Real has issued and granted stock-options to some members of
its senior management and some of its executives, notably All Together BVBA, the management company of
Mr. Bruno Segers, and Werner Pruehs Consulting, the management company of Mr. Werner Pruehs, Jos Nijns, Paul
De Schrijver, Thierry de Vries, and Zander Colaers who has left the company in the meanwhile.
See for more information with regard to the Warrants 2007 and the other (historic) option schemes Section 5.5.
Real further envisages issuing a new set of warrants, called “Warrants 2008”, under the circumstances and subject to
the conditions further described above in Section 5.5.6.

  5.9.7 Statutory Auditors
At the company’s general shareholders’ meeting of March 29, 2005 it was decided to reappoint Deloitte & Touche
Bedrijfsrevisoren CVBA, a civil company having the form of cooperative company with limited liability, with
registered office at Louizalaan 240, 1050 Brussels, represented by Mr. William Blomme, auditor, as statutory
auditor for a term of three years ending immediately after the closing of the general shareholders’ meeting that will
have deliberated and resolved on the financial year starting as from January 1, 2007. The fixed annual fee for its
assignment as statutory auditor for the company, responsible for auditing the statutory and consolidated accounts,
amounts to 145,000 Euro for the group companies.

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The statutory auditor’s total remuneration for its statutory assignment in 2007 was 166,725 Euro (145,000 for Real
(i.e. Real Software NV) and additional audit services 16, 725 Euro and audit of Supply Chain Software NV 5,000
Euro).
The subject-matter and the remuneration during the financial year related to extra-ordinary activities or special
assignments performed by the statutory auditor within the company or for any Belgian company or Belgian person
affiliated with the company within the meaning of Article 11 of the Belgian Company Code or any foreign
subsidiary of the company which is subject to the statutory audit of its annual accounts, as referred to in articles 142
and 146 of the Belgian Company Code, were as follows:
     •    Other non-audit assignments: 97,152 Euro (assistance with the Convertible Bonds 2007, 87,410 Euro;
          M&A advisory services 9,742 Euro)
     •    Related parties: 131,541 Euro (audit in foreign subsidiaries 51,800 Euro and foreign M&A advisory
          services 30,000 Euro and M&A related tax services 49,741 Euro).
In the framework of remunerations during the financial year related to tasks, mandates or assignments performed by
a person with whom the statutory auditor has entered into an employment contract or with whom he is in a
professional collaborative relationship, or by a company or person affiliated with the statutory auditor as defined in
Article 11 of the Belgian Company Code, within the company whose annual accounts are audited by the statutory
auditor or any Belgian company or a Belgian person affiliated with the company within the meaning of Article 11 of
the Belgian Company Code or any foreign subsidiary of the Belgian company which is subject to the statutory audit
of its annual accounts, as referred to in Articles 142 and 146 of the Belgian Company Code, no such services were
provided to Real or its group companies.

5.9.8 Transactions with Affiliated Companies
General
Each director and executive manager is encouraged to arrange his personal and business affairs so as to avoid direct
and indirect conflicts of interest with Real. The company’s corporate governance charter contains specific
procedures to deal with potential conflicts. Summarized, prior to his appointment, a director and an executive
manager must inform the board of directors of his related party transactions with the company or its subsidiaries.
During his mandate, he must inform the chairman of the board of directors of the related party transactions that he or
his affiliates contemplate to enter into, and such related party transactions can only be entered into after approval by
the board of directors. “Related party transaction” of a director or executive manager means any transaction to
deliver services or provide supplies or other goods to the company or its subsidiaries either by the director or
executive manager himself, his spouse or unmarried legal partner, a relative of his (via birth or marriage) in the
second degree, or a legal entity that is directly or indirectly under the control of the director or executive manager
concerned, his spouse or unmarried legal partner, or a relative of his (via birth or marriage) in the second degree.
These rules are without prejudice to certain legal procedures that are further discussed below.

Conflicts of interest of directors
Article 523 of the Belgian Company Code provides for a special procedure within the board of directors in the event
of a possible conflict of interest of one or more directors with one or more decisions or transactions by the board of
directors.
In the event of a conflict of interest, the director concerned has to inform his fellow directors of his conflict of
interest before the board of directors deliberates and takes a decision in the matter concerned. Furthermore, the
conflicted director cannot participate in the deliberation and voting by the board on the matter that gives rise to the
potential conflict of interest. The minutes of the meeting of the board of directors must contain the relevant
statements by the conflicted director, and a description by the board of the conflicting interests and the nature of the
decision or transaction concerned.
The minutes must also contain a justification by the board for the decision or transaction, and a description of the
financial consequences thereof for the company. The relevant minutes must be included in the (statutory) annual
report of the board of directors. The conflicted director must also notify the statutory auditor of the conflict. The
statutory auditor must describe in his annual (statutory) audit report the financial consequences of the decision or
transaction that gave rise to the potential conflict.
The procedure does not apply to decisions or transactions in the ordinary course of business at customary market
conditions. It also does not apply to transactions or decisions between companies of which one holds (directly or
indirectly) at least 95% of the voting financial instruments of the other, and transactions or decisions between

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companies whereby at least 95% of the voting financial instruments of both companies are (directly or indirectly)
held by another company.

Article 524ter of the Belgian Company Code provides for a similar procedure in the event of conflicts of interest of
executive committee members. In the event of such conflict, only the board of directors will be authorized to take
the decision that has led to the conflict of interest. The company’s executive management team does not qualify as
an executive committee in the meaning of Article 524bis of the Belgian Company Code.

Currently, the directors (and the members of the executive management) do not have a conflict of interest within the
meaning of Article 523 of the Belgian Company Code that has not been disclosed to the board of directors. Real
does not foresee any other potential conflicts of interest in the near future.


Transactions with affiliates

Article 524 of the Belgian Company Code provides for a special procedure that applies to intra-group or related
party transactions with affiliates. The procedure applies to decisions or transactions between Real and affiliates of
Real that are not a subsidiary of the company. It also applies to decisions or transactions between any of the
company’s subsidiaries and such subsidiaries’ affiliates that are not a subsidiary of the company. Prior to any such
decision or transaction, the board of directors of the company must appoint a special committee consisting of three
independent directors, assisted by one or more independent experts. This committee must assess the business
advantages and disadvantages of the decision or transaction for the company. It must quantify the financial
consequences thereof and must determine whether or not the decision or transaction causes a disadvantage to the
company that is manifestly illegitimate in view of the company’s policy. If the committee determines that the
decision or transaction is not manifestly illegitimate, but is of the opinion that it will prejudice the company, it must
clarify which advantages are taken into account in the decision or transaction to compensate the disadvantages. All
these elements must be set out in the committee’s advice. The board of directors must then take a decision, taking
into account the opinion of the committee.

Any deviation from the committee’s advice must be motivated. Directors who have a conflict of interest are not
entitled to participate in the deliberation and vote (as set out in the previous paragraph). The committee’s advice and
the decision of the board of directors must be notified to the company’s statutory auditor, who must render a separate
opinion. The conclusion of the committee, an excerpt from the minutes of the board of directors and the opinion by
the statutory auditor must be included in the (statutory) annual report of the board of directors.

The procedure does not apply to decisions or transactions in the ordinary course of business at customary market
conditions, and transactions or decisions with a value of less than 1% of the consolidated net assets of the company.

Apart from the foregoing procedure, Real must also report in its annual report substantial restrictions or burdens
imposed or maintained by the controlling parent company if any, during the previous financial year.


Committee in accordance with Article 524 of the Belgian Company Code

In 2004, the board of directors constituted a committee of three independent directors in order to give advice on
issues that are to be considered as party related transactions or as potential conflicts of interest.

The committee consists of the following independent directors:

     Independent (Non-Executive) Directors

     JPD Consult BVBA, permanently represented by Mr. Jean-Pierre                                                     Committee member
       Depaemelaere . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
     DR Associates BVBA, permanently represented by Mr. Filip Roodhooft. . . . . .                                    Committee member
     Thierry de Vries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   Secretary

It is anticipated that, upon the successful completion of the Takeover Bid, Thierry Janssen, permanent represen-
tative of Temad BVBA,will be appointed as the third member of this committee.

These directors are independent directors, since they meet the criteria set forth in Article 524, §4, 1-4 of the Belgian
Company Code (see also Section 5.9.2). The committee appointed the company’s Secretary General, as its
secretary.

                                                                        127
Disclosure of conflicts of interest
     •                                                    ¨
          Compensation of the CEO, Gores Technology Ltd. Kusnacht Branch
                                           ¨
On January 8, 2006, Gores Technology Ltd. Kusnacht Branch was appointed new CEO-Managing Director of Real.
The CEO compensation and the drafting of the Management Agreement were discussed by the board of Directors
and by the appointment and remuneration committee. Real’s auditor has been duly notified.
Minutes of the Appointment & Remuneration Committee of January 25, 2006 (extract)
“Upon the appointment of the new Managing Director, the Board of Directors decided that an agreement is required
to effectively deal with the CEO’s compensation package. The Committee has prepared a draft agreement.
Before the Committee discusses the agreement, the Managing Director-CEO informs the Committee of a potential
conflict of interest regarding the financial impact of the management agreement. Having informed the committee,
he will also inform the company’s Auditor. He is then excused from the meeting.
The Committee reviews the agreement, in particular its terms and conditions, guarantees and risks, the goal setting
and the additional fee targets. On the topic of the CEO’s objectives, the Chairman distributes a concept of
management and personal responsibility objectives (see Attachment 1).
After discussion, the Committee resolves to recommend to the Board of Directors accepting the agreement in
concept and mandating the Bureau of the Board to finalize and execute the agreement.
The Managing Director-CEO is invited to join the meeting again.”
Decision of the Board of Directors of 25 January 2006 (extract)
“The Board of Directors takes duly note of the fact that Ashley W. Abdo tendered today his resignation as member
of the Appointment & Remuneration Committee. Furthermore, Ashley W. Abdo tenders his resignation as a board
                                                                                ¨
member, taking into account the appointment of Gores Technology Limited, Kusnacht Branch, with himself as
permanent representative, as Managing Director-CEO.
The Appointment & Remuneration Committee reports on the draft agreement that it reviewed today.
The Managing Director-CEO informs the Board of a potential conflict of interest further to Article 523 Company
Law and, consequently, will inform the statutory auditor.
The Chairman explains the recommendation of MBO’s. The Chairman proposes to approve the draft management
agreement in concept based on the MBO plan presented and approved today. The Board Bureau, with the assistance
of JPD Consult BVBA (the Managing Director-CEO being excused given his potential conflict of interest) will
finalize the agreement in the coming weeks with the input of the other directors.
The Board of Directors resolves to approve the agreement and mandates the Board Bureau to finalize the document
and mandates two directors to execute the final agreement.
•   Art. 524 — Conversion of the G1-convertible bond and debt to equity; conversion of senior secured note
In its meeting of July 18, 2006, the Board decided tot assemble the committee of independent directors in order to
give advice in accordance with article 524 Belgian Company Code with respect to the potential conflict of interest of
its reference shareholder, Real Holdings LLC, with regard to a conversion to equity of the outstanding debt of Real
vis-à-vis Real’s reference shareholder (i.e. 44.8 million Euro credit facility and 15 million Euro convertible bond).
Given the relationship between the reference shareholder and Real, article 524 of the Belgian Company Code was
applicable and the board of directors has submitted the following matters to the committee of independent directors
consisting of three independent directors (Viscount Etienne Davignon; JPD Consult BVBA and DR Associates
BVBA) and one independent expert (Degroof Corporate Finance NV):
     a)     whether the decision to agree repaying in cash the accrued but unpaid interest on the convertible bond, as
            soon as the financial situation of Real reasonably allows such payment as will be determined at the sole
            discretion of the board of directors of Real, is to be considered detrimental to Real and/or unjust in the
            framework of Real’s policy;
     b)     whether the decision (i) to waive the extension of the remission date and (ii) to accept conversion of the
            senior credit facility in the amount of 44.8 million Euro (interest excluded), valued at 100% of its
            nominal value, is to be considered as detrimental to Real and/or unjust in the framework of Real’s policy.

                                                         128
Decision of the Board of Directors of January 25, 2006 (extract)

   “1)         Together with the independent expert, the committee reviewed all relevant facts. In particular the
               conditions of the proposed debt conversions described in the independent expert’s advice were
               examined and balanced against the company’s interest.

     2)        The committee reviewed (i) the proposal of conversion by contribution by the reference shareholder in
               the company’s share capital of the G-1 Convertible Bond and of the 44.8 million Euro Senior Secured
               Note and (ii) the proposed subscription of a 14 million Euro loan with Credit Suisse.

     3)        The committee is of the opinion that the proposed decisions of the board of directors in the framework of
               said global debt restructuring that were submitted to this committee are not detrimental to the company
               or unjust in the light of its policy.

     4)        Therefore, the committee advises that the company should proceed with full conversion by contribution
               of the outstanding debts vis-à-vis the reference shareholder including the waiver of the 50% remission as
               defined in article 6 of the Senior Secured Note and that the company should pay in cash the
               G-1 Convertible Bond interest as soon as the financial situation of Real NV reasonably allows such
               payment, as will be determined unanimously at the discretion of the board of directors.”


Decision of the Board of Directors of July 31, 2006 (extract)

“The Board of Directors refers to the comments by the chairman of the committee of independent directors as
discussed above and notes that the committee of independent directors advices positively on the issue of the
conditions for debt to equity conversion of the Senior Secured Note.

After a discussion regarding the terms and conditions of the conversion of the principal amount of the Senior
Secured Note, the members of the board decide that it is in the Company’s interest to proceed with the conversion as
described in the term sheet that is submitted to the board, including leaving the accrued interest outstanding as
ordinary debt vis-à-vis The Gores Group, Ltd.

The Board of Directors resolves to approve the term sheet for debt to equity conversion of the principal amount of
the Senior Secured Note and mandates the Managing Director to execute said term sheet.”


Full report from Real’s auditor dated February 26, 2007

“As auditors of Real NV, we are in accordance with article 524 Companies Code requested to give our opinion upon
the fairness of the financial information included in the joint report of the Committee of Independent Directors and
the minutes of the Board of Directors meeting. Our opinion is attached to the minutes of the Board of Directors
meeting and published in the annual report.

Given the relationship between the reference shareholder and Real, article 524 of the Belgian Company Code was
applicable and the board of directors has submitted the following matters to the committee of independent
directors:

   1      Whether the decision to agree repaying in cash the accrued but unpaid interest on the convertible bond, as
          soon as the financial situation of Real reasonably allows such payment as will be determined at the sole
          discretion of the board of directors of Real, is to be considered detrimental to the Company and/or unjust in
          the framework of the Company’s policy;

   2      Whether the decision (i) to waive the extension of the remission date and (ii) to accept conversion of the
          senior credit facility in the amount of 44.8 M EUR (interest excluded), valued at 100% of its nominal value,
          is to be considered as detrimental to the Company and/or unjust in the framework of the Company’s policy.

We have analysed the following documents:

          a)     the report of the independent expert appointed by the Committee (Degroof Corporate Finance)

          b)     the joint report of the Committee of Independent Directors of 31 July 2006.

          c)     the minutes of Board of Directors meetings held 31 July 2006.

                                                           129
Committee’s decision of 31 July 2006 (extract)
“The committee of independent directors, relying on the advice of the independent expert and the advice of
company’s management (summarized in the advice) comes in its advice to the decision that:
The committee is of the opinion that the proposed decisions of the board of directors in the framework of said global
debt restructuring that were submitted to this committee are not detrimental to the company or unjust in the light of
its policy.
Therefore, the committee advises that the company should proceed with full conversion by contribution of the
outstanding debts vis-à-vis the reference shareholder including the waiver of the 50% remission as defined in article
6 of the Senior Secured Note and that the company should pay in cash the G-1 Convertible Bond interest as soon as
the financial situation of Real NV reasonably allows such payment, as will be determined unanimously at the
discretion of the board of directors.
Based on this advice, the Board of Directors decided during the meeting of 31 July 2006 to accept the proposal.”

Decision of the Board of Directors of 31 July 2006 (extract)
The Board of Directors refers to the comments by the chairman of the committee of independent directors as
discussed above and notes that the committee of independent directors advises positively on the issue of the
conditions for debt to equity conversion of the Senior Secured Note.
After a discussion regarding the terms and conditions of the conversion of the principal amount of the Senior
Secured Note, the members of the board decide that it is in the Company’s interest to proceed with the conversion as
described in the term sheet that is submitted to the board, including leaving the accrued interest outstanding as
ordinary debt vis-à-vis The Gores Group, Ltd.
The Board of Directors resolves to approve the term sheet for debt to equity conversion of the principal amount of
the Senior Secured Note and mandates the Managing Director to execute said term sheet.
Article 524 Companies Code requires the auditor to give his opinion regarding the fairness of the financial
information stated in the joint report of the Independent Directors’ Committee and the Independent Expert and in
the minutes of the Board of Directors. The purpose of the auditor’s involvement is to ensure that the joint report of
the Independent Directors’ Committee and the Independent Expert and the minutes of the Board of Directors are
based upon reliable information, and, if necessary, to caution the shareholders if the reliability cannot be
guaranteed (ERNST, Ph., en YOUNES, N., “Groepsinterne belangenconflicten in de Wet Corporate Gover-
nance-een eerste commentaar op het nieuwe artikel 524 W.Venn.”, in BYTTEBIER, K.; FRANCOIS, A., en
DELVOIE, J. (ed.), De Wet Corporate Governance ont(k)leed, Mechelen, Uitgeverij Kluwer, 2004, p. 223.).
The legislator did not lay down that the Independent Auditor submits an opinion on the expediency of the
transaction, which would be tantamount to interference in governance. Nor is he asked to assess the general
observance of the procedures since the Board of Directors should explicate this matter in its minutes at its own
responsibility (Article 524, § 3 Companies Code).
The Independent Auditor’s mission is limited to the certification of the “reliability of the data” comprised in the
opinion on the basis of which the Board of Directors makes a decision. (Source: Belgian Institute of Company
Auditor’s Guide 2005, Part I, Doctrine p. 594: Limited role of the Independent Auditor in procedures concerning
conflicts of interests)
The procedures performed are summarized as follows:
a)    We obtained the report of the committee of the three independent directors and compared the information
      with the report of the independent expert
b)    We obtained the minutes of the Board of Directors meeting and compared the conclusion with the conclusion
      included in the report of the committee of the three independent directors.
On the basis of the above procedures, we report the following:
a)    the information included in the report of the Committee of the three independent directors corresponds with
      the information included in the report of the independent expert
b)    the conclusion included in the minutes of the Board of directors meeting corresponds with the conclusion in
      the report of the Committee of three independent directors

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c)    that as thus the data stated in the committee’s opinion and in the Board of Directors’ minutes are reliable; this
      does not, however, imply that we evaluated the expediency of the committee’s opinion and the Board of
      Directors’ decision, nor that we express an opinion on the report of the independent expert.
Our report is solely for the purpose set forth in the first paragraph of this report and for your information and is not
to be used for any other purpose. This report relates only to the reports and items specified above and does not
extend to any other reports or information.
26 February 2007
The Statutory Auditor
DELOITTE Bedrijfsrevisoren
BV o.v.v.e. CVBA
Represented by William Blomme”
With the exception of the foregoing, there are no other related party transactions or cases of conflict of interest in
2007.

5.9.9 Relations with Significant Shareholders
Real is presently, indirectly, owned and controlled by Gores Technology Group, LLC through its affiliated company
Real Holdings LLC. Gores Technology Group, LLC became the company’s (indirect) majority shareholder
following a capital injection on April 6, 2004.
In the event a company has one or more controlling shareholders(s), the Code Lippens provides that the board of
directors should endeavor to have the controlling shareholders make a considered use of their position and respect
the rights and interests of minority shareholders. Furthermore, the Code Lippens also provides that, in summary,
there should be a rigorous and transparent procedure for an efficient appointment and re-election of directors and
that nomination and selection criteria should exist. Real has complied with the principles and guidelines of the Code
Lippens. For more information, reference is made to Section 5.9.1.
Apart from, or co-existing with the principles and guidelines set forth in the Code Lippens, Belgian corporate law
also provides for specific rules to be followed in order to ensure that the existence of a controlling position of a
shareholder cannot be abused.
For instance, the board of directors is under the legal obligation to comply with the rules and procedures set forth in
Article 523 of the Belgian Company Code relating to the situation whereby a director would have a direct or indirect
interest of a financial nature that conflicts with a decision or transaction which falls within the authorities of the
board of directors. Furthermore, Article 524 of the Belgian Company Code also provides for rules and procedures to
be complied with in the event decisions are to be made or actions to be taken with regard to affiliated companies. See
also Section 5.9.8 above.
Following the acquisition of control over the company by The Gores Group in April 2004, and because of the
substantial investments associated with acquiring control of the company and the associated risk, eight directors
associated with The Gores Group were nominated director of the company, as a consequence of which the number
of directors increased then from seven to fifteen. On September 24, 2004, the total number of directors was reduced
from fifteen to nine: the number of directors representing the majority shareholder (Real Holdings LLC, an affiliate
of The Gores Group) with a transitional mandate was reduced from eight to five, a new managing director was
appointed and the number of independent and other directors was proportionately reduced from six to three.
Following a number of resignations and appointments, as further set forth in Section 5.9.2, Real’s board of directors
is currently composed of eight directors, of which three are independent directors. Consequently, the composition of
the company’s board of directors is in compliance with the Code Lippens (as further set forth in Section 5.9.2.
Furthermore, in accordance with Article 524 of the Belgian Company Code and the broadest possible definition of
the principles of corporate governance, the independent directors are entirely independent.
The Gores Group has two primary relationships with Real. One, as a provider of consulting and management
services, the other, as a financial partner participating in the debt structure of Real.
As a provider of consulting and management services The Gores Group has two specific, arms-length agreements
with Real. One agreement is a consulting agreement implemented in 2004 for The Gores Group to provide
consulting resources to assist Real with its turn-around and on-going support of operations. This agreement is
invoiced on a time and materials basis at “market rates” for services. The costs for these services have been
significantly declining as Real has completed its turn-around. These fees have been accrued and paid. The

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outstanding balance as of March 31, 2007 was 2,640,000 Euro including the first quarter 2007 fees of 150,000 Euro.
The other services agreement is a management services agreement for the services of the managing director and
CEO, Mr. Ashley W. Abdo. This agreement is paid monthly and referred to here above under Section.5.9.5.

