Ecuación General de la Energía Teorema de Bemoull

Other payables 407,209 464,242 Accrued liabilities 28,946 43,262 481,349 556,632

27 TRADE AND OTHER PAYABLES

2012 2011

Less than one year 53,705 57,635

Between one to five years 98,787 113,855

More than five years 12,722 21,503

165,214 192,993

Trade and other payables are current debts. Other payables in 2012 include € 7.5 million (2011: € 6.0 million) relating to undue payments by the factoring company in Belgium.

28 DERIVATIVE FINANCIAL INSTRUMENTS

The group uses interest rate derivatives to manage its liquidity and cash requirements. As the derivatives do not qualify for hedge accounting under IAS 39, the effectiveness or otherwise of derivatives does not apply. In principle derivatives are only agreed with the banks which issued the syndicated loan. The interest rate risks are managed as described below.

28.1 Interest rate derivatives

In July 2008 interest rate derivatives were concluded to hedge the cash flow interest rate risk that existed at the time. The group hedged the risk of a rise in the one-month EURIBOR above 5.8% (6.0% on an annual basis) for a € 300 million principal for a period of five years.

Two different types of derivatives are in use:

• A € 267.5 million collar with a 5.8% cap and a 4.0% floor

(decreasing to 3% in the course of the term, see table below) one-month EURIBOR.

This hedging instrument was concluded with the banks which provided the syndicated loan.

• A dynamic hedge was concluded for €32.5 million with one of

the syndicate banks. This derivative has a term of five years and is based on a mathematical model that is rebalanced weekly based on an agreed decision tree. Weekly decisions are based on market rates (2, 5, 10 year interest rate swaps; 10-2 year spread) and volatility. This model equates to a maximum cap of 6.0% interest a year, less the BPSTAR2E index performance (Bloomberg: BPSTAR2E index). At the end of 2012 the derivatives had a negative value of € 6,228 (2011: € 13,170). The counterparties did not demand or provide any guarantees for the derivatives.

29 COMMITMENTS

Third-party property rental commitments, as well as lease and other liabilities, totalled around € 165.2 million at the end of 2012 (2011: € 193.0 million). A breakdown of these commitments according to maturity is as follows:

The group leases offices under an operating lease construction. The maturity of these contracts ranges from three to twelve years, with an option to extend at the end of the period.

€ 75 MILLION € 192.5 MILLION 2008 - 2009 4.00 4.00 2009 - 2010 3.70 4.00 2010 - 2011 3.40 3.55 2011 - 2012 3.00 3.35 2012 - 2013 3.00 3.20 DEVELOPMENT OF FLOOR INTEREST RATE PERCENTAGES

2012 2011

Salaries and other short-term staff remuneration 2,555 2,768

Pensions 483 490

Severance pay (including taxes payable by employer) - 963

Share based payments 571 580

Remuneration of Supervisory Board 302 327

3,911 5,128

30 CONTINGENT ASSETS AND LIABILITIES

Due to the nature of the group’s activities, bank guarantees for a total amount of € 116,919 (2011: € 69,800) have been issued. The increase is mainly the result of a new € 41,794 bank guarantee to cover wage tax and VAT contributions owed to the Dutch government following a change in Dutch legislation that indemnifies hirers of temporary staff against any liability claims from 1 July 2012. The law makes it possible for temporary employment organisations to offer their clients security with regard to the payment of wage tax and VAT by the temporary employment organisation. The group complies with the requirements for this due in part to the conclusion of this bank guarantee.

USG People has created a provision for a number of operating companies due to the possible need to adjust its pension schemes to the scheme applied by the foundation Stichting Pensioenfonds voor Personeelsdiensten. USG People believes it is not necessary in all cases to change its pension schemes, although talks between USG People and the respective authority have not been completed yet.

On 12 February 2013 the Dutch district court in Arnhem ruled in favour of USG People N.V.’s appeal to an excessive supplementary assessment imposed by the Dutch Tax Authorities. The retrospective assessment is based on the Dutch legislation regarding assessments of excessive redundancy payouts and was related to the departure of a former director. Both parties can appeal the ruling with the Supreme Court of the Netherlands. The disputed amount concerns € 0.5 million.

