COACHING Y CONSULTORÍA PSICOLÓGICA O COUNSELING

In thousands of shares Consolidated 2012 Consolidated 2011

Outstanding at January 1 17,744 16,335

Issued for cash 2,104 1,409

Outstanding at december 31 19,848 17,744

The holders of common shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at the Annual General Meetings of the shareholders.

aUThORIzEd shaRE CaPITal

The authorized share capital of the company is EUR 30 million, divided into 30 million ordinary shares, each having a par value of EUR 0.50, and 30 million preference shares, each having a par value of EUR 0.50. 19.9 million ordinary shares are issued and fully paid. shaRE PREmIUm REsERvE

The increase in share premium in the 2012 fiscal year is mainly due to the excess of proceeds over par value from the capital increase (EUR 22,071,000). Furthermore vesting expenses regarding options were credited to share premium (EUR 176,000).

On March 31, 2012, the company increased its share capital from EUR 8,872,044 (17,744,088 bearer shares) to EUR 9.923.987 (19,847,974 bearer shares). Subscription rights for shareholders have been excluded on the basis of Article 28.2 of the Articles of Association by a resolution of the Management Board.

The capital increase is associated with the closing of the transaction with the UPM-Kymmene Corporation under which SMARTRAC takes over UPM’s RFID business while UPM-Kymmene Corporation obtains an indirect economic interest in SMARTRAC of 10.6% via OEP Technologie B.V.

The new shares will be issued to OEP Technologie B.V., each new share having a nominal value of EUR 0.50, for a cash consideration of EUR 11.00 per new share, to be effected by means of a set off against an obligation of SMARTRAC to pay EUR 23,142,746.00 to OEP Technologie B.V. for providing the above mentioned indirect economic interest in SMARTRAC.

SMARTRAC N.V. and OEP Technologie B.V. furthermore agreed that the new shares will not be admitted to trading on the Regulated Market of the Frankfurt Stock Exchange for a period of at least twelve months following the registration of the capital increase. The transaction costs included bank arrangement and legal fees (EUR 20,000).

In thousands of EUR Consolidated 2012

Gross proceeds 23,143

Par value of new shares – credited to share capital (1,052) Excess of gross proceeds over par value credited to share premium 22,091 Less transaction costs of the capital increase charged to share premium (20) Net movement in share premium arising from capital increase 22,071

TRaNslaTION REsERvE

The translation reserve mainly comprises foreign currency differences arising from the translation of the financial statements of foreign operations of the Group (excluding amounts attributable to non-controlling interests).

hEdGING REsERvE

140 Notes to the CoNsolidated FiNaNCial statemeNts

22. fINaNCIal lIabIlITIEs

This note provides more detailed information about the Group’s financial liabilities. For more information about the contractual terms and the Group’s exposure to interest rate risk, see note 28.

In thousands of EUR Consolidated 2012 Consolidated 2011 Non-current liability

Secured loan 71,703 1,161

71,703 1,161 Current liabilities

Current portion of secured loan 2,615 58,524

Unsecured loan 12,600 459

Bank overdraft 346 320

15,561 59,303 87,264 60,464

lOaNs aNd bORROwINGs

On June 13, 2012, SMARTRAC signed an agreement on a syndicated credit facility amounting to EUR 100 million and maturing on December 30, 2016. This new credit facility was used to refinance the EUR 65 million syndicated multicurrency credit facility that matured on June 29, 2012. The syndicated credit facility has standard market terms and conditions including a leverage, an absolute EBITDA and an equity covenant. The facility is provided by Deutsche Bank Luxembourg S.A., Commerzbank AG, Landesbank Baden- Württemberg, NIBC Bank N.V. and Berenberg Bank and can be used for acquisition, working capital, and capital expenditure purposes. SMARTRAC N.V. has provided collateral by pledging its shares of SMARTRAC TEChNOLOGy Ltd. and by a guarantee of SMARTRAC IP B.V. The credit facility consists of two tranches, a EUR 50 million revolving credit facility and a EUR 50 million term loan. Of the latter facility, EUR 2.5 million are annually repaid from 2013 onwards with the remaining EUR 40 million becoming due on the maturity date of the syndicated credit facility. The nominal interest rate of the credit facility is based on EURIBOR plus a credit margin depending on the financial leverage of SMARTRAC. As of December 31, 2012, a total nominal amount of EUR 75.5 million was drawn. A total of EUR 24.5 million of the credit facility is unused as at December 31, 2012.

On May 25, 2012, SMARTRAC entered into a loan agreement with its shareholder OEP Technologie B.V. whereby OEP Technologie B.V. provided financing amounting to EUR 12 million. The loan is unsecured and subordinated to the claims of the lenders in SMARTRAC’s syndicated credit facility. The loan does not mature before May 25, 2013.

baNk OvERdRafT

23. EmPlOyEE bENEfITs

Under Thai law, the Group is required to make severance payments to employees who reach retirement age while employed at SMARTRAC TEChNOLOGy Ltd. These lump sum payments are accounted for as unfunded post-employment benefits in the balance sheet.

Additionally, the Group has a defined benefit pension plan in Germany. The funding policy is consistent with local requirements. Valua- tions of the obligations are carried out by independent actuaries.