5.10 Public Takeover Bids
Public takeover bids on Real’s shares and other voting securities (such as warrants or convertible bonds, if any) are
subject to the supervision by the CBFA. Public takeover bids must be made for all of Real’s voting securities, as well
as for all other securities that entitle the holders thereof to the subscription to, the acquisition of or the conversion in
new voting securities. Prior to making a bid, a bidder must issue and disseminate a prospectus, which must be
approved by the CBFA. The bidder must also obtain approval of the relevant competition authorities, where such
approval is legally required for the acquisition of Real.
In addition, as soon as a person or group of persons acting in concert, holding more than 30% of the voting securities
issued by Real (would whether through an acquisition or a subscription etc.) be holding more than 30% of the voting
right bearing securities, the outstanding voting rights bearing or voting rights conferring securities of Real will in
accordance with Article 5 of the Takeover Bid become subject to a takeover bid, at price compliant with the
provisions in the Takeover Act and the Takeover Decree.
In addition, there are several provisions of Belgian company law and certain other provisions of Belgian law, such as
the obligation to disclose important shareholdings (see under Section 5.8) and merger control, that may apply to
Real and which may make an unfriendly tender offer, merger, change in management or other change in control,
more difficult. These provisions could discourage potential takeover attempts that other shareholders may consider
to be in their best interest and could adversely affect the market price of the company’s shares. These provisions may
also have the effect of depriving the shareholders of the opportunity to sell their shares at a premium.
Normally, the authorization of the board of directors to increase the share capital of the company through
contributions in cash with cancellation or limitation of the preferential right of the existing shareholders is
suspended as of the notification to the company by the CBFA of a public takeover bid on the securities of the
company. The general shareholders’ meeting can, however, authorize the board of directors to increase the share
capital by issuing shares in an amount of not more than 10% of the existing shares of the company at the time of such
a public takeover bid. Such authorization has been granted to the board of directors of the company by decision of
the general shareholders’ meeting on October 2, 2007. (See Section 5.4.4)

5.11 Squeeze-out
Pursuant to Article 513 of the Belgian Company Code, or the regulations promulgated thereunder, a person, acting
alone or in concert, who owns 95% of the securities conferring voting power in a public company, can acquire all the
securities conferring voting rights and all the securities that entitle the holders thereof to the subscription to, the
acquisition of, or the conversion into new voting rights conferring securities issued by the company, under a
squeeze-out offer. Under such squeeze-out offer, any shares that are not voluntarily tendered under such offer are
deemed to be automatically transferred to the bidder at the end of the squeeze-out procedure. At the end of the offer,
the company is no longer deemed a public company, unless bonds issued by the company are still spread among the
public. The consideration for the securities must be in cash and must represent the fair value as to safeguard the
interests of the transferring shareholders.
A simplified squeeze-out procedure is applicable, if following a voluntary public takeover (for cash, shares or a
mixed consideration) or reopening the bidder owns at least 95% of the capital with voting rights and 95% of the
securities with voting right. The bidder may ask all other security holders to hand over their securities against the
offer price under the condition that the bidder, upon acceptance of the offer, has acquired securities that represent at
least 90% of the capital with voting rights which were envisaged by the offer. In that case, the bidder reopens its
offer within three months after the Acceptance Period of the offer at the same conditions for at least fifteen days.
The securities that have not been offered within the Acceptance Period are deemed to be automatically transferred
to the bidder.

5.12 Sell-out
Under Belgian securities law, if following a voluntary public takeover or the reopening a bidder owns at least 95% of
the voting right’s capital and 95% of the securities with voting right, each security holder has the right to make the
bidder take over its securities against the offer price under the condition that the bidder, upon acceptance of the
offer, has acquired securities that represent at least 90% of the capital with voting rights which were envisaged by
the offer.

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The security holder has to inform the bidder within three months by registered letter. The bidder informs the CBFA
of such requests, the purchases and the price.

5.13 Financial Information
5.13.1 Financial Statements Covered
This section provides the audited historical consolidated financial information of Real covering the latest three
financial years, i.e. on the one hand, the financial information for the year ending on December 31, 2007 and on the
other hand, the financial statements as of December 31, 2006 and December 31, 2005 for the years then ending. Said
financial information and these financial statements have respectively been authorized for issue by the board of
directors of Real (i) on February 11, 2008, for the condensed balance sheet and income statement for the year ending
on December 31, 2007, (ii) on February 22, 2007 for the financial statements relating to the year-end December 31,
2006 and (iii) on February 24, 2006, for the financial statements relating to the year-end December 31, 2005.
The financial statements relating to the year-end December 31, 2006 and December 31, 2005 have been prepared in
accordance with the International Financial Reporting Standards (IFRS).
The financial statements for the years ending on December 31, 2006, December 31, 2005 and December 31, 2004
are incorporated by reference in this Prospectus and are available in the form in which they have been deposited
with the Belgian National Bank (free of charge) at www.nbb.be (“Central Balance Sheet Office”) and at
www.realoftwaregroup.com.
A copy of the condensed balance sheet and income statement as per December 31, 2007, as approved by Real’s
board of directors on February 11, 2008 and in the form published by Real in its press release of February 13, 2008,
is attached to this Prospectus as Exhibit 2 (and also available at www.realsoftwaregroup.com).

5.13.2 Consolidated Income Statement
                                                                                                   12/31/2007(5)   12/31/2006(2,3)   12/31/2005(1)
thousand Euro
CONTINUING OPERATIONS
Operating Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          92,624           91,448           103,804
Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     91,973           90,741           102,672
Other operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                651              707             1,132
Operating Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (89,976)         (87,495)         (102,554)
Purchases of goods for resale, new materials and consumables . . . . .                               (5,635)          (6,920)           (8,394)
Services and other goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            (27,403)         (25,657)          (31,280)
Employee benefits expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             (55,260)         (54,506)          (61,448)
Depreciation and amortization expense . . . . . . . . . . . . . . . . . . . . . .                      (844)            (594)             (928)
Provisions and allowances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                523              513               639
Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               (357)            (331)           (1,142)
OPERATING RESULT BEFORE NON-RECURRING(4) . . . . . . . . .                                            3,648            3,952             1,250
Non-recurring revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              512              345             1,184
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             187              251            (4,744)
Impairment loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             0               —                 (1)
Other non-recurring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                (241)             (19)              311
OPERATING RESULT (EBIT) . . . . . . . . . . . . . . . . . . . . . . . . . . . .                       4,107            4,529            (1,999)
Share of profit of associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                —                —                (21)
Investments revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               —                —                 —
Financial income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            871               94                84
Financial charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (6,000)          (5,707)           (5,510)
Profit (Loss) before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . .                (1,022)          (1,084)           (7,445)
Income taxes(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       4,777           (1,023)             (681)
Profit (Loss) for the year from continuing Operations . . . . . . . . . . .                           3,755           (2,107)           (8,126)




                                                                           133
                                                                                                   12/31/2007(5)   12/31/2006(2,3)   12/31/2005(1)
thousand Euro
Discontinued Operations Profit for the year from discontinued
  operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3,607            4,418           (1,992)
Profit (Loss) for the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            7,361            2,311          (10,118)
Attributable to:
Equity holders of the parent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               7,361            2,311          (10,180)
Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           —                                 62
EPS basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        0.026            0.011           (0.005)
EPS basic continued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              0.013            0.000           (0.044)
EPS basic discontinued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               0.013            0.011           (0.011)
EPS diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        0.024            0.011           (0.005)
EPS diluted continued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                0.016            0.000           (0.044)

(1)    Restated under IFRS 5 discontinued operations due to the divestiture of the retail “point of sale” division.
(2)    Pro forma to classify the non-recurring revenues previously booked as “gain on disposal of Stork 2,116 thousand Euro”, as discontinued
       result.
(3)    Included the non-recurring financial charges of 1,294 thousand Euro relating to the accelerated transactions and penalty cost due to
       anticipated payment under the Credit Suisse Facility and includes 3.1 million Euro of interest on the convertible bond of which 1.8 million
       Euro represents (non cash) amortization of the equity component.
(4)    Non-recurring income or charges are related to sale/acquisitions of businesses or participations and one time adjustments related to prior
       periods.
(5)    Income taxes 2007 include 6.0 million Euro of deferred tax income recognized based on the 270.5 million Euro of unused tax losses, as
       per December 2006.

Supply Chain Software NV
Begin October 2007 Real has bought from DuPont its 40% interest in Supply Chain Software NV. This allows Real
as sole owner of Supply Chain Software NV to integrate the business and add supply chain management to its
business applications portfolio. The remaining 40% of shares were acquired for 1 Euro. After the IFRS 3 fair value
analysis (no fair value adjustments had to be recorded) the acquired additional 40% of the IFRS consolidated
reserves as of September 30, 2007 resulted in a badwill of 0.3 million Euro which is included in non recurring
revenue in December 2007. Said badwill is attributable to the assumption by Real of the employment-related
liabilities of Supply Chain Software NV. This acquisition has increased turnover by 0.5 million Euro and operating
result before non-recurring by 0.1 million Euro in December 2007.

Axias NV
On July 3, 2007, Axias NV, a Belgian IT services company, specialized in projects around customer relationship
management, business intelligence and enterprise resource planning was acquired. Axias NV has an annual
turnover of approximately 5 million Euro, employs 50 associates and fits well with the strategy of Real given its
focus on three of Real’s strategic solutions, its established reputation on the Belgian market and skills of its people
and managers. This acquisition has added in the second half of 2007, 2.9 million Euro of turnover and 0.4 million
Euro of operating result before non-recurring.




                                                                           134
5.13.3 Consolidated Balance Sheet

                                                                                                             12/31/2007   12/31/2006   12/31/2005
thousand Euro
Non-current Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           37,565        32,603       35,284
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    33,094        28,357       28,355
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          550           263          107
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                3,773         3,637        6,399
Investments in associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               —             50           65
Deferred tax assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           148           296          357
Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        91,271        41,062       42,026
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        —             —           608
Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             33,204        32,751       37,555
Assets classified as held for trading(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . .               9,992            —            —
Cash and cash equivalents(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            48,076         8,311        3,863
Non-current Assets as held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . .                       —          5,740           —
Total Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            91,271        46,802       42,026
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             128,837        79,405       77,310
Shareholder’s Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            33,024        10,461      (53,266)
Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     17,808        17,574       11,527
Share premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         14,007       475,325      419,957
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          1,209      (482,438)    (484,750)
Equity attributable to equity holders of the parent . . . . . . . . . . . . . . . .                           33,024        10,461      (53,266)
Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           —             —           317
TOTAL EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              33,024        10,461      (52,949)
Non-Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             61,351        17,715       60,697
Convertible loan notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          55,552            —        15,000
Obligations under finance lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                2,547         2,794        3,039
Bank loans and Other Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    1,844        13,240       39,461
Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               —             —            —
Retirement benefit obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 445           326          475
Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       963         1,355        2,721
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            —             —            —
Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         34,386        47,871       69,562
Convertible loan notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              —             —            —
Obligations under finance lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  246           224          211
Bank overdrafts and loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              7,073         5,474       15,922
Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            26,544        40,101       47,030
Current income tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               322           117          233
Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       200         1,955        6,017
Derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  —             —           150
Liabilities directly associated with non-current assets
Classified . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        76         3,358           —
Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             34,462        51,229       69,562
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 95,813        68,944      130,259
TOTAL EQUITY AND LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . .                             128,837        79,405       77,310

(1)   Represents SICAV’s.
(2)   2007 cash and equivalents includes 41.0 million Euro of restricted cash for the Dolmen acquisition.



Axias NV

On July 3, 2007, Real acquired Axias NV, a Belgian IT services company, specialized in projects around customer
relationship management, business intelligence and enterprise resource planning. The purchase price is fully
payable in Real shares for a maximum price of 5.15 million Euro. Thirty-four percent (34%) of the price is paid on
closing and the remaining sixty-six percent (66%) of the purchase price is subject to performance. The equity of
Axias NV as per June 30, 2007, amounted to 0.4 million Euro. This has resulted in goodwill of 4.6 million Euro, a
capital increase of 1.7 million Euro from the issuance of new shares and 3.4 million of additional debt to the
shareholders of Axias NV.

                                                                            135
5.13.4 Management Discussion and Analysis
Year-end December 31, 2007
     INCOME   STATEMENT

     •   Operating revenue

Turnover
The Real Group’s turnover amounted to 92.0 million Euro in December 2007, which is an increase of 1.4%
compared to December 2006. This higher turnover results from the acquisition of Axias NV in July 2007, which has
contributed 2.9 million Euro of turnover in the second half of 2007.
     •   Costs

Goods for resale, new materials and consumables
Purchases of goods dropped by 18.6% (compared to 2006); this is attributable to the lower turnover in hardware pass
through business in Luxemburg. This business activity is rather stable but depends from timing of big IT hardware
pass through deals.

Services and other goods
Services and other goods increased by 6.8% from 25,7 million Euro in December 2006 to 27.4 million Euro in
December 2007. This is mainly because of higher use of subcontractors mainly in Real’s international business

Employee benefits expense
Employee benefits expense increased by 1.5%, from 54.5 million Euro in December 2006 to 55.3 million Euro in
December 2007. The increase in employee benefits in 2007 is because of the stock option plan granted to executive
management In 2007 for which we have recorded 0.7 million Euro of employee benefits under IFRS 2 (the Warrants
2007, see Section 5.5.5). Employee benefits expense, before accounting for the stock option plan, drop from 60% of
turnover in 2006 to 59.4% of turnover in 2007. This is mainly because of higher dependence on subcontractors.
     •   Operating result before non-recurring items
Operating result before non-recurring items drops by 0.4 million Euro, from 4.0 million Euro in December 2006 to
3.6 million Euro in December 2007. This is mainly because of the 0.7 million Euro additional exceptional cost
incurred in connection with the stock option plan granted to executive management in July 2007 (the Warrants
2007, see Section 5.5.5). Before the additional cost of the stock option plan the operating result before non-
recurring amounts to 4.3 million Euro, which is 0.3 million Euro better than last year. The percentage of EBIT
before non-recurring items to total operating revenue, after correction for the cost of the stock option plan, improved
from 4.4% in December 2006 to 4.7% in December 2007. The better performance results from the reduction in costs
and overhead.

Non-recurring result
Non-recurring result amounts to 0.5 million Euro in December 2007 which is 0.1 million Euro below December
2006. The non-recurring result in December 2007 includes the badwill recorded on the acquisition of the remaining
stake in Supply Chain Services NV (for 0.3 million Euro) and the release of restructuring provisions (0.2 million
Euro) after completion of the turnaround of Real in Belgium.
     •   Operating result from continuing operations
The operating result reduced from 4.5 million Euro in December 2006 (upon reclassification due to the divestiture
of the StorkReal joint venture) to 4.1 million Euro in December 2007. This reduction is because of the 0.7 million
Euro employee benefits recorded for the stock option plan granted to executive management in July 2007. Before
this non cash charge the operating result in December 2007 amounts to 4.8 million Euro or 5.2% of turnover
compared to 5% in December 2006.

Net financial charges
The net financial cost decreased from 5.6 million Euro in December 2006 to 5.1 million Euro in December 2007.
Financial income has increased from 0.1 million Euro in December 2006 to 0.9 million Euro in December 2007
because of the interest on the cash position generated after the issuance of the convertible bond in July 2007 (see

                                                         136
item Convertible Bonds 2007, below). The financial charges in December 2007 include 1.3 million Euro of
exceptional financial charges recorded for the repayment of the remaining Credit Suisse loan in July 2007 and
3.1 million Euro of interest recorded for the convertible bond in application of IAS 32. The 3.1 million Euro interest
on the convertible bond includes 1.3 million of non cash interest and a write-off on deferred financing fees.

     •   Profit before income taxes from continuing operations

The loss before income taxes amounts to 1.0 million Euro compared to a loss of 1.1 million Euro in December 2006
(upon reclassification due to the divestiture of the StorkReal joint venture). This is an improvement of 0.1 million
Euro despite the 0.7 million of additional cost recorded for the stock option plan granted to executive management
in July 2007 (the Warrants 2007, see Section 5.5.5).


Income taxes

Income taxes reduced, from 1.0 million Euro in December 2006 to a 4.8 million Euro net income tax income in
December 2007. The income tax in December 2007 includes 6.0 million Euro net deferred income tax income to
recognize a deferred tax asset for the same amount based on the 270.5 million of unused tax losses, as per December
2006. The amount of the recognized deferred tax asset is limited to the amount of the deferred tax liability that has
been recognized based on temporary differences that arose by the recognition of the 18.7 million Euro of equity
component at the issuance of the 75.0 million Euro convertible bond in July 2007(see item Convertible Bonds 2007,
below). Before recognition of this deferred tax asset, the current income taxes amount to 1.2 million Euro which is
0.2 million Euro higher than December 2006. This is due to the current income taxes payable in Axias NV, acquired
in July 2007 and the reduction of the tax asset based on the release of restructuring provisions at the level of Real
Software NV.

     •   Profit for the year of discontinued operations

Profit for discontinued operations dropped by 0.8 million Euro, from 4.4 million Euro profit in December 2006
(upon reclassification due to the divestiture of the StorkReal joint venture) to 3.6 million Euro profit in December
2007. The 3.6 million Euro profit for discontinued operations in the first half of 2007 includes the gain on the
divestiture on Real’s retail “point of sale” division in January 2007 and the release of 0.3 million Euro restructuring
charges on retail facilities. The December 2006 results for discontinued operations include 2.1 million Euro for the
divestiture of the StorkReal joint venture and 2.3 million Euro of operational results for the discontinued retail
“point of sale” division.

     •   Profit for the year

Profit for the year increased by 5.1 million Euro, from a profit of 2.3 million Euro in December 2006 to a profit of
7.4 million Euro in December 2007.


     BALANCE   SHEET


     •   Non-current assets

Non-current assets amounted to 37.6 million Euro at the end of December 2007, which is an increase by 5.0 million
compared to December 2006. The increase is attributable to the 4.7 million Euro of goodwill recognized on the
acquisition of Axias NV in 2007 and an increase in “intangible assets & property, plant and equipment” by
0.5 million Euro attributable to increased investments in 2007 (for 1.2 million Euro). On the other hand deferred tax
assets are reduced with 0.1 million Euro because of the release of not used restructuring provisions in December
2007.

     •   Current assets

In 2007, current assets increased by 50.2 million Euro, from 41.1 million Euro in December 2006 to 91.3 million
Euro in December 2007. Trade and other receivables have increased by 1.3 million Euro or 4.0 % as a result of 5.5%
higher revenues in the second half of 2007 compared to the second half in 2006. Cash and cash equivalents has
increased with 48.9 million Euro. In July 2007 a convertible bond of 75.0 million was issued at very favorable terms
(see item Convertible Bonds 2007, below). The net proceeds of this bond after deduction of fees amounted to
71.6 million Euro. These proceeds were used to repay outstanding bank debt to Credit Suisse and long-term
outstanding payables as well as debt to Real’s reference shareholder, leaving 49.2 million Euro of net proceeds to
fund internal and external growth.

                                                          137
      •   Non-current assets held for sale
In December 2006, 5.7 million Euro of assets were reclassified as “non-current assets held for sale” because of the
divestiture of the retail “point-of-sale” division in January 2007.
      •   Shareholder equity
Shareholder equity increased by 22.5 million Euros, from 10.5 million Euro in December 2006 to 33.0 million Euro
in December 2007. The acquisition of Axias NV in July 2007 has been settled in shares of which 1/3 is payable on
close of the deal, resulting in a 1.7 million Euro issuance of new shares. The convertible bond raised on July 16,
2007 is treated as a compound financial instrument in application of IAS 32 of which the components are classified
separately as equity and financial liability (see below). As a result, an equity component is recognized of
18.7 million Euro reduced with a corresponding deferred tax liability of 6.0 million Euro. In July 2007 a stock
option plan was granted to the executive management team (see regarding the Warrants 2007, Section 5.5.5). Under
IFRS 2 the underlying stock options are valued as an equity instrument at fair value. Accordingly, in 2007 a non cash
employee benefit of 0.7 million Euro was recorded against equity.
Finally, in December 2007 a net profit of 7.4 million Euro has been recorded.
      •   Non-current liabilities
Non-current liabilities increased by 43.7 million Euro, from 17.7 million Euro in December 2006 to 61.4 million
Euro in December 2007. The 75.0 million Euro convertible bond issued in July 2007 is reduced by 3.0 million of net
deferred transaction costs and an equity component of 18.7 million under IAS 32 and increased by 2.9 million Euro
of interest cost minus 0.6 million of interest that is shown as current “Other debt — accrued interest”, calculated at
an effective interest rate of 12.88% (of which 7.61% is non cash and 5.27% is effective yield) resulting in a
convertible bond debt of 55.6 million Euro.
Bank loans and other borrowings are reduced by 11.4 million Euro, from 13.2 million Euro in December 2006 to
1.8 million Euro in December 2007.
This mainly results from the repayment of debt to Credit Suisse (12.8 million Euro net debt relating to the Credit
Suisse Facility) and Real’s reference shareholder (0.7 million Euro) with the proceeds of the convertible bond partly
offset with the creation of 1.7 million Euro of long term debt for the acquisition of Axias NV.
Provisions for restructuring and litigations are reduced with 0.4 million Euro mainly due to the release of not used
restructuring provisions.
      •   Current liabilities
Current liabilities dropped by 13.5 million Euro, from 47.9 million Euro in December 2006 to 34.4 million Euro in
December 2007. This is mainly because of the repayment of the long outstanding fees and interests to Real’s
reference shareholder with the proceeds of the convertible bond raised in July 2007.
      •   Non-current liabilities held for sale
At the end of December 2006, 3.4 million Euro of liabilities were reclassified to non-current liabilities held for sale
because of the divestiture of the retail “point-of-sale” division in January 2007.