In France, social security authority URSSAF imposed an assessment on our subsidiary Start People SAS in 2011 in connection with a social security investigation. The assessment is based on the assumption that taxes and social security contributions owed on the salaries of temporary employees were

calculated incorrectly. The assessment concerns the years 2009 and 2010 and amounts to € 16,922. The interest on the tax due was deemed to be € 849 at the end of 2012. USG People lodged an appeal against the URSSAF assessment with the Commission de Recours Amiable at the end of February 2012. This appeal was dismissed on 21 June 2012. USG People subsequently lodged an appeal with the Tribunal des affaires de sécurité sociale at the end of July 2012. USG People believes that the payments were in accordance with the law. Based on this information it is assumed that no liability exists and no provision has been created. USG People expects that the appeal it lodged will not be dealt with before the second half of 2013.

USG People Germany has submitted a claim to the former shareholder of Allgeier DL in connection with supplementary assessments relating to the settlement of the CGZP/AMP case. This claim is based on the guarantees and indemnities included in the sale and purchase agreement concluded in 2008. The time required to settle the matter is not known yet. It is currently impracticable to provide a reliable estimate of the financial effect. Furthermore, in 2011 USG People in Germany filed lawsuits against former directors for reasons including a breach of a non- competition clause. The ruling is expected to be favourable and lead to a substantial compensation for USG People. The time required to complete the civil lawsuit is currently unknown. The estimated damage as a result of the aforementioned lawsuits amounts to € 21 million. The ultimate amount of possible claims is not yet known.

31 RELATED PARTIES

31.1 Remuneration of key management

Key management consists of the members of the Executive Board and the Supervisory Board.

The crisis surcharge imposed on the remuneration paid was € 234 in 2012. Share-based payments relates to the portion of Unique Share Plan costs allocated (note 9). The serverance pay in 2011 relates to the arrangement for the departure of Hans Coffeng.

32 EVENTS AFTER BALANCE SHEET DATE

USG People intends to sign an agreement to sell its operating company USG Energy, part of the Professionals division, on 28 February 2013. The transaction is subject to approval by the

33 PRINCIPAL SUBSIDIARIES AND ASSOCIATES OF USG PEOPLE N.V.

COMPANY STAKE OWNED CITY, COUNTRY

Call-IT 100.0 Oostend, Belgium

Express Medical 100.0 Wavre, Belgium

Receptel 100.0 Antwerp, Belgium

Secretary Plus Management Support 100.0 Antwerp, Belgium

Start People 100.0 Antwerp, Belgium

Unique 100.0 Antwerp, Belgium

USG Innotiv 100.0 Antwerp, Belgium

USG People Interservices 100.0 Antwerp, Belgium

Technicum 100.0 Oldenburg, Germany

Secretary Plus 100.0 Munich, Germany

Unique 100.0 Munich, Germany

Secretary Plus 100.0 Paris, France

Start People 100.0 Boulogne Billancourt, France

Financial Forces 100.0 Boulogne Billancourt, France

Start People 100.0 Milan, Italy

Start People 100.0 Luxembourg, Luxembourg

Ad Rem 100.0 Almere, The Netherlands

Call-IT 100.0 Weert, The Netherlands

Control Finance 100.0 Utrecht, The Netherlands

Creyf’s Interim 100.0 Almere, The Netherlands

Secretary Plus Management Support 100.0 Almere, The Netherlands

Start People 100.0 Almere, The Netherlands

Technicum Uitzendburo 100.0 Almere, The Netherlands

Unique Nederland 100.0 Almere, The Netherlands

USG Capacity 100.0 Almere, The Netherlands

USG Energy 100.0 Beverwijk, The Netherlands

USG Innotiv 100.0 Almere, The Netherlands

USG Juristen 100.0 Utrecht, The Netherlands

USG Restart 100.0 Utrecht, The Netherlands

Start People 100.0 Vienna, Austria

Start People 100.0 Warsaw, Poland

SYS Outsourcing 100.0 Madrid, Spain

Unique 100.0 Madrid, Spain

Start People 100.0 Geneva, Switzerland