Convertible Bonds 2007(67)
On July 16, 2007 the successful placement of 75.0 million Euro senior unsecured convertible bonds due on 2012
was announced by the Real Group. The bonds bear interest of 2% per annum payable semi- annually and unless
previously converted can be redeemed on July 16, 2012 at 118.44% of their principal amount. The bondholders have
the right to convert their note into fully paid shares at 0.556 Euro subject to adjustment mechanisms in accordance
with terms and conditions of this bond. The estimated net proceeds of the bond, after deduction of estimated
transaction fees were approximately 71.6 million Euro. These proceeds were used to repay outstanding bank debts
(Credit Suisse Facility) and outstanding payables and debts to the reference shareholder, leaving 49.2 million Euro
of net proceeds to fund internal and external growth.
In application of IAS 32 Real evaluated the terms of the notes to determine whether they contain both a liability and
an equity component. Such instrument is a compound financial instrument, of which the components are classified
separately as equity and financial liability. IAS 32 requires that the equity component should be calculated as the
residual amount after deducting from the fair value of the instrument as a whole the amount separately determined

(67) See for more information in respect of the transactional details regarding these Convertible Bonds 2007, Section 5.6.3.

                                                                  138
for the liability component. The difference between the initial carrying value and the redemption amount will be
amortized over the period of the bond which results in an effective interest rate of 12.88%.
The projected interest charge, including amortization of amounts booked to the share premium account at the time
the bond was issued, that will be booked through the profit and loss account of the company is as follows:

                                                                                                  Charge to profit and         Balance of loan at
                                                                                                     loss account                   period
                                                                                                                  thousand Euro
Six months     ended . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12/31/2007               3.116                     56.118
Year ended      ..................................                               12/31/2008               7.320                     61.938
Year ended      ..................................                               12/31/2009               8.093                     68.532
Year ended      ..................................                               12/31/2010               8.970                     76.002
Year ended      ..................................                               12/31/2011               9.963                     84.464
Year ended      ..................................                               12/31/2012               5.866                     88.830
                                                                                      Total              43.327

Stock option plan — Warrants 2007
On July 3, 2007 it was announced that a stock option plan was granted to the senior management team of Real, the
so-called Warrants 2007 (see on the applicable terms and the other features of said warrant plan, Section 5.5.5). The
board of directors approved the issuance of 14,440,000 Warrants 2007, which are each entitled to one share at an
exercise price of 0.47 Euro. The Warrants 2007 have a term of five years and shall vest in three installments of one-
third each on the date of the grant and on the first and second anniversary of the date of grant.
According to IFRS 2 share based compensation is valued as equity instrument at fair value at the grant date (i.e. the
moment of acceptance of said Warrants 2007, being September 13, 2007) and charged as employee benefit over the
vesting period. Based on the vesting scheme 1⁄3 is vested immediately, 1⁄3 vested over 12 months and 1⁄3 vested over
24 months provided beneficiary is still employed. To determine fair value of the stock option plan the Black &
Scholes method is used based on a strike price of 0.47 Euro, a volatility of the share of 30%, a 4.2% risk free interest
rate and exercise period of five years from date of issuance. This has resulted in fair values of 0.112 Euro for
immediate vesting, 0.095 Euro for vesting over one year and 0.076 Euro for vesting over two years. We have
estimated that 50% of options will not vest after one year for calculation of employee benefit expense during vesting
period. Because of the spreading of the estimated fair value as employee expense over the vesting period, the lower
fair value for delayed vesting and the higher probability of not vesting in the future the profit and loss impact
declines over the future years.
The projected impact on the profit and loss account of the Real Group of the granting of the stock option plan has
been estimated as follows:

                                                                                                              2007      2008       2009      Total
                                                                                                                        thousand Euro
Estimated profit and loss impact . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    699       206        46        951

Year-end December 31, 2006
      INCOME    STATEMENT

      •    Operating revenue

Turnover
The Real Group’s turnover in 2006 was 90.7 million Euro, a decrease of 12% compared to 2005 of which 2.8% is the
result of the divestiture of Real’s 50% participation in StorkReal that took place in the beginning of 2006 and of
which 9.2% reflects the continued rationalization of the business that took place in 2005 year and through the first
half of 2006. Turnover in the products segment was 3.9% below 2005, which is considerably better than the 10.9%
decline experienced in the first half of 2006, despite the rationalization of the product portfolio that has taken place
in 2005. Services are 10.9%(68) below 2005, in line with decline reported in the first half of 2006, reflecting
rationalization that has taken place and difficulties to recruit services professionals in the first half of 2006.

(68) This percentage is based on the 2005 turnover, as adjusted to take into account the divestiture of StorkReal (turnover revenue of 2.9 million
Euro).

                                                                        139
     •   Costs

Goods for resale, new materials and consumables

Purchases of goods dropped by 18.0%, from 8.4 million Euro in 2005 to 6.9 million Euro in 2006. The percentage of
material cost to total operating revenue dropped from 8.1% in 2005 to 7.6% in 2006. Real reduced its purchases of
goods for resale because it does not want to continue low margin hardware business unless it supports Real’s
services that Real delivers to its customers. Therefore Real has stopped its hardware business in Real’s French
operations.

Services and other goods

Services and other goods dropped by 17.9%, from 31.3 million Euro in 2005 to 25.7 million Euro in 2006. The
percentage of services and other goods to total operating revenue dropped from 30.1% in 2005 to 28.1% in 2006.
Real continues to reduce its cost by better procurement and cost savings programs.

Employee benefits expense

Employee benefits expense dropped by 11.2%, from 61.4 million Euro in 2005 to 54.5 million Euro in 2006. The
percentage of employee benefits expense to total operating revenue increased from 59.2% in 2005 to 59.6% in 2006.
Real has reduced overhead expenses over the last two years which has kept the salary cost as a percentage of total
operating revenue relatively stable.

     •   Operating result before non-recurring items

Operating result before non-recurring items increased by 2.7 million Euro, from 1.3 million Euro in 2005 to
4.0 million Euro in 2006. The percentage of EBIT before non-recurring items to total operating revenue improved
from 1.2% in 2005 to 4.3% in 2006. Recurring operating result improved by 2.7 million Euro despite the divestiture
of Real, 50% participation in StorkReal showing a 0.3 million Euro EBIT before non-recurring items in 2005. The
better performance results from the improvement plans that were implemented in 2005 and have been continued
through the first quarter of 2006 resulted in improved operational margins in the products division and lower
corporate overhead.

Non-recurring result

Non-recurring result improved by 6.0 million Euro, from 3.3 million Euro loss in 2005 to 2.7 million Euro profit in
2006. This was mainly due to 1.3 million Euro higher non-recurring revenues and 5.0 million Euro lower
restructuring charges in 2006 compared to 2005 reduced by a provisions release of 0.3 million Euro in 2005 for
settlement of old disputes that did not repeat in 2006. The restructuring plans provided for in 2005 have resulted in
the expected improvements in both corporate overhead and the products divisions. This has allowed Real to release
a major part of Real’s restructuring provisions in 2006. Non-recurring revenues in 2006 included a 2.3 million Euro
benefit due to the divestiture of Real’s interest in StorkReal, compared to a 1.1 million Euro favorable settlement of
debt reported in the first half of 2005.

     •   Operating result from continuing operations

The operating result improved from 2.0 million Euro loss in 2005 to 6.6 million Euro profit in 2006. This improved
result is due to improved recurring operating result of 2.7 million Euro and improved extraordinary result of
6.0 million Euro.

Net financial result

The net financial cost increased from 5.4 million Euro in 2005 to 5.6 million Euro in 2006. The financial charges in
2006 included 1.0 million Euro of exceptional financial charges relating to a bank debt repayment of 6.0 million
Euro in January 2007 following the divestiture of the retail “point-of-sale” division. The 6.0 million Euro bank debt
repayment caused a significant decrease of the outstanding bank debt and financial interests expense.

     •   Profit before income taxes from continuing operations

Profit before income taxes increased by 8.4 million Euro, from a loss of 7.4 million Euro in 2005 to a profit of
1.0 million Euro in 2006. This is entirely due to the improvement of the operating result explained above.

                                                         140
Income taxes
Income taxes increased from 0.7 million Euro in 2005 to 1.0 million Euro in 2006. This is due to the better results in
Real’s foreign affiliates. Real (i.e. Real Software NV), which is also the holding company for the Real Group,
benefits from a tax loss carry forward of 275.8 million Euro that is not limited in time. Therefore, it expects to pay
taxes only on the results of Real’s foreign legal entities and Supply Chain Software NV, which is Real’s Belgian
joint venture (60% participation) with Dupont de Nemours(69).
     •    Profit for the year of discontinued operations
Profit for discontinued operations improved by 4.3 million Euro, from 2.0 million Euro loss in 2005 to 2.3 million
Euro profit in 2006. The divestiture of the retail “point-of-sale” division in January 2007 allowed a release of
1.2 million Euro of restructuring provisions in 2006 compared to 2.0 million Euro built up restructuring provisions
at the end of 2005, totaling an improvement year over year of 3.2 million Euro. The improvement plans that have
been rolled out in the retail “point-of-sale” division resulted in an additional improvement of 1.4 million Euro in
recurring operating result. This has been partly offset with a 0.3 million Euro impairment on the retail
“point-of-sale” division assets in anticipation of the divestiture transaction completed in January 2007.
     •    Profit for the year
Profit for the year increased by 12.4 million Euro, from a loss of 10.1 million Euro in 2005 to a profit of 2.3 million
Euro.
     •    EBITDA before non-recurring items
EBITDA before non-recurring items improved by 2.3 million Euro, from 2.2 million Euro in 2005 to 4.5 million
Euro in 2006. As a percentage of total operating income, EBITDA before non-recurring items improved from 2.1%
in 2005 to 5.0% in 2006.
     •    EBITDA from continuing operations
EBITDA improved from 1.1 million Euro loss in 2005 to 7.2 million Euro profit in 2006. As a percentage of total
operating income EBITDA improved to 7.9% in 2006.

     BALANCE     SHEET

     •    Non-current assets
Non-current assets reduced by 2.7 million Euro, from 35.3 million Euro in 2005 to 32.6 million Euro in 2006. This is
mainly due to 2.4 million Euro property, plant and equipment related to Real’s retail “point-of-sale” division that
was reclassified to non-current assets held for sale on the balance sheet of 2006 because of its divestiture in January
2007.
     •    Current assets
Current assets reduced by 0.9 million Euro, from 42.0 million Euro in 2005 to 41.1 million Euro in 2006. This is due
to 3.3 million Euro inventories and trade and other receivables relating to Real’s retail “point-of-sale” division, due
to the reclassification as non-current assets held for sale on the balance sheet of 2006 as a result of the divestiture in
January 2007. In addition trade receivables and other have dropped with 2.1 million Euro as a result of the lower
revenues in 2006 compared to 2005. On the other hand Real had a positive cash movement of 4.4 million Euro in
2006 as a result of the new Credit Suisse financing that has been put in place in the second half of 2006.
     •    Non-current assets held for sale
In December 2006, 5.7 million Euro of assets were reclassified as non-current assets held for sale because of the
divestiture of the retail “point-of-sale” division in January 2007.
     •    Shareholder equity
Shareholder equity increased by 63.4 million Euro, from a negative equity of 52.9 million Euro in 2005 to a positive
equity of 10.5 million Euro in 2006. At the extraordinary general shareholders’ meeting held on September 29,
2006, the shareholders approved a 59.8 million Euro contribution of debt to capital from the reference shareholders.
Other events that impacted the equity position are the settlement in March 2006 over a long standing dispute
resulting in the contribution in kind of a receivable against Real of 2.5 million Euro and the acquisition by Real of
remaining outstanding shares of Oriam SA on December 1, 2006, thus reducing equity by 1.0 million Euro.
Additionally, Real reported 2.3 million Euro profit that was included in retained earnings.

(69) See also above, Section Section 5.3.4.

                                                           141
     •   Non-current liabilities
Non-current liabilities dropped by 43.0 million Euro, from 60.7 million Euro in 2005 to 17.7 million Euro in 2006.
Non-current debt was reduced by 41.5 million Euro, mainly as a result of the conversion of the long term debt to
equity of the reference shareholder and the 13.5 million Euro of new debt from Credit Suisse. In January 2007 Real
reported a 6.0 million Euro repayment of its Credit Suisse debt as a result of the divestiture of Real’s non-strategic
retail “point-of-sale” division which further reduces its non-current liabilities in 2007. Non-current provisions were
reduced by 1.3 million Euro mainly because of the divestiture of Real’s retail “point-of-sale” division that has
allowed a provisions release of 1.2 million Euro release in 2006.
     •   Current liabilities
Current liabilities dropped by 21.7 million Euro, from 69.6 million Euro in 2005 to 47.9 million Euro in 2006. Bank
overdrafts and loans reduced by 10.4 million Euro, mainly as a result of the conversion of the current term debt to
equity of the reference shareholder and the 3.9 million Euro of current debt that was repaid as a result of the new
Credit Suisse loan that has been put in place. Current provisions were reduced by 4.0 million Euro mainly due to
3.0 million Euro of restructuring provisions that were utilized. Trade and other payables are reduced by 6.9 million
Euro due to 2.7 million Euro of current liabilities related to the retail “point-of-sale” division that are reclassified to
liabilities associated with non-current assets that are classified as held for sale and the remainder due to a catch up of
payables as a result of the new Credit Suisse Facility.
     •   Non-current liabilities held for sale
At the end of December 2006, 3.3 million Euro of liabilities were reclassified to non-current liabilities held for sale
because of the divestiture of the retail “point-of-sale” division in January 2007.

Year-End December 31, 2005
     INCOME   STATEMENT

     •   Operating income

Turnover
The Real Group’s total turnover for the financial year ending December 31, 2005 is 115.9 million Euro. The result
represents a decline of 10.3% compared to the previous year (129.3 million Euro). However with a group turnover
for the second half of 2005 of 57.0 million Euro, a decrease of 7.9% compared to the second half of 2004
(61.9 million Euro), the results do reflect continued rationalization of the business. Indeed, it should be noted that
turnover for the second half of year, which due to seasonality is generally lower compared to first half, increased
from 92% of first half turnover in 2004 to 96% this year. This increased turnover ratio compared with the first half is
an indication of the strengthened sales force.
With a turnover of 77.1 million Euro, the Application Services business line (formerly known as Services)
generated 66.5% of the group’s total turnover with a decline year-on-year of 10.7%. The decrease is the result of the
reposition within the market with a focus on the true profitable business. The Business Solutions business line
(formerly known as Products) generated a turnover of 38.8 million Euro, 33.4% of total turnover, down 9.8% over
the previous financial year. Turnover dropped due to the implemented product rationalization. In addition 2005
sales organization was turned around due to lacking performance and the new sales will only impact 2006,
Operations in Belgium remained the largest part of the Real Group’s turnover (64.6%) although down 21.2% over
previous year to 64.6 million Euro due to the rationalization of the Belgian business. Operations in France and
Luxembourg were respectively up 1.4% (to 31.1 million Euro) and 22.4% (to 14.2 million Euro) and represented
26.8% and 12.3% of total turnover respectively. Other geographies represented 5.2% of total (6.0 million Euro).
     •   Recurring operating result
The decline of the group’s revenues was mainly driven by the group focusing its sales efforts on profitable business.
However this refocus; the tighter management of the bids and their pricing; and the restructuring leading to
improvements in operational margins in divisions and lower overhead have improved the profitability of the group
in 2005.
Compared with 2004, the recurring operating in 2005 improved by 3.7 million Euro from 2.5 million Euro to
1.2 million Euro. This reflects a improvement of recurring operating margin from 2.0% to 1.0%. Recurring
operating result for the second half of 2005 was 1,5 million Euro, 2,7 million Euro above 2004’s comparable second

                                                           142
half year result ( 1,2 million Euro) mainly due to the implemented restructuring to rationalize the product portfolio
and to reduce the overheads.

This improvement of profitability was observable in both of the business lines. Application Services recurring
operating profit was up 38.6% from 4.4 million Euro to 6.1 million Euro, i.e. an improvement in recurring operating
margin from 5.1% to 7.9%. Business Solutions recurring operating profit increased by 1.3 million Euro from
  2.5 million Euro to 1.2 million Euro, i.e. an improvement in recurring operating margin from 5.8% to 3.1%.
To improve operating margins in Real’s Business Solutions line, the company need to further consolidate Real’s
delivery capacity and support functions. Also the rationalization of the product portfolio whereby low margin
businesses were eliminated had a positive impact on the operating result of the year.

Consequently, an additional provision of 5.9 million Euro was set up at year-end.

     •   Operating result

The operating result for 2005 was 4.0 million Euro, 1.7 million Euro better than 2004 despite a 1.9 million Euro
higher provision for restructuring versus the prior year.

The result includes 1.2 million Euro non-recurring revenue mainly from a favorable settlement with a former
shareholder, 6.7 million Euro restructuring charges, and a 0.3 million Euro release of provisions due to favorable
settlements.

     •   Net result

In 2005 the net result of the group remained stable at 10.1 million Euro despite lower revenue, additional
restructuring cost of 1,9 million Euro and higher financial charges of 1,0 million Euro.

In 2005, the financial result was 5.4 million Euro, which is 1.3 million Euro worse than last year due to 0.8 million
Euro one-time exceptional interest waiver received in first quarter 2004 from banks and additional cost of credit
facilities put in place in 2005.

     •   Net cash flow from operating activities

Net cash flow from operating activities was a positive 1.3 million Euro in 2005, 4.6 million Euro better than in 2004,
mainly due to a reduction in net working capital.

     BALANCE SHEET

     •   Equity

Equity at end of 2005 amounted to —52.9 million Euro, an improvement of 6.1 million Euro over 2004. This
improvement results from the 15.6 million Euro inclusion of the automatic convertible bond in July 2005 and a
0.8 million Euro capital increase to settle litigation with former shareholder which was partly offset with
—10.1 million Euro loss in 2005.

     •   Debt

As of December 31, 2005, the group had long term borrowings of 54.5 million Euro. The majority are borrowings
with the referenced shareholder who has extended the reimbursement to 2007. The remaining long term debts are
mainly related to the group’s obligations under financial lease which as of December 31, 2005 amounted to a total of
3.3 million Euro.

The short term debt of 15.9 Euro include a short term debts to the referenced shareholder (5,8 million Euro), a debt
towards a shareholder (2.5 million Euro) which was settled through a contribution of debt into capital in early 2006.
Remaining amount relates mainly to the outstanding factoring amount.

In March 2005, Real issued 1,500 convertible bonds to replace short term working capital of 15 million. The
convertible bonds have a five year maturity, a principal amount of Euro 10,000 each and an aggregate interest rate of
15% per annum payable at maturity or upon early redemption or conversion. As of December 31, 2005, the nominal
value of the convertible bonds was still 15 million Euro and a interest charge of 1.6 million Euro was attached to it.

     •   Working Capital

As of December 31, 2005, Real had inventories of 0.6 million Euro down 55% over 2004. Most of the inventories
are goods that have been purchased for resale.

                                                         143
Total traded and other receivables amounted to 37.6 million Euro most of which relates to the provision and sale of
goods and services. This amount is net of allowances for doubtful receivables. The group pre-finances some of its
trade receivables through factoring (8.4 million Euro as of December 31, 2005).
As of December 31, 2005, total traded and other payables amounted to 47.0 million Euro. Other non-financial
current liabilities included income tax liabilities (0.2 million Euro), provisions (6.0 million Euro) and derivative
financial instruments (0.2 million Euro).
In 2005, total working capital improved to (15.3) million Euro from (7.6) million Euro in 2004.
      •     Investments
In fiscal 2005 the company’s capital expenditures amounted to 723,000 Euro (606,000 Euro in 2004) of which
337,000 Euro was attributable to Products (436,000 Euro in 2004), 334,000 Euro to Services (94,000 Euro in
2004) and 52,000 Euro was unallocated (76,000 Euro in 2004).
      •     Cash
Cash and cash equivalent includes cash held by the Group and short-term bank deposits. At the end of 2005, cash
and cash equivalent amounted to 3.9 million Euro.
      •     Headcount
As of December 31, 2005, the Real Group had 1,155 employees compared with 1,251 on December 31, 2004.

Prospects for 2006
For the financial year 2006 the group expects continued improvement in the operational results and effective
stabilization of the group’s activities. This is based upon further optimization of resources and productivity
improvements in the Products segment and overhead and upon the impact of strengthening the sales force mid-
2005.

IFRS
The 2005 year-end close is reported according to IFRS with comparable figures for 2004. As a result of IFRS
adaptation equity as of January 1, 2004 has been reduced by 45.4 million Euro. The conversion note is available on
the website www.realsoftwaregroup.com.

Year-end December 31, 2004
  •       Income Statement
Turnover
On a comparable consolidation basis, the group’s total turnover in 2004 is 129.3 million Euro, a decline of 16.1% on
Belgian GAAP basis compared with 2003.
According to the Real Group’s current segmental split, the “Application Services” business line generated
86.3 million Euro or 66.7% of the Real Group’s total turnover. The “Business Solutions” business line generated
a turnover of 43.0 million Euro, 33.3% of total turnover.
Prior to 2005 Real used a different classification for the purpose of segmental reporting. According to the previous
split, the “Business & Government and Banking & Insurance” division’s turnover for 2004 declined by 29.2% and
16.8%, respectively, compared with the 2003 figures. The “Industry” division shows a reduction of 7.9%, compared
with 2003. These drops in turnover are largely due to personnel turnover as a result of a period of uncertainty during
the first quarter of 2004 (regarding the continuity of the Real Group) and the resulting delay in the conclusion of new
contracts.
The “Infrastructure” business has been reduced significantly (namely, by 13.2 million Euro or 50%) due to the
discontinuation of low margins generating business activities, for which there was a focus change, from hardware
sales to more profitable infrastructure services. “Retail” and “International” activities remained stable.
In 2004, 73.6% of the group’s consolidated turnover was recorded in Benelux (IFRS: 72.4% in Belgium and
Luxembourg) compared to 72.3% in 2003. France contributed 23.4% (IFRS: 23.7%) of group turnover, up 4.3% on
Belgian GAAP basis on the previous year. Switzerland’s share fell from 4.7% to 1% as a result of the sale of the
Swiss subsidiary, FSS.

                                                         144
Operating Result
However, according to Belgian GAAP and compared with 2003, Real’s operational profit improved by 1.5 million
Euro in 2004, to 1.6 million Euro. This improvement results from additional cost control and overhead reduction
through functional integration of the former distinct vertical businesses. A contributor to the positive evolution of
the operational result is the effect of the reorganisation of the Retail division. Yet, on IFRS basis, the recurring
operating result was (2.5) million (i.e. reclassifications and de-consolidations).

Net Group Result
For the full year 2004 the net group result (for the Real Group) improved with 23.5 million Euro to (32.6) million
Euro, compared with 2003 and on Belgian GAAP basis, and amounted to (10.1) million Euro according to IFRS.
This is mainly due to the reduction of the extraordinary loss, lower financial charges and operational margin
improvement.
The extraordinary result improved by 18 million Euro to (21.7) million Euro in 2004, compared to 2003 on Belgian
GAAP basis.
The extraordinary income (7.2 million Euro) relates mainly to the reduction of claims (debt waiver) by the former
owners of the French subsidiary Airial Conseil SA, as a result of a settlement (5.9 million Euro).
The extraordinary charge of 28.9 million Euro includes 15.9 million Euro of extraordinary goodwill write-off
resulting from the impairment test carried out in the fourth quarter of 2004. An extraordinary provision of
5.1 million Euro was booked for planned productivity improvements and organisational streamlining, charges
relating to the debt restructuring (2,6 million Euro) and charges for commercial disputes (2 million Euro).
In 2003, the extraordinary result amounted to (39.7) million Euro and included a 28.5 million Euro extraordinary
depreciation of goodwill.
In 2004, the group’s financial result improved by 3.0 million Euro to (12.4) million Euro, compared with (15.4)
million Euro in 2003 on Belgian GAAP basis. The improvement resulted mainly from a waiver of the first quarter of
2004 interests on the bank debt as part of the Gores transaction. The 2004 financial result includes 5.2 million Euro
interests on loans and 7.2 million Euro depreciation of goodwill. On IFRS basis, the financial result amounted to a
negative 4.1 million Euro.
     •   Net cash flow from operating activities
Net cash flow from operating activities was a negative 3.3 million Euro in 2004 according to IFRS. Under Belgian
GAAP, it amounted to (5.3) million Euro, which is 0.1 million Euro better than in 2003.
     •   Balance sheet

Equity
Equity on December 31, 2004 amounted to (36,8) million Euro according to Belgian GAAP. This does not include
the 15.6 million Euro convertible bond (ACB issued in 1998) that was converted into equity in 2005. Considering
this convertible bond into, the equity amounted to (21.2) million Euro (or (43.4) million Euro under IFRS).

Debt
Based on Belgian GAAP, the total financial debt at the end of 2004 was 74.4 million Euro including a debt to the
group’s reference shareholder of 60.0 million Euro. This includes a 45.0 million Euro the year loan with the option
to get 50% waiver of the debt in case of 22.5 million Euro repayment by April 2006. The 2004 financial statements
also include an additional five year bridge loan of 15.0 million Euro.




                                                        145
Working Capital
As of December 31, 2004, Real had inventories of 1.4 million Euro down 29% over 2003 on Belgian GAAP basis.
Most of the inventories are goods that have been purchased for resale.
Total traded and other receivables amounted to 40.2 million Euro, most of which related to the provision and sale of
goods and services. This amount is net of allowances for doubtful receivables.
As of December 31, 2004, total traded and other payables amounted to 42.1 million Euro and provisions amounted
to 7.0 million Euro.

Cash
Cash and cash equivalent includes cash held by the Real Group and short-term bank deposits. At the end of 2004,
cash and cash equivalent amounted to 5.2 million Euro.
     •   Headcount
As per December 31, 2004, the Real Group had 1,283 employees, compared with 1,495 on December 31, 2003
(same consolidation scope).




                                                        146
5.13.5 Auditor Report Regarding the Consolidated Condensed Balance Sheet and Income Statements for
       the Financial Year Ending on December 31, 2007 (as in the Press Release of February 13, 2008)
The report from the statutory auditor accompanying the consolidated condensed balance sheet and income
statement for the financial year ending on December 31, 2007, approved by Real’s board of directors on
February 11, 2008 and published by Real in its press release of February 13, 2008 is reproduced hereinafter:

Report statutory auditor




                                                    147
5.13.6 Overview of Investments of Real

                                                                                                   FY 2005      FY 2006         FY 2007
                                                                                                             thousand Euro(1)
      Building . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    ..............     36            20               6
      Equipment & furniture . . . . . . . . . . . . . . . . . . . . .             ..............    678           698             634
      Development internal systems . . . . . . . . . . . . . . . .                ..............    107           212             570
      Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   ..............    830           930           1,210

(1)   Based on the investments as disclosed in the financial statements for the year-end at December 31, 2005, December 31, 2006 and
      December 31, 2007.

Investments in buildings are limited and include mainly building improvements because all of Real’s buildings are
rented or leased. Equipment & furniture includes mainly the replacement of IT equipment for Real’s employees in
Belgium, Luxembourg and France and Real’s internal IT infrastructure in Belgium. Real has launched in 2007 a
business continuity improvement project for Real’s corporate internal IT infrastructure in Belgium spread over three
years starting in 2007. Development of internal systems relates to the development of corporate applications based
on either Real’s own IP or the implementation and customization of third party products. The investments in the last
three years relate to the improvement of Real’s corporate executive reporting systems in Belgium, which is expected
to be completed in 2008. In 2007 Real has also invested in the roll out of a Microsoft CRM application which will be
widely used by Real’s sales teams and is expected to be completed in 2008. In addition Real has budgeted in 2008 to
further improve support to the business by investing in corporate applications in the area of life cycle management
of software development and human resources management in Belgium.

All investments are self funded, except for the investments in building and some related equipment, which are
leased.


5.13.7 Pro Forma Financial Information

This Section provides the pro forma financial performance of a combined Real and Dolmen entity.

Real has prepared a consolidated pro forma balance sheet and a consolidated pro forma profit and loss account, both
under IFRS. This financial information is prepared in a manner consistent with the recognition and measurement
principles as applied by the Real Software Group in its condensed balance sheet and income statement for the
financial year ending on December 31, 2007.

The consolidated pro forma balance sheet combines the Real Group balance sheet as at December 31, 2007 with the
Dolmen Group condensed balance sheet as at September 30, 2007, which was prepared in accordance with IFRS (
without applying IAS 34).

The consolidated pro forma profit and loss account combines the audited income statement of the Real Group as of
December 31, 2007 for the year then ending with the pro forma non audited income statement of the Dolmen Group
for the twelve months ending as of September 30, 2007, which was prepared in accordance with IFRS (without
applying IAS 34).

The pro forma consolidated balance sheet and profit and loss account has been adjusted to reflect the impact of the
following transactions:

      (i)     the redemption in November 2007 of 1,341,086 Dolmen Shares for 22.8 million Euro as if this
              transaction had taken place on September 30, 2006 (see Section 6.4.8);

      (ii)    the acquisition of the Dolmen Group by the Real Group and the financing of this acquisition as if this
              transaction had taken place on December 31, 2006.

This information is only provided for illustration purposes. By its nature, this pro forma information illustrates a
hypothetical situation and does not represent the actual financial position and financial performance of the Real
Group and the Dolmen Group.

These figures do not include the possible effect of profit and loss related to the acquisition of the identifiable assets,
liabilities and contingent liabilities of the NEC Philips business (see Section 6.3.2) by Dolmen because it does not
represent a significant gross change.

                                                                           148
The acquisition of the Dolmen group is not reflected at fair value as required under IFRS 3 Business combinations,
due to the lack of factual figures on the date of the issue of this prospectus. Following information is therefore not
taken into consideration in the pro forma figures:
     •   the valuation at fair value of the Dolmen brand and any amortization thereof;
     •   the valuation at fair value of Dolmen’s customer relations and any amortization thereof;
     •   the valuation at fair value of Dolmen’s intellectual property and any amortization thereof;
     •   the valuation at fair value of Dolmen’s fixed assets and any amortization thereof;
     •   the valuation at fair value of Dolmen’s maintenance and support contracts and any amortization thereof;
     •   the deferred taxes on the above adjustments; and
     •   the adjustment of the pro forma goodwill as a result of the above adjustments.
Further information on the revision and assumptions used in the preparation of the pro forma financial information
can be found below where the pro forma financial information is discussed in detail.

Pro forma unaudited consolidated income statement
The table below contains the pro forma unaudited consolidated profit and loss account of the Real Group and the
Dolmen Group in accordance with IFRS.
The audited consolidated profit and loss account of the Real Group on December 31, 2007 for the year then ending
has been adjusted for the effect on finance costs (and tax thereon) that would have arisen if an additional 45 million
Euro loan would be obtained on January 1, 2007 until July 2007, when the convertible loan notes were issued and if
the cash consideration for the acquisition of Dolmen Group was paid on January 1, 2007.
The unaudited consolidated pro forma profit and loss account of the Dolmen Group covers the 12 month period
ending September 30, 2007 and has been adjusted as though the 22.8 million Euro share redemption made in
November 2007 was made on September 30, 2006. The method of calculating this profit and loss account is detailed
below.




                                                         149
The table below contains the pro forma unaudited consolidated profit and loss account of the Real Group and the
Dolmen Group as if Dolmen would have been acquired on January 1, 2007.

                                                                                                            Consolidated pro
                                       Audited income   Unaudited income      Pro forma       Pro forma      forma income
                                         statement         statement         adjust-ments    adjust-ments      statement
                                         12/31/2007        09/30/2007         12/31/2007      09/30/2007    Real Group incl.
                                        Real Group       Dolmen Group        Real Group     Dolmen Group     Dolmen Group
                                                                           thousand Euro
Operating Revenue . . . . .                92,624           150,636                —              —             243,260
Turnover . . . . . . . . . . . . . .       91,973           148,729                —              —             240,702
Other operating income . . .                  651             1,907                —              —               2,558
Operating Charges. . . . . .              (88,976)         (139,507)               —              —            (228,483)
Purchases of goods for
  resale, new materials
  and consumables . . . . . .              (5,635)          (70,523)               —              —             (76,158)
Services and other goods . .              (27,403)          (18,067)               —              —             (45,470)
Employee benefits
  expense . . . . . . . . . . . . .       (55,260)          (46,280)               —              —            (101,540)
Depreciation and
  amortization expense . . .                 (844)           (4,072)               —              —              (4,916)
Provisions and
  allowances . . . . . . . . . . .            523                30                —              —                 553
Other operating expenses . .                 (357)             (595)               —              —                (952)
OPERATING RESULT
  BEFORE NON-
  RECURRING. . . . . . . .                  3,648            11,129                —              —              14,777
Non-recurring revenues . . .                  512                —                 —              —                 512
Restructuring charges. . . . .                187                —                 —              —                 187
Other non-recurring
  charges . . . . . . . . . . . . .          (241)                —                —              —                (241)
OPERATING RESULT
  (EBIT) . . . . . . . . . . . . .          4,106            11,129               —               —              15,235
Financial income . . . . . . . .              871             1,330             (871)           (875)               455
Financial charges . . . . . . . .          (6,000)             (297)          (1,200)             —              (7,497)
Profit (Loss) before
  income taxes . . . . . . . . .           (1,023)           12,162           (2,071)           (875)             8,193
Income taxes . . . . . . . . . . .          4,777            (4,067)             705             300              1,715
Profit for the year from
  continuing operations . .                 3,754             8,095           (1,366)           (575)             9,908
Discontinued Operations
  Profit for the year from
  discontinued
  operations . . . . . . . . . . .          3,607                —                —               —               3,607
Profit for the year . . . . . .             7,361             8,095           (1,366)           (575)            13,515
Earnings per share in
  EURO Basic . . . . . . . . .              0.026             0.981                                               0.026
Basic continued . . . . . . . .             0.013             0.981                                               0.019
Basic discontinued . . . . . .              0.013                                                                 0.007
Dilutive . . . . . . . . . . . . . .        0.024             0.980
Dilutive continued . . . . . .              0.016             0.980


      (i) Comments on the Real Group income statement as of December 31, 2007 (for the year then ending)

In respect of comments on the audited income statement, it is referred to Section 5.13.4 here-above, “Management
Discussion and Analysis — Year-end December 31, 2007”.


      (ii) Comments on the Dolmen Group income statement as of September 30, 2007 for the 12 months then
      ending

                                                               150
                                    Unaudited income statement for the Dolmen Group for the
                                        period October 1, 2006 until September 30, 2007
                                                                       6 months ended                      12 months ended
                                    6 months ended   12 months ended      03/31/2007      6 months ended      09/30/2007
                                     09/30/2006(A)     03/31/2007(B)    =(col2-col1)(C)    09/30/2007(D)    =(col3+col4)(E)
thousand Euro
Operating Revenue . . . .               66,352          147,302            80,950            69,686            150,636
Turnover . . . . . . . . . . . .        65,704          145,362            79,658            69,071            148,729
Other operating
  income . . . . . . . . . . . .           648            1,940             1,292                615             1,907
Operating Charges . . . .              (63,653)        (137,907)          (74,254)           (65,253)         (139,507)
Purchases of goods for
  resale, new materials
  and consumables . . . .              (30,408)          (70,069)         (39,661)           (30,862)          (70,523)
Services and other
  goods . . . . . . . . . . . . .       (7,771)          (16,266)          (8,495)            (9,572)          (18,067)
Employee benefits
  expense . . . . . . . . . . .        (23,282)          (46,784)         (23,502)           (22,778)          (46,280)
Depreciation and
  amortization
  expense . . . . . . . . . . .         (2,341)           (4,708)          (2,367)            (1,705)           (4,072)
Provisions and
  allowances . . . . . . . . .             435               500                65               (35)                30
Other operating
  expenses . . . . . . . . . .            (286)             (580)             (294)             (301)             (595)
OPERATING RESULT
  BEFORE NON-
  RECURRING . . . . . .                  2,699             9,395            6,696              4,433            11,129
Non-recurring
  revenues . . . . . . . . . . .                                                  0                                   0
Restructuring charges . . .                                                       0                                   0
Other non-recurring
  charges. . . . . . . . . . . .                                                  0                                   0
OPERATING RESULT
  (EBIT). . . . . . . . . . . .          2,699             9,395            6,696              4,433            11,129
Financial income . . . . . .               410             1,016              606                724             1,330
Financial charges . . . . . .             (184)             (345)            (161)              (136)             (297)
Profit (Loss) before
  income taxes . . . . . . .             2,925            10,066            7,141              5,021            12,162
Income taxes . . . . . . . . .            (767)           (3,142)          (2,375)            (1,692)           (4,067)
Profit (Loss) for the
  year from continuing
  operations . . . . . . . . .           2,158             6,924            4,766              3,329             8,095
Earnings per share in
  EURO
Normal . . . . . . . . . . . . .         0,261             0,840            0,579              0,402             0,981
Diluted . . . . . . . . . . . . .        0,261             0,840            0,579              0,401             0,980

(A)
      A limited review of the September 30, 2006 income statement was undertaken by the statutory auditor
(B)
      A full audit of the March 31, 2007 income statement was undertaken by the statutory auditor
(C)
      Unaudited
(D)
      A limited review of the September 30, 2007 income statement was undertaken by the statutory auditor
(E)
      Unaudited

      (iii) Comments on the pro forma adjustments to the Real Group income statement
Adjustments have been made to the audited income statement as if an additional 45 million Euro loan was obtained
on January 1, 2007 until July 2007 (i.e. at the actual issue of the convertible loan notes), and, as if, the acquisition of

                                                              151
the Dolmen Group was carried out on December 31, 2006. Consequently additional financial costs of 1.2 million
Euro are assumed for the period from January 1, 2007 to July 16, 2007 (being the actual date of issue of the loan
notes) and financial income of 0.9 million Euro income arising on the proceeds of the convertible notes issued in
July 2007 has been eliminated. Against this a deferred tax credit of 0.7 million Euro has been assumed. To calculate
the financial costs of the 45 million Euro additional loan Real has used an interest rate of 5.25% (equal to yield on
convertible bond) which compares to a market rate between 5.8% to 6% for a six months loan. If we would have
used the higher market interest rate, the impact on financial charges would have been 0.17 million Euro before
taxes.

     (iv) Comments on the pro forma adjustments to the Dolmen Group income statement
Adjustments have been made to the unaudited results for the 12 months ended September 30, 2007 as if the
22.8 million Euro redemption of shares made in November 2007 was made on September 30, 2006. Financial
income of 0.9 million Euro is assumed to have been earned on the cash balances used to make the redemption and
has been eliminated from the pro forma income statement offset by a reduction of 0.3 million Euro income tax.

Pro forma unaudited consolidated balance sheet
The table below contains the pro forma unaudited consolidated assets and liabilities of the Real Group and the
Dolmen Group in accordance with IFRS, also including the impact of the transactions described below as if those
transactions had taken place on September 30, 2006 and December 31, 2006 respectively.
The balance sheet of the Real Group is as at December 31, 2007. The balance sheet of the Dolmen Group is as at
September 30, 2007.
This consolidated pro forma balance sheet reflects the impact of the following transactions:
     (i)    the redemption in November 2007 of 1,341,086 Dolmen Shares for 22.8 million Euro as if this
            transaction had taken place on September 30, 2006 (see Section 6.4.8);
     (ii)   the acquisition of the Dolmen Group by the Real Group and the financing of this acquisition as if this
            transaction had taken place on December 31, 2006.




                                                        152
Further information on the revision and assumptions used in the preparation of the pro forma financial information
can be found below where the pro forma financial information is discussed in detail.

                                                Balance        Balance                                                     Consolidated
                                                 Sheet          Sheet         Dolmen                                        pro forma
                                               12/31/2007     09/30/2007       Share     Acquisition of                   Balance sheet
                                                  Real         Dolmen       redemption    Dolmen by        Real Group      Real Group/
                                                 Group          Group        program         Real         finance costs   Dolmen Group
thousand Euro
                                                                     ASSETS
Non Current Assets . . . . .           ..        37,565         22,355      —              101,359               —          161,279
Goodwill . . . . . . . . . . . . .     ..        33,094          1,447      —              101,359               —          135,900
Intangible assets . . . . . . . .      ..           550            669      —                   —                —            1,219
Property, plant and
   equipment . . . . . . . . . . .     .   .      3,773         20,239            —             —                —           24,012
Deferred tax assets . . . . . .        .   .        148             —             —             —                —              148
Current Assets . . . . . . . . .       .   .     91,272         80,651       (23,373)      (44,674)              —          103,876
Inventories . . . . . . . . . . . .    .   .         —           4,233            —             —                —            4,233
Trade and other receivables            .   .     33,204         40,356            —             —                —           73,560
Assets classified as held for
   trading . . . . . . . . . . . . .   .   .     9,992             —              —             —                —            9,992
Cash and cash equivalents .            .   .    48,076         36,062        (23,373)      (44,674)              —           16,091
Total Current Assets . . . .           .   .    91,272         80,651        (23,373)      (44,674)              —          103,876
TOTAL ASSETS . . . . . . .             .   .   128,837        103,006        (23,373)       56,685               —          265,155

                                                            EQUITY AND LIABILITIES
Shareholder’s Equity . . . . . .                 33,024        56,957   (23,373)    56,685                  (1,366)         121,927
Share capital . . . . . . . . . . . . .          17,808        15,517    (2,531)    78,122                      —           108,916
Share premium . . . . . . . . . . .              14,007            —         —          —                       —            14,007
Retained earnings . . . . . . . . .               1,209        41,440   (20,842)   (21,437)                 (1,366)            (996)
Equity attributable to equity
  holders of the parent . . . .                  33,024         56,957       (23,373)       56,685          (1,366)         121,927
TOTAL EQUITY . . . . . . . . .                   33,024         56,957       (23,373)       56,685          (1,366)         121,927
Non-Current Liabilities . . . .                  61,351          6,053            —             —               —            67,404
Convertible loan notes . . . . . .               55,552             —             —             —               —            55,552
Obligations under finance
  lease . . . . . . . . . . . . . . . . .         2,547             —             —              —               —             2,547
Bank loans and Other
  Borrowings . . . . . . . . . . . .              1,844          3,719            —              —               —             5,563
Retirement benefit
  obligations . . . . . . . . . . . .               445             —             —              —              —               445
Provisions . . . . . . . . . . . . . . .            963          1,142            —              —              —             2,105
Deferred tax liabilities . . . . . .                 —           1,192            —              —              —             1,192
Current Liabilities . . . . . . . .              34,386         39,996            —              —           1,366           75,748
Obligations under finance
  lease . . . . . . . . . . . . . . . . .           246             —             —              —              —               246
Bank overdrafts and loans . . .                   7,073          1,488            —              —              —             8,561
Trade and other payables . . . .                 26,545         34,426            —              —           1,366           62,337
Current income tax
  liabilities . . . . . . . . . . . . . .           322          4,082            —              —               —            4,404
Provisions . . . . . . . . . . . . . . .            200             —             —              —               —              200
Liabilities directly associated
  with non-current assets
  classified as held for sale . .                   76             —              —             —               —                76
Total Current Liabilities . . .                 34,462         39,996             —             —            1,366           75,824
TOTAL LIABILITIES . . . . .                     95,813         46,049             —             —            1,366          143,228
Total Equity & Liabilities . .                 128,837        103,006        (23,373)       56,685              —           265,155


      (i) Comments on the Real Group balance sheet at December 31, 2007 (for the year then ending)

In this respect, it is referred to Section 5.13.4 here-above, “Management Discussion and Analysis — Year-end
December 31, 2007”.

                                                                           153
      (ii) Comments on the Dolmen Group balance sheet at September 30, 2007

Dolmen consolidated balance sheet for the periods ended
September 30, 2007

                                                                                                                               03/31/2007   09/30/2007
thousand Euro
ASSETS
Non Current Assets . . . . . . . . . . . . . . . . .            ................................                                22,841       22,355
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . .    ................................                                 1,447        1,447
Intangible assets . . . . . . . . . . . . . . . . . . . . .     ................................                                   785          669
Property, plant and equipment . . . . . . . . . . .             ................................                                20,584       20,239
Other investments . . . . . . . . . . . . . . . . . . . .       ................................                                    25           —
Deferred tax assets . . . . . . . . . . . . . . . . . . .       ................................                                    —
Current Assets . . . . . . . . . . . . . . . . . . . . .        ................................                                77,880       80,651
Inventories . . . . . . . . . . . . . . . . . . . . . . . . .   ................................                                 3,767        4,233
Trade and other receivables. . . . . . . . . . . . .            ................................                                41,459       40,356
Cash and cash equivalents (Note 1) . . . . . . .                ................................                                32,654       36,062
Non Current Assets as held for sale . . . . .                   ................................                                    —            —
Total Current Assets . . . . . . . . . . . . . . . . .          ................................                                77,880       80,651
TOTAL ASSETS. . . . . . . . . . . . . . . . . . . .             ................................                               100,721      103,006

EQUITY AND LIABILITIES
Shareholder’s Equity (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 57,626       56,957
Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     15,517       15,517
Share premium Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 42,109       41,440
Equity attributable to equity holders of the parent . . . . . . . . . . . . . . . . . . . . . . . . .                           57,626       56,957
TOTAL EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              57,626       56,957
Non-Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              6,721        6,053
Convertible loan notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              —            —
Obligations under finance lease Bank loans and Other Borrowings . . . . . . . . . . . . . . . .                                  4,463        3,719
Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       924        1,142
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,334        1,192
Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         36,374       39,996
Obligations under finance lease Bank overdrafts and loans . . . . . . . . . . . . . . . . . . . . . .                            1,488        1,488
Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            31,758       34,426
Current income tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             3,128        4,082
Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           36,374       39,996
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 43,095       46,049
TOTAL EQUITY and LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                           100,721      103,006

(A)
       A full audit of the March 31, 2007 balance sheet was undertaken by the statutory auditor
(B)
       A limited review of the September 30, 2007 balance sheet was undertaken by the statutory auditor

      (iii) Comments on the Dolmen Group share redemption program

In November 2007 the Dolmen Group completed the repurchase of 1,341,086 Dolmen Shares which were
subsequently cancelled.

The cost of the repurchase amounted to 22.8 million Euro which was paid out of cash balances. Of the 22.8 million
Euro, 2.5 million Euro has been charged to capital and 20.3 million Euro to the accumulated profits.

The consolidated pro forma balance sheet has been adjusted as if the share redemption program had been made on
September 30, 2006. Consequently 0.9 million Euro of financial income that was assumed to be earned on
22.8 million Euro of cash balances and which was included in the income statement of the Dolmen Group for the
year ended September 30, 2007 has been eliminated together with associated income tax expense of 0.3 million
Euro. The total pro forma adjustment to the Dolmen Group equity therefore amounts to 23.4 million Euro.

Further information on the Dolmen Group Share redemption program is provided in Section 6.4.8.

                                                                            154
     (iv) Comments on the acquisition of Dolmen by Real
The acquisition of Dolmen Group is expected to cost Real 136.2 million Euro (including 4.6 million Euro estimated
fees and other costs associated with the transaction). This will be funded by the issue of 227.8 million shares with an
estimated value of 91.1 million Euro (based on an issue price of 0.40 Euro per share as per December 19 2007) and
cash of 45.1 million Euro (yet assuming that Real would acquire in connection with the envisaged transactions — as
described in this Prospectus, 100% of the outstanding Shares and Warrants in Dolmen).
The net assets of Dolmen Group that are acquired by Real are assumed to amount to 33.6 million Euro consisting of
57.0 million Euro as at September 30, 2007, less 23.4 million Euro in respect of the above-mentioned Dolmen
Group share redemption program. In addition Dolmen’s net assets will be improved by 1.2 million Euro in respect
of the value of the Real shares (0.8 million Euro) and cash (0.4 million Euro) that is received as consideration for the
65,517 treasury shares that will be acquired by Real as part of the offer.
Goodwill of 101.4 million Euro is expected to arise on the acquisition being the assumed acquisition cost of
136.2 million, less the assumed net assets acquired (including the consideration for the Dolmen treasury shares) of
34.8 million Euro.
The increase in equity of 56.7 million Euro consists of:
     (i)     an increase in share capital of 78.1 million Euro being 91.1 million Euro of new Real shares issued less
             Dolmen share capital of 13.0 million (15.5 million Euro at September 30, 2007 less adjustment for
             2.5 million Euro of capital redeemed in November 2007);
     (ii)    a reduction of 20.6 million Euro of Dolmen retained earnings (41.5 million Euro at September 30, 2007
             less adjustment for 20.3 million Euro of retained earnings cancelled in connection with the share
             redemption program less 0.6 million Euro increased finance costs (net of tax) arising from the assumed
             back dating of the share redemption program to September 30, 2006;
     (iii)   a reduction of 0.8 million Euro of retained earnings in respect of the issuance of Real shares as
             consideration for Dolmen treasury shares. The Real shares so issued will by held by the combined group
             following the acquisition and a reserve against these treasury shares will be made.
As an indication, if the value of each share of Real falls to 0.30 Euro, said indicative goodwill would reduce to
78.8 million Euro based on an assumed acquisition cost of 113.4 million less the assumed net assets acquired
(including the consideration for the Dolmen treasury shares) of 34.6 million.

     (v) Comments on the Real Group finance costs
As referred to above an adjustment has been made to the audited income statement of the Real Group as if an
additional loan was obtained on January 1, 2007 until July 2007 (i.e. at the issue of the convertible loan notes) and as
if the acquisition of the Dolmen Group was carried out on December 31, 2006.
Consequently, additional financial costs of 1.2 million Euro are assumed in respect of the additional loans for the
period from January 1, 2007 to July 16, 2007 (being the actual date of issue of the loan notes) and financial income
of 0.9 million Euro income arising on the proceeds of the loan notes issued in July 2007 has been eliminated as an
adjustment to accrued liabilities.
To calculate the financial cost of the additional 45 million Euro loan, Real has used an interest rate of 5.25% (equal
to yield on convertible bond) which compares to a market rate from 5.8% to 6% on a six months loan. If we would
have used the higher market interest rate, the impact on financial charges would have been, 0.017 million Euro
before taxes.

     (vi) Comments on the earnings per share on pro forma basis
The EPS calculations included in the pro forma consolidated income statement need to be read with the comments
indicated below:
     1.      Assumptions included in EPS calculations
             •   The reported 7,361 thousand Euro profit at December 2007, for Real includes 5,979 thousand Euro
                 of deferred tax income recorded to recognize a deferred tax asset for the same amount based on the
                 270,547 thousand Euro of unused tax loss carry forward for which no deferred tax assets were
                 recognized in the past. The amount of the tax asset is limited to the deferred tax liability that is
                 created based on the taxable temporary difference that arose because of the initial recognition of the
                 18.7 million Euro equity component of the convertible bond issued in July 2007.

                                                          155
     •   On July 3, 2007, Real created 14,400,000 warrants (the so-called “Warrants 2007”) to offer a stock
         option plan to certain key employees of Real. These warrants have been accepted and vest in three
         installments of 1/3 each, on the date of grant and on the first and second anniversary of the date of
         grant. In addition, Real envisages to approve and implement upon the successful closing of the
         Takeover Bid a new stock option plan and issue 6,650,000 new warrants for certain key employees of
         Dolmen (the so-called “Warrants 2008”).
     •   On July 2007, a share consideration was given for the acquisition of Axias NV of which 1/3
         immediately, 1/3 after 1 year and 1/3 after two years. The outstanding consideration end December
         2007 amounts to 7,234,043 shares.
     •   The Takeover Bid will include, if successful, a consideration of 227,008,096 Real shares for Dolmen
         Shares and a consideration of 762,250 Real shares for Dolmen Warrants.
     •   On July 5, 2007 a senior, unsecured, 75.0 million Euro convertible bond was issued in Real, with a
         term of five years (with as maturity date, July 16, 2012), a yearly interest yield of 2% and a premium
         of 18.44% on redemption at maturity date (resulting in an effective yield of 5.25%). This convertible
         bond can be converted at any time at the choice of the bondholder until ten days prior to maturity of
         the convertible bond. The conversion price, before any adjustments as stipulated in the terms and
         conditions governing the convertible bond, is set at 0,556 Euro, which upon conversion results in
         134,892,086 additional Real shares (the so-called “Initial Conversion Price”). This assumption is
         used for the EPS key figure. Under the terms and conditions of the Convertible Bonds 2007, it is also
         possible that Real would call for early redemption, on or after January 16, 2010, provided that the
         market price of the shares of Real would exceed 150% of the conversion price in effect at such time
         on each of not less than 20 business days in any period of 30 consecutive business days ending not
         earlier than the seventh day prior to the date on which Real calls the loan for early redemption. It is
         provided that in the latter case, not only the principal amount, but also interest accrued to the date of
         conversion will be converted into Real shares.
     •   Dolmen has recently implemented a share buy back program. Said share buy back was completed on
         November 9, 2007 and result in 1,341,086 Dolmen shares being bought back by Dolmen and
         annulled in accordance with Article 625 of the Belgium Company Code.
2.   Assumptions not included in EPS calculations
     •   The pro forma net profit of the combined entity is based on historical numbers for Real, December
         2007 and for Dolmen, last twelve months before September 2007 and therefore does not take into
         consideration the expected synergies (see Section 2.1) and tax savings (see Section 2.4).
     •   Revenue synergies resulting from the creation of an end-to-end “single source” ICT service provider
         are expected by Real, which is a reference within the entire ICT sector both towards customers, ICT
         partners, personnel as well as to the labor market. The service offerings of both companies are very
         complementary and the customer base shows only limited overlap. Real also expects cost synergies
         based on economies of scale that result from the combination of both groups allowing to increase
         both the utilization of their respective realigned personnel and assets base and to acquire a greater
         ability to leverage their respective R&D, sales and overhead expenditure across a larger revenue
         base. It is expected that in any event, the full impact of the synergies will not be perceivable prior to
         fully merging the currently existing two entities into one legal entity. At present, the parties envisage
         to implement the merger (if any) within a term of 12 months upon completion of the Takeover Bid.
         These benefits will depend on the implementation of the subsequent merger and are expected to
         materialize within six to twelve months following the date of the merger.
     •   In addition to the revenue and cost synergies also tax savings are expected as a result of the merger
         because of the 270.5 million Euro of unused tax loss carried forward available in Real, as per
         December 2006. Part of the tax losses carried forward of Real should (assuming the currently
         envisaged merger is tax neutral for Belgian corporate income tax purposes) survive such merger, as a
         consequence of which future profits of the merged entity could be offset by such tax losses carried
         forward resulting in the merged entity not being in an effective tax paying position for a certain time.
         A calculation of the tax losses carried forward of Real that would survive such merger and the time
         upon which such losses would affect future profits can currently only be assessed under a number of
         assumptions and remains in any event only an estimation ranging from 166.0 million and 192.0 mil-
         lion Euro based on the example described in Section 2.4 for illustrative purposes only (see
         Section 2.4). Real and Dolmen currently intend to submit a formal ruling request with the Belgian

                                                   156
                  Ruling Commission in order to obtain the confirmation that the envisaged merger will be tax neutral
                  for corporate income tax purposes.
             •    The various dilution scenario’s of the current shareholders (and potential) of Real are discussed in
                  Section 5.8.3.

The Real Group: events occurring subsequent to December 31, 2007
On January 28, 2008 Real issued 543,389 shares in connection with the payment of deferred consideration for the
acquisition of Axias NV in July 2007. Said issue gave rise to a share capital increase of 34,142 Euro; while the
remainder the thus contributed payable, amounting to 221,298 Euro, was booked as share premium in minus of the
debt to the former Axias NV shareholders.

The Dolmen Group: events occurring subsequent to September 30, 2007
(a) NEC Philips
On October 3, 2007 Dolmen acquired all outstanding shares of Dolmen NP Enterprise Communications Belgium
NV/SA (formerly known as NEC Philips Unified Solutions Belgium NV) shares as well as those of its affiliate NEC
Philips Unified Solutions Luxembourg SA (“NEC Philips”). NEC Philips is one of the worldwide pioneers in the
VoIP and Unified Communications market with a broad and soundly based portfolio of telephony and enterprise
communications solutions. This takeover, combined with its extensive experience in Networking, Security and
Applications, will make Dolmen a key player in the field of Enterprise Communications solutions within Belgium
and Luxembourg. The companies were re-dubbed upon acquisition.
The cash out relating to the acquisition of NEC Philips business is approximately 3.9 million Euro which includes
the acquisition cost and the repayment of debt previously due by NEC to its parent. Based on the estimated negative
net equity of 0.5 million Euro at September 30, 2007 (unaudited and subject to review) this indicates goodwill of
approximately 2.4 million Euro.
In addition the acquisition of NEC Philips business will involve a restructuring and integration effort which will
have a one-off negative effect on the second half year’s operating result amounting to a maximum of 2 million Euro.
The illustrative financial statements shown below are based on a review of NEC Philips management accounts and
these have neither been audited nor reviewed for consistency with Dolmen’s accounting rules.

     NEC Philips business unaudited income statement for the period October 1, 2006 until
     September 30, 2007
                                                                                                                              September 30, 2007
     thousand Euro
     Operating Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 13,155
     Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          13,155
     Other operating income
     Operating Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                (13,574)
     Purchases of goods for resale, new materials and consumables . . . . . . . . . . . . . . .                                    (4,604)
     Services and other goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                (2,600)
     Employee benefits expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   (6,300)
     Depreciation and amortization expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                            (70)
     OPERATING RESULT BEFORE NON-RECURRING . . . . . . . . . . . . . . . . . .                                                       (420)
     OPERATING RESULT (EBIT) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                               (420)
     Financial result . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               (65)
     Net result . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (485)




                                                                           157
      Nec Philips business unaudited balance sheet as of September 30, 2007
                                                                                                                               September 30, 2007
                                                                                                                                  thousand Euro
      ASSETS
      Non Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   519
      Goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            478
      Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                7
      Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                       34
      Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             4,971
      Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            996
      Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  3,778
      Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    197
      Total Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 4,971
      TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   5,490
      EQUITY AND LIABILITIES
      Shareholder’s Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  (483)
      Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            581
      Share premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  0
      Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             (1,064)
      Equity attributable to equity holders of the parent . . . . . . . . . . . . . . . . . . . . . .                                 (483)
      TOTAL EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    (483)
      Non-Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                      0
      Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              5,973
      Obligations under finance lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                        0
      Bank overdrafts and loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  1,540
      Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 3,428
      Current income tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     0
      Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,005
      Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  5,973
      TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                       5,973
      TOTAL EQUITY and LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                   5,490

(b) Warrants
Since September 30, 2007 Dolmen Group personnel have exercised 44,300 warrants with total subscription
proceeds of 451,000 Euro. A further 15,400 warrants issued in 1999 were not exercised by the final exercise date
and have consequently lapsed.

(c)   Share issue reserved for members of personnel
As reported in note 4.4 of the 2006/2007 annual report of the Dolmen Group, in October 2006 Dolmen personnel
subscribed to 28,637 Shares in Dolmen Group resulting in a capital contribution of approximately 0.25 million
Euro. A similar increase in capital has been made every year since 2000. The most recent share capital increase was
decided upon on December 28, 2007, resulting in a capital contribution of approximately 0.23 million Euro against
issuance of 21,802 new Shares.
                                                                                                              Shares issued for employees
      Year                                                                                                 Number of shares     Issuance price

      2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         28,637                 8,90
      2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         21,802                10,75




                                                                            158
Opinion on the pro forma combined financial statements




                         159
160
6. Information on Dolmen
6.1   General Information
Corporate name:                  Dolmen Computer Applications
Registered office:               A. Vaucampslaan 42
                                 1654 Huizingen
                                 Belgium
Enterprise number:               Dolmen is registered with the Register of Legal Persons of Brussels
                                 (rechtspersonenregister (RPR)/registre des personnes morales
                                 (RPM)) under the enterprise number 0460.306.570.
Year of incorporation:           Dolmen was incorporated on March 26, 1997, for an unlimited
                                 duration under the corporate name “Docol”. The name was changed
                                 to “Dolmen Computer Applications” by the extraordinary general
                                 shareholders’ meeting of July 1, 1997.
Legislation under which Dolmen
operates:                        Dolmen is incorporated under and is subject to the laws of Belgium.
Legal form:                      Corporation (naamloze vennootschap (NV)/société anonyme (SA)).
Financial year:                  From April 1 until March 31
Date of the annual meeting:      Second Wednesday of September
Statutory Auditor                KPMG CVBA, having its registered office at Bourgetlaan 40, 1130
                                 Brussels and registered with the Register of Legal Persons of Brussels
                                 under the enterprise number 0419.122.548, represented by Mr. Ludo
                                 Ruysen
Corporate purpose:               Article 3 of the articles of association of Dolmen states that the
                                 corporate purpose of the company is the following:
                                 “The objects of the company are :
                                 a) The purchase, sale, rental, representation, development or imple-
                                    mentation of application programs or system software, relating to
                                    the transfer and processing of data in the form of text, speech,
                                    image, or in any other form, hereby acting as software house,
                                    production studio, or any other production or distribution formula.
                                 b) The purchase, sale, development or implementation of applicability
                                    studies and method to this end, for the purpose of conducting
                                    computerization projects or any other projects relating to data
                                    transfer as indicated under point a) above, hereby acting as an
                                    advisory office or consultancy.
                                 c) The purchase, sale, rental, representation, development or imple-
                                    mentation of training or management development programs of all
                                    types, whether or not relating to points a) and b) above, hereby
                                    acting as a training institute.
                                 d) The sale and rental of services to third parties relating to points a),
                                    b) and c) above, hereby acting as a service agency in information
                                    technology or in other domains of data processing, or as a body
                                    shop.
                                 e) The purchase, sale, representation and sale of all equipment
                                    relating to the transfer and processing of data as stated under
                                    points a), b) and c) above.
                                 The objects of the company are also:
                                 I. Engineering office for electronic, chemical, technological applica-
                                 tions for distribution, production and industry, including:

                                            161
• air conditioning and heating

• electricity, high voltage, low voltage, low power

• refrigeration

• minicomputer applications and mechanization in distribution,
  industry and production laboratory research

• security systems

This list is indicative and not exhaustive, also with regard to the
objectives described hereinafter.

II. The construction, sale, installation, commissioning, and repair of
equipment built up from microprocessors and microcomputers for
applications in distribution, production and industry in the widest
sense.

III. The objects of the company are also contracting works, including:

• general contracting for road works;

• general contracting for woodwork;

• general contracting for metal constructions;

• general contracting for mechanical equipment;

• general contracting for hydro-mechanical installations;

• general contracting for electronic equipment;

• general contracting for transport and haulage installations in
  buildings;

• general contracting for electrical installations;

• general contracting for telecommunications equipment and data
  management;

• general contracting for special installations, domestic refuse pro-
  cessing installations, water treatment installations.

The above list is indicate and not exhaustive.

The company may also take interests by way of contribution, merger,
shareholding or any other way in all companies or associations that
have equivalent, supplementary or similar objects, or which are of a
nature to promote its own development.

The company may perform actions on its own behalf or on behalf of
third parties, it may perform commercial operations in wholesale and
retail, according to any distribution or service formula.

The company may also perform all real and personal, industrial,
commercial or financial operations relating to its objects and perform
all actions that can directly or indirectly foster the realization of
them.”

          162
6.2   Group Structure

                                                    Dolmen Computer
                                                     Applications NV




            99,60%                                             100%                                  100%




                 Frankim NV                     J Consults International NV    Dolmen NP Enterprise Communications
                                                                                          Belgium NV




                                                                                                      100%



                                                                               Dolmen NP Enterprise Communications
                                                                                         Luxembourg SA




Dolmen is the parent of the Dolmen Group and owns directly and indirectly the other companies of the group for
100% except Frankim NV for 99.60%.
Frankim NV is a limited liability company (naamloze vennootschap/société anonyme), incorporated under Belgian
law, having its registered office at Grote Steenweg 15-17, 9840 De Pinte and is registered with the Register of Legal
Persons (rechtspersonenregister) under number 0427.684.480.
JConsults International NV is a limited liability company (naamloze vennootschap/société anonyme), incorporated
under Belgian law, having its registered office at A. Vaucampslaan 42, 1654 Huizingen and registered with the
Register of Legal Persons (rechtspersonenregister) under number 0462.843.121.
Dolmen NP Enterprise Communications Belgium NV/SA is a limited liability company (naamloze vennootschap/
société anonyme), incorporated under the Belgian laws, having its registered office at A. Vaucampslaan 42, 1654
Huizingen and is registered with the Register of Legal Persons (Rechtspersonenregister) under number
0879.422.982. Dolmen NP Enterprise Communications Belgium NV/SA is formerly known as NEC Philips
Unified Solutions Belgium NV and was acquired by Dolmen on October 3, 2007. Dolmen NP Enterprise
Communications Luxembourg SA is a limited liability company, incorporated under the laws of Luxembourg,
having its registered office at Rue Eugène Ruppert 19, Luxembourg, Luxembourg L-2453 and is registered with the
R.C.S. Luxembourg under number B-115123. Dolmen NP Enterprise Communications Luxembourg SA was
formerly known as NEC Philips Unified Solutions Luxembourg SA and is a subsidiary to Dolmen NP Enterprise
Communications Belgium NV/SA.

6.3   Activities and Business
6.3.1 Introduction
Dolmen is an ICT service provider in Belgium. The Dolmen Group, which has its origins in the retail firm Colruyt,
employs approximately 992 employees, and realized (in the financial year ended on March 31, 2007) a turnover of
approximately 145 million Euro. The activities of the Dolmen Group are mainly focused on the automation and
optimization of business processes at both the application and infrastructure level and the broader IT services
market.
The activities of the Dolmen Group company can be found within numerous IT domains. The group’s products and
services cover both the infrastructure and application requirements of its customers. Products and services include
the development of applications on an extensive number of platforms in different environments and technologies as
well as the realization of complete computerization projects, from concept to implementation. Specifically, services
are offered relating to Microsoft, Oracle, Java, iSeries and mainframes.
Dolmen has focused on specific market segments or verticals in which the group wants to offer its complete solution
such as banking, distribution & logistics, government, life sciences, manufacturing, services and telecom.

                                                           163
Customers include, among others, Johnson & Johnson, the VRT, Belgacom, the “Vlaamse Gemeenschap”, UCB,
Deceuninck, Europool, Infoco, Dexia, Proximus, UZ Ghent, Picanol and Van Breda.
The following section is going to provide an overview of Dolmen’s history, organization, products and services.

6.3.2 Important Events in the Development of the Target’s Business
Major Highlights
Dolmen Computer Applications was founded as a result of the IT Department of Colruyt becoming an independent
unit in 1982 after the department started in 1980 to provide services for external clients. In 1997, these external
activities were separated from the services provided to the Colruyt Group itself and the company was renamed from
“Docol” into “Dolmen”. The operations division serving Colruyt was split off and now operates as a 100%
subsidiary of Colruyt.
In order to increase its market visibility and strengthen its brand, Dolmen went public on Euronext Brussels in 1999.
Dolmen then also acquired General Systems Europe. In 2000, Dolmen acquired Datasoft Solutions in 2000, to
strengthen its position in the SME market.
On June 7, 2004, Dolmen acquires JConsults International NV from Bureau Van Dijk Computer Services NV and
thus becomes the number one in Belgium in the field of Java and J2EE services.
In September 2005, General Systems Europe and Datasoft Solutions were merged into the parent company Dolmen
Computer Applications.
On December 7, 2006, the Small Business Solutions division (SME packages under the Dolmino brand) was
transferred to Desk Solutions, in which Porthus holds a majority stake.
In October 2007, Dolmen acquired all shares in NEC Philips Unified Solutions Belgium NV and NEC Philips
Unified Solutions Luxembourg SA, pioneers in the VoIP IP telephony business and Unified Communications
market. Upon acquisition, Dolmen renamed these entities respectively “Dolmen NP Enterprise Communications
Belgium NV/SA” and “Dolmen NP Enterprise Communications Luxembourg SA”.
In the course of November 2007, Dolmen also completed a share redemption program under which it redeemed
16.02% of the then-outstanding Shares.




                                                        164
Key Milestones

The table below provides an abbreviated overview of a number of historic milestone’s in the company’s existence:

     Date                                                                   Milestone

     October 2007 . . . . . . . . . . . . . .      Acquisition of Dolmen NP Enterprise Communications Belgium
                                                   NV formerly known as NEC Philips Unified Solutions Belgium
                                                   NV and Dolmen NP Enterprise Communications Luxembourg SA
                                                   formerly known as NEC Philips Unified Solutions Luxembourg
                                                   SA
     December 2006 . . . . . . . . . . . . .       Transfer of the Small Business Solutions division to Desk
                                                   Solutions NV
     September 2005. . . . . . . . . . . . .       Subsidiaries Datasoft Solutions and General Systems Europe
                                                   merge with parent company Dolmen
     June 2004 . . . . . . . . . . . . . . . . .   Acquisition of JConsults International
     March 2003. . . . . . . . . . . . . . . .     Transfer of the Dutch activities to DNM BV, led by the ex-
                                                   management of Dolmen Nederland
     June 2002 . . . . . . . . . . . . . . . . .   Waregem office moves to Harelbeke
     December 2001 . . . . . . . . . . . . .       New Zenneveld offices in Huizingen becomes operational
     July 2001 . . . . . . . . . . . . . . . . .   Dolmen Namur (Cognelée) opens
     December 2000 . . . . . . . . . . . . .       New configuration center in Zenneveld Huizingen becomes
                                                   operational
     February 2000 . . . . . . . . . . . . . .     Takeover of Datasoft Solutions in Turnhout
     October 1999 . . . . . . . . . . . . . .      Stock exchange listing on Euronext
     March 1999. . . . . . . . . . . . . . . .     Takeover of GSE Waregem and Gent (De Pinte)
     April 1998 . . . . . . . . . . . . . . . .    Dolmen Aartselaar opens
     July 1997 . . . . . . . . . . . . . . . . .   Infoco NV (IT Services for the Colruyt itself) splits off
     April 1993 . . . . . . . . . . . . . . . .    Start of Dolmen Nederland
     November 1982 . . . . . . . . . . . . .       Dolmen is founded as a result of the Colruyt IT department
                                                   becoming an independent unit

6.3.3 Business Overview

Introduction

Dolmen is currently organized around three main business lines: Application Services, Infrastructure Services and
Infrastructure Products. The latter two form what is referred to as the Infrastructure Solutions.

The focus at Dolmen lies on offering integrated solutions that fit in with the needs of the customer. The Dolmen
Group’s contribution and responsibility is determined in partnership with Dolmen’s customers. This can vary from
simple services to fully managed service solutions and complete IT outsourcing. Dolmen provides service and
support from regional offices, close to the customer and is brand-independent from any manufacturer. Dolmen has
however developed strong relationships with manufacturers and the official recognitions it has received from them
is a reflection of the Dolmen Group’s competence in the most up to date technologies.

     Independency

Dolmen is not dependent upon only one supplier. Dolmen’s suppliers are chosen for their proven stability and the
quality of their products. Together with these suppliers, Dolmen defines the most suitable solution for its customers.

The technologies and services which Dolmen provides, are the following :

     (i)    Technologies :

            •    Application, platforms (Microsoft, Java and open source, Oracle, Mainframe, IBM, Sybase)

            •    Infrastructure platforms (Windows, Linux, Netware, Unix, IBM System i, Mainframe)

            •    Communication platforms (Lan/Wan, Wireless, IP Communication)

            •    Products (Hardware, Software & Licensing)

                                                              165
      (ii)    Services :
              •    Application managed services (Business Process Management, Consultancy/audit, Design, Devel-
                   opment, Deployment, Testing, Project Management, Support & Helpdesk, Training)
              •    Infrastructure Managed Services (Consultancy/audit, Projects, Installation, Migration, Exploitation,
                   Helpdesk, Software- and hardware Support)
              •    Outsourcing (Global Outsourcing, Applications Out-tasking, Infrastructure Out-tasking)
              •    Education Services (IT Pro, Developers, Cad/Gis, Information Workers)
Dolmen can rely on its knowledge and experience to deliver the expected quality services and create levering
solutions for its clientele.
      (iii)   Integrated Customer Solutions:
(Integration, Information Worker, Mobility, Business Intelligence, Cad/Gis, Customer Relationship Management,
Enterprise Resource Planning, Data Center, Front End, Network, IP Communication, Security)

      Facts and figures (see also Section 6.9)
                                          First semester    First semester      Financial year      Financial year       Financial year
      Consolidated figures                  2007/2008         2006/2007           2006/2007           2005/2006           2004/2005(70)
      thousand Euro
      Turnover . . . . . . . . . . .       69,070.64         65,703.95           145,362.07          137,685.93          148,039.06
      Infrastructure
         Products . . . . . . . . . .      33,452.78         32,807.56            75,692.86            72,919.00           87,923.11
      Services . . . . . . . . . . . .     35,617.85         32,896.39            69,669.21            64,766.93           60,115.95
      Other Operating
         Income . . . . . . . . . . .         614.99            648.39             1,940.17            2,220.87       3,248.33
      Operating Charges . . . .            65,252.70         63,653.29           137,907.18          131,043.95(71) 142,797.82
      Operating Cash-flow
      (EBITDA) . . . . . . . . . .          6,172.82           4,605.57           13,603.70          12,828.432            12,675.64
      Operating result
         (EBIT) . . . . . . . . . . .       4,432.93           2,699.06            9,395.06            8,862.852            8,902.80
      Result before taxes . . . .           5,020.95           2,924.71           10,066.38             9,246.52            9,049.96
      Taxes . . . . . . . . . . . . . .    (1,692.17)           (766.59)          (3,142.12)           (3,225.89)          (3,359.98)
      Consolidated net
         profit . . . . . . . . . . . .     3,328.78           2,158.13             6,924.26            6,020.63            5,689.98

6.4    Share Capital and Shares
6.4.1 Share Capital and Shares
On the date of this Prospectus, the share capital of Dolmen amounts to 13,671,949.44 Euro and is fully paid-up. It is
represented by 7,094,003 ordinary registered, dematerialized, and bearer shares with coupons (without nominal
value). Each Share represents a fractional value of approximately 1.93 Euro or one 7,094,003th of the share capital.




(70) Restated on March 31, 2006 for IFRS. As a result of reclassifying the discounts received from suppliers (2,927k Euro) to the costs of
     products the Inventory decreased by 262.40k Euro at the end of the 2003/2004 reporting period. The ratio remains unchanged for the 2004/
     2005 reporting period. This indicated a fall of 173.21 in equity 50,195.69k Euro for 2004/2005 and the reduction in the deferred tax
     liabilities of 89.19 k Euro. From the 2005/21004 reporting period, the remuneration from transport and marketing subsidies is allocated to
     the appropriate expense. This entails the reclassification from other operating income to other operating expense to 404.77 k Euro.
     Recharge of the labor costs (which came under other operating income) was reclassified as revenue. As a result, revenue rose by 704.39 k
     Euro to 148,039.06k Euro.
(71) Restated on March 31, 2007, as a result of reclassifying the payment discounts under EBIT (in accordance with IFRS).

                                                                     166
6.4.2 Major Shareholders
The table below gives an overview of the major shareholders based on the latest transparency notification received
by Dolmen up to the date of this Prospectus.
                                                                               Shares                                  Total shares
                                                                          Number               %           Number                     %
                                                                                                                         Non-diluted      Diluted

      Colruyt and entities acting in concert
      with the Colruyt family
      Colruyt family . . . . . . . . . . . . . . . . . . .         .   350,374                 4.94         350,374          4.94           4.90
      ANIMA NV . . . . . . . . . . . . . . . . . . . . .           .    12,809                 0.18          12,809          0.18           0.18
      HERBECO NV . . . . . . . . . . . . . . . . . .               .    14,985                 0.21          14,985          0.21           0.21
      FARIK NV . . . . . . . . . . . . . . . . . . . . . .         .     5,353                 0.08           5,353          0.08           0.07
      H.I.M. NV . . . . . . . . . . . . . . . . . . . . . .        .   720,549                10.16         720,549         10.16          10.08
      H.I.M. NV Twee . . . . . . . . . . . . . . . . .             .   559,840                 7.89         559,840          7.89           7.83
      D.I.M. NV . . . . . . . . . . . . . . . . . . . . . .        .   933,853                13.16         933,853         13.16          13.06
      Total . . . . . . . . . . . . . . . . . . . . . . . . . .    . 2,597,763                36.62       2,597,763         36.62          36.34
      Dolmen Group(3)
      Dolmen Computer Applications NV . . .                        .        55,017             0.78          55,017          0.78           0.77
      G.S.E. NV . . . . . . . . . . . . . . . . . . . . . .        .             0                0               0             0              0
      J Consults Int. NV . . . . . . . . . . . . . . . .           .        10,500             0.15          10,500          0.15           0.15
      Total . . . . . . . . . . . . . . . . . . . . . . . . . .    .        65,517             0.92          65,517          0.92           0.92
      Sofina
      Rebelco SA (subsidiary of Sofina SA) .                       .   307,950                4.34          307,950         4.34            4.31
      Sofina SA . . . . . . . . . . . . . . . . . . . . . .        .   185,185                2.61          185,185         2.61            2.59
      Total . . . . . . . . . . . . . . . . . . . . . . . . . .    .   493,135                6.95          493,135         6.95            6.90
      Cegeka NV . . . . . . . . . . . . . . . . . . . . .          .   413,537                5.83          413,537         5.83            5.78
      Others. . . . . . . . . . . . . . . . . . . . . . . . .      . 3,524,051               49.68        3,579,301        49.68           50.07
      TOTAL(1) . . . . . . . . . . . . . . . . . . . . . . . .     . 7,094,003              100.00        7,149,253       100.00          100.00

      (1)   The number of Securities listed for each security-holder is based on the number of securities mentioned in their declarations
            as received by Dolmen up to the date of this Prospectus in accordance with legislation and Dolmen’s articles of association.
            Real has not received any confirmation from the concerned security-holders that they still have the indicated number of
            Securities. The percentage quoted alongside the Securities was calculated on the basis of the total number of outstanding
            Shares, respectively voting-right conferring Securities in Dolmen at the time of the transparency declaration, whether or not
            these represent capital (within the meaning of the Belgian Act of March 2, 1989 on the publication of major stakes in listed
            companies and the regulation of public takeover bids)(72).
      (2)   It should be noted that under the previous transparency declaration of Dolmen (dated, January 8, 2004), the personnel of
            Dolmen was deemed to act in concert with the “Colruyt family”. Accordingly, said transparency declaration indicated the
            following stake on the part of the “personnel”.

                                                                                             Shares       Warrants    Total Shares and Warrants
      Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165,060   162,850              327,910
      (3)   On December 28, 2007, the Belgian limited liability company, Cegeka NV has published a notice, stating that it acquired
            413,537 Shares(73).
      (4)   Real was informed that presently, Dolmen has as voting right bearing or potentially voting right conferring security, in
            addition to the 7,094,003 Shares, 55,250 outstanding and still-exercisable Warrants at the date of this Prospectus. They have
            been considered to calculate the diluted stake. They have however not been considered for transparency purposes and
            accordingly some of these Warrants may be held by the Shareholders mentioned in the above-table.


6.4.3 Capital Increase Reserved for Personnel Members
Since 2000, Dolmen has also issued on an annual basis, share stakes for the benefit of the personnel members of the
Dolmen Group in accordance with Article 609 of the Belgian Company Code (see Section 3.3.2).

(72) Being replaced by the Belgian Act of May 2, 2007 on the disclosure of important participations in issuers with shares admitted for trading
     on a regulated market and other various other provisions (Wet van 2 mei 2007 op de openbaarmaking van belangrijke deelnemingen in
     emittenten waarvan aandelen zijn toegelaten tot de verhandeling op een gereglementeerde markt en houdende diverse bepalingen/ /Loi du
     2 mai 2007 relative à la publicité des participations importantes dans des émetteurs dont les actions sont admises à la négociation sur un
     marché réglementé et portant des dispositions diverses); the implementing Royal Decree (which is to specify the date of entry into force of
     the aforementioned Act) has still not been published.
(73) All numbers and data mentioned in this section are provided, to the best of Real knowledge.

                                                                               167
To date (i.e. from 2000 through 2007) Dolmen has issued in aggregate 186,873 shares in accordance with Article 609
of the Belgian Company Code.
Typically, shares issued under Article 609 of the Belgian Company Code are issued at a discount of approximately
20% against the then applicable average stock exchange price, but cannot be transferred for a term of five years from
their subscription.
Real was informed that at the date of this Prospectus, Dolmen has 131,495 outstanding Shares still subject to the
statutory non-transferability provided under Article 609 of the Belgian Company Code (i.e. 1.85% of the
outstanding share capital of Dolmen on a non-diluted basis).(74)
                                                                                Number of shares
      Year                                    Number of shares issued           still under lock-up

      2001    ..   ..............                        30,485                            0                 No      transfer   restriction
      2002    ..   ..............                        24,083                            0                 No      transfer   restriction
      2003    ..   ..............                        25,410                       25,175          Subject to     transfer   restriction
      2004    ..   ..............                        37,799                       37,224          Subject to     transfer   restriction
      2005    ..   ..............                        18,657                       18,657          Subject to     transfer   restriction
      2006    ..   ..............                        28,637                       28,637          Subject to     transfer   restriction
      2007    ..   ..............                        21,802                       21,802          Subject to     transfer   restriction
                    Total . . . . . . . .              186,873                      131,495

6.4.4 Profit Participation Plans for Personnel Members
Since 2001/2002, Dolmen yearly established a profit participation plan for its personnel members in the framework
of which the personnel members have the possibility to receive part of the profits either in cash or in shares in
Dolmen (whilst benefiting from advantageous tax rates provided by law). The profit participation plans take place
in accordance with the Belgian Act of May 22, 2001 relating to participation of employees in the share capital and
profits of companies (Wet van 22 mei 2001 betreffende de werknemersparticipatie in het kapitaal en in de winst van
de vennootschappen/Loi du 22 mai 2001 relative aux régimes de participation des travailleurs au capital et aux
bénéfices des sociétés). The table below sets forth the number of shares granted to personnel members.
                                                                                             Number of employees         Number of shares
                                                                          Amount profit        who chose Dolmen             granted to
      Financial year                                                      participation       shares and not cash          employees(1)

      2001/2002. . . . . . . . . .     .................                  620,559.31                  303                      19,626
      2002/2003. . . . . . . . . .     .................                  433,735.00                  260                      19,856
      2003/2004. . . . . . . . . .     .................                  479,409.20                  289                      16,654
      2004/2005. . . . . . . . . .     .................                  309,064.83                  255                      10,247
      2005/2006. . . . . . . . . .     .................                  277,570.73                  252                       8,153
      2006/2007. . . . . . . . . .     .................                  469,753.14                  268                      13,943
      Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                                        88.479

      (1)    These Shares are, to the best knowledge of Real, subject to a two year non-transferability requirement, ending in the event of a public
             offering.


6.4.5 Movement of the Stock Market Price of the Securities of Dolmen over the Last Twelve Months
The figure below provides an overview of the stock market prices of Dolmen as of February 1, 2007 through
January 31, 2008.




(74) The information provided in this section is provided to the best of Real’s knowledge.

                                                                          168
                    Dolmen closing price Euronext Brussels (February 1, 2007 through January 31, 2008
          € 18.00




          € 17.00




          € 16.00




          € 15.00




          € 14.00




          € 13.00




          € 12.00




          € 11.00




          € 10.00
                     07


                       7

                     07


                       7


                       7


                       7


                       7


                       7


                       7

                     07


                       7

                     07


                       7

                     07


                       7


                      7


                       7


                       7

                     07


                     07


                       7

                     07


                       7

                     07

                     08


                       8


                       8
                    00


                    00
                    00




                    00


                    00


                    00


                    00


                    00


                    00




                    00




                    00




                    00


                   00


                    00


                    00




                    00




                    00




                  20
                  20




                  20




                  20
                  20




                  20




                  20


                  20




                  20
                  20




                 /2


                 /2
                 /2




                 /2




                 /2
                 /2




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                 /2


                 /2


                 /2


                 /2


                 /2




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                 /2




                /2


                /2


                 /2
               1/




               1/




               3/
               7/




               5/




               2/




               1/


               5/




               0/
               2/




              17


              31
              27




              /6
              15




              15


              28


              12


              26


              10


              24




              21




              19




              16


              30


              13




              /8
             /1




             1/
            /2




            /2




            /2
            2/




            6/




            7/




            8/
            3/




           11




           12




           1/


           1/
           2/




           9/


           9/
           3/


           3/


           4/


           4/


           5/


           5/




           6/




           7/




           8/


           8/




          10


          10




          11




          12
Data source: Euronext Brussels


6.4.6 Authorized Capital
At the extraordinary general shareholders’ meeting held on October 17, 2001, the board of directors has been
authorized to increase Dolmen’s share capital with a maximum amount of BEF 503 million (i.e. 12,469,044.50
Euro) within the framework of the authorized capital. This authorization has been inserted as Article 6 of Dolmen’s
articles of association. The authorization is valid for a term of five years as of October 17, 2001. This authorization
expired on October 17, 2006, without being renewed.
The extraordinary general shareholders’ meeting held on October 15, 2004 authorized the board of directors to
increase Dolmen’s share capital in the framework of the authorized capital, in the event the board of directors is
notified by the CBFA of a public takeover bid on the company’s securities (Article 607, paragraph 2, 2™ of the
Belgian company Code). This authorization is valid for three years as of October 15, 2004. This authorization
expired on October 15, 2007, without being renewed.

6.4.7 Redemption of Own Shares
On October 23, 2006, the general shareholders’ meeting authorized the board of directors of Dolmen and its
subsidiaries, to acquire, for the account of the company and/or its subsidiaries, a maximum of 832,985 own shares of
Dolmen at a minimum price of 2.00 Euro per share and a maximum price of 55.00 Euro per share. The minimum
price must at least be equal to half the average stock exchange trading price during 30 days prior to the decision to
acquire the company’s shares and the maximum price must be equal to at least the double of the thus defined
average. This authorization is valid for a term of 18 months as of October 23, 2006, thus expiring on April 22, 2008.
Real was informed that Dolmen and its subsidiaries currently hold 65,517 own shares of the company.

6.4.8 Share Redemption Program — Capital Decrease
On September 12, 2007 the general shareholders’ meeting authorized the board of directors to reduce the capital by
redemption of at least 1,200,000 and up to 1,800,000 Dolmen shares for a maximum amount of 25 million Euro in
accordance with Article 621, 1™ and 612 of the Belgian Company code. The board of directors was given the
authority to decide whether it would or would not reduce the capital. This authorization is valid until March 31,
2008. The shares that are subject to provisions of non-transferability cannot be the object of the redemption of own
shares. These are the warrants issued by Dolmen and that have not been exercised on the date of the commencement
period of the redemption of own shares, the shares issued in the framework of the capital increases reserved for

                                                          169
personnel members of Dolmen of October 23, 2006, September 28, 2005, October 15, 2004, October 15, 2003 and
October 16, 2002, and the shares issued in the framework of the profit participation plans for the financial year
2005/2006 and 2006/2007 (see in this respect above in Section 6.4.4).

A total amount of 1,341,086 shares, representing 2,531,042.77 Euro was bought by Dolmen. On November 9, 2007
the board of directors’ meeting stated that the share capital was reduced to 13,325,247.94 Euro represented by
7,060,451 shares without nominal value by redemption of own shares. All the acquired shares (i.e. 1,341,086 shares)
were annulled according to Article 625 of the Belgian Company Code (and to the extent applicable Article 463,
second paragraph, 4™ of the Belgian Company Code).


6.5   Warrants

6.5.1 Warrants 2000

On October 10, 2000, Dolmen’s extraordinary general shareholders’ meeting created 15,000 warrants, called
“Warrants 2000” for the benefit of the following persons:

      Beneficiaries                                                                                                          Present status

      Jef Colruyt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   Outstanding   (1,250)
      René De Wit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       Cancelled
      Julo Colruyt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    Outstanding   (1,250)
      Frans Colruyt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     Outstanding   (1,250)
      François Gillet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     Outstanding   (1,250)
      Jan Borremans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       Outstanding   (1,250)
      Dirk Debraekeleer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         Outstanding   (1,250)
      Mark De Keersmaecker . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              Outstanding   (1,250)
      Jan Bogaert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     Outstanding   (1,250)
      Hans Loris . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    Cancelled
      Patrick Cornelis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      Cancelled
      Guido Smagghe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         Cancelled

The relevant features of these Warrants 2000 have been summarized below.

      •    The Warrants 2000 have a term of five years as of their issuance. In accordance with the provisions under
           the Belgian Program Act of December 24, 2002 (Programmawet van 24 december 2002/Loi programme du
           24 décembre 2002) Dolmen’s board of directors has extended the exercise period for the Warrants 2000
           with a term of three years. The Warrants 2000 can still be exercised, at the option of the Warrantholder,
           from September 1, 2008 through and including September 30, 2008.

      •    Each Warrant entitles the holder thereof to one Dolmen Share.

      •    The exercise price of the Warrants 2000 is equal to (i) the average stock exchange trading price during
           30 days prior to the extraordinary general shareholders’ meeting of October 10, 2000, i.e. 18.341 Euro, in
           respect of the Warrants 2000 subscribed for by the personnel members of the Dolmen Group, or (ii) the
           average stock exchange trading price during 30 days prior to December 10, 2000, in respect of the Warrants
           2000 subscribed for by the non-personnel members. In the event where the exercise price applying to the
           Warrants 2000 held by non-personnel members would be lower than the exercise price applying to the
           Warrants 2001 held by the personnel members, then both prices are to be equated.

      •    It is provided that in the event of a merger, de-merger, takeover or similar transaction in respect of Dolmen,
           measures ought to be taken such as to avoid, to the extent possible, any negative effects for the
           beneficiaries.

The table below provides an overview of the Warrants 2000 at the date of this Prospectus:

                                                              Number           Subscription
      Year                                                  of warrants           price                              Prolongation

      2000 . . . . . . . . . . . . . . . . . . . . . . .      10,000             A 18.34           September 1st through and
                                                                                                   including September 30, 2008

                                                                           170
6.5.2 Warrants 2001

On October 17, 2001, Dolmen’s extraordinary general shareholders’ meeting issued 15,000 warrants, called
“Warrants 20001”, for the benefit of the following persons:

    Beneficiaries                                                                                                          Present status

    Jef Colruyt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   Outstanding   (1,250)
    René De Wit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       Cancelled
    Julo Colruyt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    Outstanding   (1,250)
    Frans Colruyt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     Outstanding   (1,250)
    François Gillet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     Outstanding   (1,250)
    Jan Borremans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       Outstanding   (1,250)
    Dirk Debraekeleer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         Outstanding   (1,250)
    Mark De Keersmaecker . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              Outstanding   (1,250)
    Jan Bogaert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     Outstanding   (1,250)
    Hans Loris . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    Cancelled
    Patrick Cornelis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      Cancelled
    Guido Smagghe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         Refused

The relevant features of these Warrants 2001 have been summarized below.

    •    The Warrants 2001 have a term of five years as of their issuance. In accordance with the provisions under
         the Belgian Program Act of December 24, 2002 (Programmawet van 24 december 2002/Loi programme du
         24 décembre 2002) Dolmen’s board of directors has decided to extend the exercise period for the Warrants
         2000 with a term of three years. The Warrants 2001 can still be exercised, at the option of the
         Warrantholder, from September 1, 2009 through and including September 30, 2009.

    •    Each Warrant 2001 entitles its holder to one Dolmen Share.

    •    The exercise price of the Warrants 2001 is equal to (i) the average stock exchange trading price during
         30 days prior to the extraordinary general shareholders’ meeting of October 17, 2001, i.e. 9.72 Euro, in
         respect of the Warrants 2001 subscribed for by the personnel members of the Dolmen Group, or (ii) the
         average stock exchange trading price during 30 days prior to December 17, 2001, in respect of the Warrants
         2001 subscribed for by the non-personnel members. In the event where the exercise price applying to the
         Warrants 2001 held by non-personnel members would be lower than the exercise price applying to the
         Warrants 2001 held by the personnel members, then both prices are to be equated.

    •    It is provided that in the event of a merger, de-merger, takeover or similar transaction in respect of Dolmen,
         measures ought to be taken such as to avoid, to the extent possible, any negative effects for the
         beneficiaries.

The table below provides an overview of the warrants at the date hereof:

                                                            Number           Subscription
    Year                                                  of warrants           price                              Prolongation

    2001 . . . . . . . . . . . . . . . . . . . . . . .      10,000              A 9.72           September 1st through and
                                                                                                 including September 30, 2009

6.5.3 Warrants 2005

On September 28, 2005, Dolmen’s extraordinary general shareholders’ meeting issued 13,500 warrants, called
“Warrants 2005”, for the benefit of the following persons:

    Beneficiaries                                                                                                          Present status

    Jan De Ville . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    Outstanding   (5,000)
    Dirk Debraekeleer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         Outstanding   (2,500)
    Mark De Keersmaecker . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              Outstanding   (2,500)
    Jan Bogaert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     Outstanding   (1,750)
    Gino Boone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      Cancelled

The relevant features of these Warrants 2004 have been summarized below.

                                                                         171
    •    The Warrants 2005 have a term of five years as of their issuance and can be exercised as of January 1, 2009
         through and including January 30, 2009, or alternatively, as of September 1, 2010 through and including
         September 30, 2010, at the option of the Warrantholder.
    •    Each Warrant 2005 entitles the holder thereof to one Dolmen Share.
    •    The exercise price of these Warrants 2005 is equal to 9.98 Euro per Warrant 2005 (i.e. the average stock
         exchange trading price during 30 days prior to the concerned extraordinary general shareholders’ meeting).
    •    In the event of a merger, de-merger, takeover or similar transaction in respect of Dolmen, measures ought
         to be taken such as to avoid, to the extent possible, any negative effects for the beneficiaries.
The table below provides an overview of the status of the Warrants 2005 at the date of this Prospectus:
                                                           Number           Subscription
    Year                                                 of warrants        price (Euro)                          Exercise term

    2005 . . . . . . . . . . . . . . . . . . . . . . .      11,750               9.98            January 1st, 2009 through and
                                                                                                 including January 30, 2009
                                                                                                 September 1st, 2010 through and
                                                                                                 including September 30, 2010

6.5.4 Warrants 2006
On October 23, 2006, Dolmen’s general shareholders’ meeting issued 13,500 warrants, called “Warrants 2006”, in
favor of the following persons:
    Beneficiaries                                                                                                         Present status

    Jan De Ville . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   Outstanding   (5,000)
    Dirk Debraekeleer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        Outstanding   (2,500)
    Mark De Keersmaecker . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             Outstanding   (2,500)
    Jan Bogaert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    Outstanding   (1,750)
    Gino Boone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     Refused
    •    These Warrants 2006 have a term of five years as of their issuance and can be exercised as of January 1,
         2010 through and including January 30, 2010, or alternatively, as of September 1, 2011 through and
         including September 30, 2011, at the option of the Warrantholder.
    •    Each Warrant 2006 entitles the holder thereof to one Dolmen Share.
    •    The exercise price of these Warrants 2006 is equal to 10.50 Euro per Warrant 2006 (i.e. the average stock
         exchange trading price during 30 days prior to the concerned extraordinary general shareholders’ meeting).
    •    In the event of a merger, de-merger, takeover or similar transaction in respect of Dolmen, measures ought
         to be taken such as to avoid, to the extent possible, any negative effects for the beneficiaries.
The table below provides an overview of the status of the Warrants 2006 at the date of this Prospectus:
                                                           Number           Subscription
    Year                                                 of warrants        price (Euro)                          Exercise term

    2006 . . . . . . . . . . . . . . . . . . . . . . .      11,750              10.50            January 1st, 2010 through and
                                                                                                 including January 30, 2010
                                                                                                 September 1, 2011 through and
                                                                                                 including September 30, 2011

6.5.5 Warrants 2007
On November 14, 2007, Dolmen’s extraordinary shareholders’ meeting issued 11,750 warrants, called “Warrants
2007”, for the benefit of the following persons:
    Beneficiaries                                                                                                         Present status

    Jan De Ville . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   Outstanding   (5,000)
    Dirk Debraekeleer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        Outstanding   (2,500)
    Mark De Keersmaecker . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             Outstanding   (2,500)
    Jan Bogaert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    Outstanding   (1,750)

                                                                         172
      •    These Warrants 2007 can be exercised as of January 1, 2011 through and including January 30, 2011, or
           alternatively, as of September 1, 2012 through and including September 30, 2012, at the option of the
           Warrantholder.
      •    Each Warrant 2007 entitles the holder thereof to one Dolmen Share.
      •    The exercise price of these Warrants 2007 is equal to 12.81 Euro per Warrant 2007 (i.e. the average stock
           exchange trading price during 30 days prior to the concerned extraordinary general shareholders’ meeting).
      •    In the event of a merger, de-merger, takeover or similar transaction in respect of Dolmen, measures ought
           to be taken such as to avoid, to the extent possible, any negative effects for the beneficiaries.
The table below provides an overview of the status of the Warrants 2007 at the date of this Prospectus:

                                                             Number        Subscription
      Year                                                 of warrants     price (Euro)                    Exercise term

      2007 . . . . . . . . . . . . . . . . . . . . . . .    11,750             12.81       January 1st, 2011 through and
                                                                                           including January 30, 2011
                                                                                           September 1st, 2012 through and
                                                                                           including September 30, 2012

6.5.6 Warrants 1999, Warrants 2002, Warrants 2003 and Warrants 2004
For the sake of completeness, the number of respectively 26,300 Warrants 1999, 6,250 Warrants 2002, 10,500
Warrants 2003 and 11,750 Warrants 2004 have been exercised. The notarial deeds of February 5, 2007, October 9,
2007 and January 23, 2008 establish the capital increase resulting thereof.

6.5.7 Non-exercisable Warrants
Real was informed that there are currently 55,250 Warrants outstanding. Any other Warrants issued by Dolmen (i.e.
other than these 55,250 Warrants) are no longer exercisable, either as a result of a dismissal of the Warrantholder
and/or the termination of the relevant employment agreement with the Warrantholder, or by the result of the waiver
of the grantee of its grant. Real was informed that the remaining issued but not yet exercised Warrants have lapsed,
were refused or were granted to Dolmen employees/consultants no longer working for Dolmen, as a result of which
the concerned Warrants can no longer be exercised.

6.5.8 Accelerated Exercisability
Real was informed by the board of directors of Dolmen that the latter at its board meeting of January 31, 2008 has
decided to, as a result of the Takeover Bid, accelerate all outstanding Warrants in accordance with the provision of
the Warrant plans that in the event of a merger, takeover or similar transaction, measures shall be taken to avoid
adverse effects for the beneficiaries to the extent possible. It is the understanding of Real that Warrant holders who
want to benefit from such acceleration must do so during the Acceptance Period.
The Takeover Bid also relates to the Dolmen Shares issued in connection with the accelerated exercise of these
Warrants to the extent that the Warrants are exercised and the resulting Shares are subsequently tendered to Real
during the Acceptance Period.

6.6    Overview of Voting Right Bearing or Voting Right Conferring Financial Instruments(75)
The table below provides an overview of Dolmen’s voting right bearing or voting right conferring securities (within
the meaning of Article 3 of the Takeover Decree) (based upon inter alia the publicly available transparency
declarations prepared in accordance with Belgian Act of March 2, 1989 on the disclosure of important share-
holdings in listed companies and on public takeover bids(76)). This overview must be read together with the
comments made with regard to the respective class of Securities under Section 6.4 and Section 6.5.

(75) All numbers and data in this Section are provided to the best of Real knowledge.
(76) Being replaced by the Belgian Act of May 2, 2007 on the disclosure of important participations in issuers with shares admitted for trading
     on a regulated market and other various other provisions (Wet van 2 mei 2007 op de openbaarmaking van belangrijke deelnemingen in
     emittenten waarvan aandelen zijn toegelaten tot de verhandeling op een gereglementeerde markt en houdende diverse bepalingen/ /Loi du
     2 mai 2007 relative à la publicité des participations importantes dans des émetteurs dont les actions sont admises à la négociation sur un
     marché réglementé et portant des dispositions diverses); the implementing Royal Decree (which is to specify the date of entry into force of
     the aforementioned Act) has still not been published.

                                                                         173
                                                                                                          Status on the date
                                                                                                            of this report               Note

      Actual voting rights attached to:
      Shares representing the share capital . . . . . . . . . . . . . . . . . . . . . . .                    7,094,003
      Potential future voting rights attached to shares representing
        the share capital, to be issued upon:
      Warrants 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     0           Section     6.5.6
      Warrants 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                10,000           Section     6.5.1
      Warrants 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                10,000           Section     6.5.2
      Warrants 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     0           Section     6.5.6
      Warrants 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     0           Section     6.5.6
      Warrants 2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     0           Section     6.5.6
      Warrants 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                11,750           Section     6.5.3
      Warrants 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                11,750           Section     6.5.4
      Warrants 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                11,750           Section     6.5.5
      Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          55,250

6.7   Board of Directors and Management
A description of the corporate governance of Dolmen can be found in Dolmen’s financial statements for the year
ending on March 31, 2007 and in its corporate governance charter, available on the website of Dolmen
(www.dolmen.be and, with regard to the financial statements, also at www.nbb.be, “Central Balance Sheet Office”,
and at www.reasoftwaregroup.com).

6.7.1 Composition of the Board of Directors
                                                                         Executive or
                                                                         non-executive
      Name                                                                 director                       Capacity                     Term

      Jan De Ville . . . . . . . . . . . . . . . . . . . . . Executive                           Managing                 From 2005 to
                                                             director                            Director                 2009
      Jef Colruyt . . . . . . . . . . . . . . . . . . . . . . Non-executive                      Chairman and             From 2005 to
                                                                                                 Director                 2009
      Piet Colruyt. . . . . . . . . . . . . . . . . . . . . . Non-executive                      Director                 From 2005 to
                                                                                                                          2009
      Frans Colruyt . . . . . . . . . . . . . . . . . . . . Non-executive                        Director                 From 2005 to
                                                                                                                          2009
      François Gillet . . . . . . . . . . . . . . . . . . . Non-executive                        Director                 From 2005 to
                                                                                                                          2009
      Merisco BVBA, represented by                      Non-executive                            Independent              From 2005 to
        Mr. Guido Beazar . . . . . . . . . . . . . . .                                           director                 2009
      Temad BVBA, represented by                        Non-executive                            Independent              From 2006 to
        Mr. Thierry Janssen . . . . . . . . . . . . . .                                          director                 2009
      Wim Colruyt . . . . . . . . . . . . . . . . . . . . . Non-executive                        Director                 From 2005 to
                                                                                                                          2009

6.7.2 Composition of the Executive Management
      Name                                                                                                                     Title

      Jan De Ville . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     General manager
      Dirk Debraekeleer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        Infrastructure Manager
      Marc De Keersmaecker . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             Applications Manager
      Jan Bogaert. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     Human Resources Manager
It should be noted that Dolmen and its current CEO-Managing, Mr. Jan De Ville, entered into an agreement
regarding the termination of Mr. Jan De Ville’s employment agreement. Mr. Jan De Ville will resign as CEO of
Dolmen as from April 1, 2008. The maximum total cost to Dolmen of the termination package that has been agreed
with Mr. Jan De Ville (including any applicable taxes and social security contributions) amounts to approximately

                                                                            174
450,000 Euro (excluding pre-pension payable as from September 1, 2011 through August 31, 2016, of which the
total cost to Dolmen amounts to approximately 25,000 Euro.

6.7.3 Audit Committee
The board of directors decided in 2005 to install an audit committee for the Dolmen Group. The audit committee
monitors the accuracy of the accounting and financial information. The audit committee conferences at least four
times a year to discuss the quarterly figures and the year figures and it has at least twice a year a discussion with the
statutory auditor to be informed about its findings.
The audit committee is currently composed as follows:
      Name                                                                                                                       Title

      François Gillet. . . . . . . . . . .     .............................................                                   Chairman
      Wim Colruyt . . . . . . . . . . . .      .............................................                                   Member
      Thierry Janssen . . . . . . . . . .      .............................................                                   Member
      Piet Colruyt. . . . . . . . . . . . .    .............................................                                   Secretary

6.7.4 “Future Council”
Within the Dolmen Group a “future council” (“toekomstraad”/“conseil d’avenir”) has been set up. The members of
this future council are the chairman of Dolmen’s board of directors as well as all executive managers. Said future
council purports to be a corporate body focusing on the prospects, the general strategy and the objectives of the
Dolmen Group.
Said future council is presently composed as follows:
      Name                                                                                                             Title

      Jef Colruyt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   Chairman
      Jan De Ville . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    General Manager
      Dirk Debraekeleer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       Infrastructure Manager
      Marc De Keersmaecker . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            Applications Manager
      Jan Bogaert. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    Human Resources Manager

6.7.5 Corporate Governance
In line with the requirements set forth in the Code Lippens entered into force, the Dolmen Group has provided for
specific corporate governance in the “Dolmen Computer Applications NV corporate governance charter”, approved
by Dolmen’s board of directors in December 2004.

6.7.6 Statutory Auditor
Dolmen’s current statutory auditor is CVBA Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren, with registered
office at Bourgetlaan 40, 1130 Brussels, represented by Mr. Ludo Ruysen. On the general shareholders’ meeting of
September 12, 2007, the statutory auditor has been reappointed for a period ending on the general shareholders’
meeting of 2010.

6.8   Persons Acting in Concert with Dolmen
Real has no knowledge of persons acting in concert with Dolmen.




                                                                           175
6.9    Financial Information
6.9.1 Selected Financial Information
                                          First semester   First semester    Financial year        Financial year        Financial year
      Consolidated figures                  2007/2008        2006/2007         2006/2007             2005/2006           2004/2005 (77)
                                                                               thousand Euro
      Turnover . . . . . . . . . .         69,070.64        65,703.95         145,362.07              137,685.93         148,039.06
      Infrastructure
         Products . . . . . . . .          33,452.78        32,807.56           75,692.86              72,919.00           87,923.11
      Services . . . . . . . . . .         35,617.85        32,896.39           69,669.21              64,766.93           60,115.95
      Other Operating
         Income . . . . . . . . .             614.99           648.39           1,940.17               2,220.87            3,248.33
      Operating Charges. . .               65,252.70        63,653.29         137,907.18          131,043.95 (78)        142,797.82
      Operating Cash-flow
         (EBITDA) . . . . . . .             6,172.82         4,605.57           13,603.70             12,828.432           12,675.64
      Operating result
         (EBIT) . . . . . . . . .           4,432.93         2,699.06            9,395.06              8,862.852            8,902.80
      Result before taxes . .               5,020.95         2,924.71           10,066.38               9,246.52            9,049.96
      Taxes . . . . . . . . . . . .        (1,692.17)         (766.59)          (3,142.12)             (3,225.89)          (3,359.98)
      Consolidated net
         profit. . . . . . . . . . .        3,328.78         2,158.13            6,924.26                6,020.63           5,689.98

      Unaudited income statement for the Dolmen Group for the period
      October 1, 2006 until September 30, 2007
                                                                              6 months ended                          12 months ended
                                          6 months ended   12 months ended       03/31/2007       6 months ended         09/30/2007
                                           09/30/2006(A)     03/31/2007(B)     =(col2-col1)(C)     09/30/2007(D)       =(col3+col4)(E)
      thousand Euro
      Operating Revenue . .           .       66,352           147,302              80,950              69,686              150,636
      Turnover. . . . . . . . . . .   .       65,704           145,362              79,658              69,071              148,729
      Other operating
        income . . . . . . . . . .    .          648             1,940               1,292                 615                1,907
      Operating Charges. . .          .      (63,653)         (137,907)            (74,254)            (65,253)            (139,507)
      Purchases of goods for
        resale, new materials
        and consumables . . .         .      (30,408)          (70,069)            (39,661)            (30,862)             (70,523)
      Services and other
        goods . . . . . . . . . . .   .        (7,771)         (16,266)             (8,495)             (9,572)             (18,067)
      Employee benefits
        expense . . . . . . . . .     .      (23,282)          (46,784)            (23,502)            (22,778)             (46,280)
      Depreciation and
        amortization
        expense . . . . . . . . .     .        (2,341)           (4,708)            (2,367)             (1,705)              (4,072)
      Provisions and
        allowances . . . . . . .      .          435                500                  65                 (35)                  30
      Other operating
        expenses . . . . . . . . .    .          (286)             (580)              (294)               (301)                 (595)




(77) Restated on March 31, 2006 for IFRS. As a result of reclassifying the discounts received from suppliers (2,927 k Euro) to the costs of
     products the Inventory decreased by 262.40 k Euro at the end of the 2003/2004 reporting period. The ratio remains unchanged for the 2004/
     2005 reporting period. This indicated a fall of 173.21 in equity 50,195.69 k Euro for 2004/2005 and the reduction in the deferred tax
     liabilities of 89.19 k Euro. From the 2005/21004 reporting period, the remuneration from transport and marketing subsidies is allocated to
     the appropriate expense. This entails the reclassification from other operating income to other operating expense to 404.77 k Euro.
     Recharge of the labor costs (which came under other operating income) was reclassified as revenue. As a result, revenue rose by 704.39 k
     Euro to 148,039.06 k Euro.
(78) Restated on March 31, 2007, as a result of reclassifying the payment discounts under EBIT (in accordance with IFRS).



                                                                     176
                                                                            6 months ended                       12 months ended
                                      6 months ended    12 months ended        03/31/2007      6 months ended       09/30/2007
                                       09/30/2006(A)      03/31/2007(B)      =(col2-col1)(C)    09/30/2007(D)     =(col3+col4)(E)
    thousand Euro
    OPERATING RESULT
      BEFORE
    NON-RECURRING . . .                    2,699                9,395             6,696              4,433            11,129
    Non-recurring
      revenues . . . . . . . . . .                                                     0                                    0
    Restructuring charges. . .                                                         0                                    0
    Other non-recurring
      charges . . . . . . . . . . .                                                    0                                    0
    OPERATING RESULT
      (EBIT) . . . . . . . . . . .         2,699                9,395             6,696              4,433            11,129
    Financial income . . . . . .             410                1,016               606                724             1,330
    Financial charges. . . . . .            (184)                (345)             (161)              (136)             (297)
    Profit (Loss) before
      income taxes . . . . . .             2,925              10,066               7,141              5,021           12,162
    Income taxes . . . . . . . .            (767)             (3,142)             (2,375)            (1,692)          (4,067)
    Profit (Loss) for the
      year from continuing
      operations . . . . . . . .           2,158                6,924             4,766              3,329             8,095
    Earnings per share in
      Euro
    Normal . . . . . . . . . . . .         0,261                0,840             0,579              0,402             0,981
    Diluted . . . . . . . . . . . .        0,261                0,840             0,579              0,401             0,980

     (A)
           A limited review of the September 30, 2006 income statement was undertaken by the statutory auditor
     (B)
           A full audit of the March 31, 2007 income statement was undertaken by the statutory auditor
     (C)
           Unaudited
     (D)
           A limited review of the September 30, 2007 income statement was undertaken by the statutory auditor
     (E)
           Unaudited

In the 12 months to September 30, 2007 the Dolmen Group achieved consolidated sales of 148.7 million Euro.
Within this amount are included Infrastructure product sales of 76.3 million Euro (51.3% of total) and service sales
of 72.4 million Euro (48.7% of total).
Infrastructure product sales can fluctuate significantly from one year to another depending on the completion of
specific deals. Product sales remain an important part of Dolmen’s strategy. As well as strengthening relations with
Dolmen’s suppliers, they also enhance technical know-how. So-called value products (servers, storage, network and
security) play a particularly important role here, as well as contributing additionally to profits. These products sales
are also closely connected to the project business reported in services and are taking up an increasingly large portion
of the product portfolio. For low value (commodity) products, Dolmen’s d-click service allows its customers to
order online at low prices and margins.
Infrastructure Service sales amounted to 25.6 million Euro. Infrastructure Services include services such as data
centre, front end, network/security and IP communication as well as managed services at operating level. Within
Infrastructure Services both the project business and the outsourcing solutions are gaining ground. Dolmen keeps
winning ground particularly in setting up and managing data centre solutions (consolidation/virtualization of
server-storage solutions) and continues to take up a position as the market leader in the Belgian mid-market. In
order to continue to support this growth, Dolmen continues to hire junior systems engineers.
Application sales amounted to 45.6 million Euro and include services such as Java and Microsoft projects.
Applications also include the licenses of commercial application software packages. Dolmen has expertise in the
development and implementation of applications.
Sales from other services amounted to 1.2 million Euro. These mainly comprise education solutions for internal and
external clients. Depending on the number of staff for certain periods, the contribution made by this business is
subject to fluctuation.
Other Operating Income amounted to 1.9 million Euro. This includes items such as gains on disposal of fixed assets,
returns of defective equipment under warranty, remuneration received and proceeds from the disposal of small
business solutions division to NV Desk Solutions.

                                                                   177
The cost of services and other goods of 18.1 million Euro included third party purchases (services and subcon-
tractors), car expenses, and fees, remuneration and subscriptions.
Employee benefit expenses of 46.3 million Euro comprise wage and salary costs, including provisions for holiday
pay and year-end bonuses. It also includes “early retirement costs” and “Employer participation costs”: under the
Belgian Act of May 22, 2001 relating to participation of employees in the share capital and profits of companies, a
profit sharing system set up within the Dolmen Group and under which Dolmen employees can opt to receive their
profit sharing in cash or shares.
EBIT in the 12 months ended September 30, 2007 amounted to 11.1 million Euro. The EBIT margin amounted to
7.48%. Operating profit contribution by segment was Infrastructure Products (2.8 million Euro), Infrastructure
Services (3.8 million Euro), Application Services (7.8 million Euro) offset by corporate costs and other items for
3.3 million Euro.
This operating profit for the 12 months ended September 30, 2007 has benefited from a strong second half to the
financial year ended March 31, 2007 and has also benefited from very strong results for the first semester of the
financial year ending September 30, 2007 which were above expectations. This was due to strong sales in
infrastructure products and the placing of junior IT staff more quickly than expected onto service provision
assignments. Operating profit in the period October 1, 2006 to March 31, 2007 was 6.7 million Euro compared to
4.4 million Euro in the period of April 1, 2007 through September 30, 2007.
The consolidated profit after taxes is 8.1 million Euro (5.44% of sales). Net profit was helped by the positive effect
of the new notional interest deduction (0.5 million Euro). The total tax expense amounted to 4.1 million Euro or
33.4% of the profit before taxes.

Dolmen consolidated balance sheet for the periods ended September 30, 2007
                                                                                                                               03/31/2007   09/30/2007
thousand Euro
                                                                    ASSETS
Non Current Assets . . . . . . . . . . . . . . . . .            ................................                                22,841       22,355
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . .    ................................                                 1,447        1,447
Intangible assets . . . . . . . . . . . . . . . . . . . . .     ................................                                   785          669
Property, plant and equipment . . . . . . . . . . .             ................................                                20,584       20,239
Other investments . . . . . . . . . . . . . . . . . . . .       ................................                                    25           —
Deferred tax assets . . . . . . . . . . . . . . . . . . .       ................................                                    —
Current Assets . . . . . . . . . . . . . . . . . . . . .        ................................                                77,880       80,651
Inventories . . . . . . . . . . . . . . . . . . . . . . . . .   ................................                                 3,767        4,233
Trade and other receivables. . . . . . . . . . . . .            ................................                                41,459       40,356
Cash and cash equivalents. . . . . . . . . . . . . .            ................................                                32,654       36,062
Non Current Assets as held for sale . . . . .                   ................................                                    —            —
Total Current Assets . . . . . . . . . . . . . . . . .          ................................                                77,880       80,651
TOTAL ASSETS. . . . . . . . . . . . . . . . . . . .             ................................                               100,721      103,006
                                                     EQUITY AND LIABILITIES
Shareholder’s Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            57,626       56,957
Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     15,517       15,517
Share premium Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 42,109       41,440
Equity attributable to equity holders of the parent . . . . . . . . . . . . . . . . . . . . . . . . .                           57,626       56,957
TOTAL EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              57,626       56,957
Non-Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              6,721        6,053
Convertible loan notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              —            —
Obligations under finance lease Bank loans and Other Borrowings . . . . . . . . . . . . . . . .                                  4,463        3,719
Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       924        1,142
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,334        1,192
Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         36,374       39,996
Obligations under finance lease Bank overdrafts and loans . . . . . . . . . . . . . . . . . . . . . .                            1,488        1,488
Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            31,758       34,426
Current income tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             3,128        4,082




                                                                            178
                                                                                                                        03/31/2007   09/30/2007
thousand Euro
Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    36,374       39,996
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          43,095       46,049
TOTAL EQUITY and LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    100,721      103,006

(A)
      A full audit of the March 31, 2007 balance sheet was undertaken by the statutory auditor
(B)
      A limited review of the September 30, 2007 balance sheet was undertaken by the statutory auditor


The goodwill was recognized upon acquisition of JConsults International NV in June 2004.

Intangible assets relate mainly to internally-developed application software.

Property, plant & equipment amounts to 20.2 million Euro compared to 20.6 million Euro at March 31, 2007 at
which point it related mainly to land and buildings (10.5 million Euro), furniture & vehicles (8.1 million Euro),
assets under construction (1.4 million Euro) and other property, plant and equipment (0.6 million Euro). Acquisition
of fixed assets in the 6 months to September 30, 2007 amounted to 1.7 million Euro and disposals were 0.4 million
Euro so the analysis of property, plant and equipment at March 31, 2007 is considered representative of the position
at September 30, 2007. Assets under construction include the capitalized development costs of a new internal ERP
system to come into operation in 2008.

Inventory amounts to 4.23 million Euro and consists of 2.43 million Euro goods for resale and 1.81 million Euro of
prepayments.

Trade and other receivables amount to 40.36 million Euro and consist of 36.7 million of trade receivables and
prepayments, 2.0 million Euro contracts in progress and 1.65 million Euro of other receivables (mainly in respect of
guarantees given in the context of government contracts).

Cash and cash equivalents amounts to 36.06 million Euro and consists mainly of current and deposit account with
financial institutions

Non-current borrowings amount to 3.72 million Euro and relate mainly to an investment loan from a financial
institution to finance the commercial site in Huizingen.

Provisions amount to 1.14 million Euro and relate to early retirement provisions of 0.94 million Euro and 0.2 million
Euro of guarantees related to work in progress.

The deferred tax liability of 1.19 million Euro relates mainly to fixed assets and is calculated from temporary
differences based on the tax rate in Belgium which it is expected to be applied at the time that the tax liability is
recognized in the statutory accounts.

The bank loan represents the current portion of the investment loan from a financial institution to finance the
commercial site in Huizingen.

Trade and other payables of 34.4 million Euro mainly include trade payables (13.2 million Euro) and liabilities
associated with employee benefits (14.8 million Euro). Other liabilities include support and maintenance contracts
and advances on non-completed work.


6.9.2 Most Recent Financial Statements

The financial statements for the years ending on March 31, 2007, March 31, 2006 and December 31, 2005 are
incorporated by reference in this Prospectus and are available in the form in which they have been deposited with
the Belgian National Bank (free of charge) at www.nbb.be (“Central Balance Sheet Office”), and at
www.realsoftwaregroup.com.

An integral copy of the reviewed condensed balance sheet and income statement of Dolmen as of September 30,
2007 for the six months then ending is attached to this Prospectus as Exhibit 3.

                                                                        179
                                               List of Exhibits




1.   Acceptance Forms
2.   Condensed balance sheet and income statement as per December 31, 2007, as approved by Real’s board of
     directors on February 11, 2008 and in the form published by Real in its press release of February 13, 2008.
3.   Condensed balance sheet and income statement of Dolmen Computer Applications NV as per September 31,
     2007 for the six months then ending
4.   Reply memorandum (memorie van antwoord/mémoire en réponse) of the board of directors of Dolmen as
     approved on February 13, 2008 (including the advice of the works council (ondernemingsraad/conseil
     d’entreprise) rendered on January 29, 2008)




                                                     180
   Exhibit 1

Acceptance Forms
[PAGE INTENTIONALLY LEFT BLANK]
Acceptance Form to be filled out in duplicate. One copy for the Dolmen shareholder and one
copy for the financial intermediary.
Unless where provided otherwise, the terms in this Acceptance Form shall have the meaning and
be interpreted as set forth in the Prospectus.

    VOLUNTARY PUBLIC TAKEOVER OFFER IN CASH AND SHARES OF ALL THE SHARES OF
                DOLMEN COMPUTER APPLICATIONS NV (“DOLMEN”)

                                BY REAL SOFTWARE NV (“REAL”)
                        a limited liability company incorporated under Belgian law
                       Registered office: Prins Boudewijnlaan 26 - B- 2550 Kontich

I, the undersigned (name, first name)………………………………………………………………..
Domiciled at (full address)…………………………………………………………………………..
……………………………………………………………………………………………………….
Declare, after having had the possibility to read the Prospectus notified by Real with regard to the
above referenced voluntary public Takeover Bid, that:
a) I accept the terms and conditions of the Takeover Bid described in the Prospectus;
b) I hereby agree to transfer the Shares, as indicated below, that I fully own to Real, against a
     mixed consideration consisting of a payment in cash of 5.69 Euro and 32 new shares in Real
     with VVPR strip (“Offering Shares”) per Share;
c) I transfer the Shares in agreement with the acceptance and contribution procedure described in
     the Prospectus.
I acknowledge that all the representations, warranties and undertakings deemed to be delivered by me
are incorporated herein with respect to the transfer of my Shares

         Dolmen shares tendered in the Takeover bid for transfer to the Receiving Agent

Number             Form                             Specifications
…………               Shares in bearer form            I deposit herewith these Shares coupons nr. 10 and
                                                    following attached and I authorize the transfer of these
                                                    Shares to the Receiving Agent.
…………               Shares in dematerialized         These Shares are available on my securities account and I
                   form                             authorize the transfer of these Shares from my securities
                                                    account to the Receiving Agent.
…………               Shares in registered form        Confirmation letter nr. …. is attached herewith. I request
                                                    that these Shares are transferred to the Receiving Agent
                                                    and the thus declared transfer is registered in the
                                                    appropriate share register of Dolmen, for the purposes of
                                                    which, I designate each director of Dolmen as attorney-in-
                                                    fact (lasthebber/mandataire), acting singly and separately,
                                                    and with the right of sub-delegation whom I authorize to
                                                    duly record the thus declared transfer in the appropriate
                                                    register and to perform all actions required for this
                                                    purpose.

I hereby request that on the payment date, the consideration would be paid to me as follows :

1. the      cash      consideration            must     be     credited      to         my     account        N°
           -                -
2. the     Offering       Shares       must    be     booked      into    my      securities    account       N°
           -                -      .
    These accounts are held with bank (designation)……………………………………



                                                                                                          1
  Acceptance Form to be filled out in duplicate. One copy for the Dolmen shareholder and one
  copy for the financial intermediary.
  Unless where provided otherwise, the terms in this Acceptance Form shall have the meaning and
  be interpreted as set forth in the Prospectus.


  I am aware that:

  (a)      the Shares that I tender will be contributed in kind to the share capital of Real by the
           Receiving Agent;
  (b)      to be valid, this Acceptance Form must be submitted in accordance with the applicable
           acceptance procedure as set forth in the Prospectus, at the latest on the last day of the
           Acceptance Period (as extended, as applicable), i.e. March 5, 2008 before 16:00
           (Brussels time) with the Receiving Agent, KBC Bank NV or CBC Banque SA, directly
           or through another financial intermediary (in accordance with Section 3.10 of the
           Prospectus);
  (c)      the acceptance is without costs for me on the condition that I tender my Shares with the
           Receiving Agent, KBC Bank NV or CBC Banque SA directly and that I will bear any
           costs payable in connection with the involvement of a financial intermediary, different
           from the Receiving Agent, KBC Bank NV or CBC Banque SA; and
  (d)      Real will bear the applicable tax on stock exchange transactions .

  I have received all information to decide on the Offer, I am fully aware of the lawfulness of this
  Offer and the risks thereto related.

  Done in two originals (place) at ………………….
  On (date) …………………………



              For the Seller:                            For the Receiving Agent/
                                                      other financial intermediary:




               (signature)                                         (signature)
        (name, first name)                           (financial intermediary)




             CERTIFICATE OF THE SHARES IN BEARER FORM OF DOLMEN
                                (coupons nr. 10 and following attached)

              Numbers                  Number                          Numbers                Number
…… through and including ……                        …… through and including ……
…… through and including ……                        …… through and including ……
…… through and including ……                        …… through and including ……
…… through and including ……                        …… through and including ……
…… through and including ……                        …… through and including ……
To be carried forward                              TOTAL




                                                                                                  2
                                             Exhibit 2

     Condensed balance sheet and income statement as per December 31, 2007, as approved by
Real’s board of directors on February 11, 2008 and in the form published by Real in its press release
                                       of February 13, 2008
[PAGE INTENTIONALLY LEFT BLANK]
             PRESS RELEASE: YEAR RESULTS 2007



Real Software closes the year with a €7,4m net profit, after recognition of €6,0m
deferred tax income, and positions the company for a merger with Dolmen
Computer Applications NV

 »   Real realizes year-on-year growth as turnover increased by 1,4% in 2007 and
     5,2% in the second half

 »   Operational results, excluding €0,7m one off cost for management stock
     option plan, continue to improve compared with 2006(1)

 »   €6,0 m of deferred tax income is recorded based on €270,5m of unused tax
     losses

 »   Issuance of convertible bond added €49,2m additional liquidity to support
     growth

 »   Real launches tender for Dolmen Computer Applications, NV on 20 February
     2008




                                                                               1
Results for Year end 2007

In this press release we will compare 2007 and 2006 based on the adjusted numbers that are shown in
the table below.

 in m €                                                                                                      2007
                                                   IFRS          IFRS       Adjusted      Adjusted         adjusted
                                                   2007          2006        2007          2006               vs
                                                                                                             2006
                                                                             (2) (3)          (1)          adjusted
 Turnover continued operations                         92,0        90,7          92,0           90,7                 1,3
 Operating result continued bef. non
 recurring.                                              3,6         4,0      4,3 ( 2)           4,0                 0,3
             as % Turnover                            4,0%        4,4%          4,7%           4,4%                0,3%
 Operating result continued                              4,1         6,6           4,8           4,5                 0,3
 operations
 Net profit (loss) for the year                         7,4         2,3        2,1(3)            2,3                -0,2
 Gross Operating cash flow                              3,4         2,7           3,4            2,7                 0,7
 Equity                                                33,0        10,5          33,0           10,5                22,5
 Net Debt                                               9,2        13,4           9,2           13,4                -4,2

   (1) The operating result of 2006 has been restated to reclassify €2,1m of non recurring revenue, resulting from the
       divestiture of Real’s interest in the joint venture StorkReal, to discontinued operations. This is in line with the
       treatment of the gain on the divestiture of the Retail activities in 2007.
   (2) Excluding €0,7m one off cost for stock option plan granted to management valued after fair value and booked as
       employee benefit cost against equity.
   (3) Excluding €6,0m of deferred tax income recorded to recognize deferred tax asset based on unused tax loss carried
       forward of €270,5m as per December 2006 and the €0,7m mentioned in note (2).




   »      Turnover continued operations

The group turnover in 2007 was €92,0m, an increase of 1,4% compared to 2006. In the second half of
2007 the turnover amounted to €47,5m, an increase of 5,2 % compared to the second half year of
2006. The increase in the second half was supported by the acquisition of Axias in July 2007,
accounting for an increase of €2,9m of turnover in the second half of 2007. The strong results in the
Products division in the last quarter of 2006 could not be repeated in 2007 which impacted the year
over year growth in the second half of 2007.




                                                            Turnover
                                million          2006        2007      %
                                Euro             Total       Total    Total
                                H1               45,6        44,5    -2,5%
                                H2               45,2        47,5    5,2%
                                FY               90,7         92     1,4%




                                                                                                                             2
    »   Operating result before non recurring of continued operations

The operating result before non recurring for 2007 amounts to €3,6m and includes the one off €0,7m
cost of the stock option plan. In July 2007 a stock option plan was granted to the executive
management team. Under IFRS 2 the underlying stock options are valued as an equity instrument at
fair value. Accordingly, in 2007 a non cash employee benefit cost of €0,7m Euro was recorded against
equity. Before the additional cost of the stock option plan, the operating result before non recurring
amounts to €4,3m or 4,7% on turnover which is an improvement of €0,3m compared to 2006.

This is due to better margins in our Services division improving as % of turnover from 5,7% in 2006 to
6,6% in 2007. The better margins in Services are linked with the 3,6% increase in turnover (12,8% in
second half of 2007) and the success of better margin Solutions offerings. Margins in the Products
division dropped as % on turnover from 11,4% in 2006 to 10,7% in 2007. The exceptional high
turnover of the last quarter of 2006 for the Products division could not be repeated in the last quarter
of 2007.

The €0,8m increase in Corporate overhead is almost entirely due to the €0,7m additional cost of the
stock option plan.


 Segment
 information                      2006                                          2007
               Pr