Unilog Integrata Training AG Foreword by the CEO To all our clients, business partners and shareholders, It is almost exactly a year to the day since the publication of Unilog Integrata

Qualified for the Job

Annual report 2005

Unilog Integrata Training AG

Unilog Integrata Training AG shares are quoted on the Baden-WürttembergStock Exchange’s unofficial market in Stuttgart as well as in Frankfurt, Munichand Berlin under the securities identification number (WKN) 621310/ISIN DE 0006213101.

For more information, please contact our investor relations officer:Elmar ProbstUnilog Integrata Training AGZettachring 4 70567 Stuttgart/GermanyTelefon +49 711 72846-269Fax +49 711 72846-108e-Mail: [email protected]

This annual report and the reports for previous years can be downloaded in PDFformat at www.unilog-integrata.de/training. The English version of the annualreport can also be downloaded from the same address. A printed version ofthe English language report is not available.

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Contents

Foreword by the CEO 2

Our Portfolio 4

The figures

Financial highlights – 7 year overview 8

Key company performance figures 10

Annual financial statements 12

Profit and loss account 14

Notes to the annual financial statements forthe business year 2005 16

Fixed Assets movement schedule 24

Management report for the business year 2005 26

Audit opinion 37

Report by the Supervisory Board 38

Legal 40

2

Foreword by the CEO

To all our clients,business partnersand shareholders,

It is almost exactly a year to the day sincethe publication of Unilog IntegrataTraining AG's 2004 annual report. Itook this opportunity last year – justa few months after assuming thechallenging post of CEO in addition tomy position on the Unilog ExecutiveCommittee with business responsibilityfor France – to describe the difficultiesfacing the company.

In this year's report I am able to lookback on a business year for which Ibear complete responsibility and I ampleased to say that we have surmountedthe first major obstacles on our way tothe summit. Our achievements so farare the fruits of enormous efforts andI am extremely grateful for the hardwork that has been put in by the management and all the company'semployees. The progress we have made so far strengthens my resolve tocontinue pursuing our goal of growingour sales and profitability. It is stilltoo early to break out the champagne,however. The road ahead will un-doubtedly be long and difficult andwe will need to

• consolidate our initial successes,• ensure that our new portfolio success-

fully finds a permanent place in themarket, and

• exploit the opportunities availableto an international corporate group.

A buoyant business climate whichwould have encouraged our customersto invest more in the continuing professional development of theirmanagers and employees again failedto materialize in 2005. Nonetheless,as I pointed out in the foreword to lastyear's annual report, our competitorsare confronted by exactly the sameexternal factors and the only thingwhich counts is the ability to come toterms with the real constraints towhich we are all subject. We can, however, be confident that the eagerlyanticipated annual Lünendonk list ofleading providers of continuing pro-fessional qualification in Germanywill demonstrate that we have madeconsiderable progress in this respect.At best the market is going through aperiod of stagnation and we areamong those companies which areable to report sales growth. While ourgrowth figures may be modest, thecrucial factor in my view is that we havemanaged to stop and turn around thenegative trend of recent years. We ha-ve also reduced our negative resultsso substantially that we are now in aposition to set our sights squarely onreturning to profitability in 2006.

In Germany this will involve focusingon a continuing qualification marketwhich, initially at least, is unlikely togrow substantially. I am also convincedthat we will not experience a rerun ofthe market volumes which characterizedthe extremely successful early yearsduring which Unilog Integrata TrainingAG achieved sales revenues of 50 million euros and more. In the long runthere will only be room in the presentbusiness environment for providerswhich are able to gear their portfolios

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and organization to meeting demandfor training solutions which customersincreasingly expect to be tailored totheir individual needs.Bearing this in mind we have delibe-rately optimized our portfolio, simplifiedits structure for our customers, andtaken concrete action to boost our salesperformance. In addition to the threetopic areas of 'information technology’,‘personnel and organization develop-ment’, and 'SAP trends and processes’our portfolio also includes the twomajor “seminars” and “training solutions”elements. Encouraged by the initialsuccess of our public seminars – whereaverage attendance is on the way upagain – we are now turning to the for-midable challenge of positioning ourfull service offering more intensivelyin the market and exploiting it as thebasis of sustained long-term customerrelationships.

We have also significantly stepped upcollaboration with our affiliates UnilogManagement and Unilog Avinci. I re-ferred in the foreword to last year’sannual report to the synergies andtremendous opportunities which flowfrom the unique combination of businessactivities pursued by the UnilogGroup in Germany in Europe as a wholeand which we need to exploit more intensively. At present the market forIT services is plainly subject to twotrends in particular:

• Customers are eager to realize pro-jects with a single partner who is ableto provide all the desired servicesfrom a single source

• The preferred service partner musthave international experience and a

local presence if it is to have anychance at all of competing with aselect group of increasingly interna-tionalized and networked companies.

The LogicaCMG takeover bid thereforecame as no surprise to the extraordi-narily successful Unilog Group. Theoutcome of the ensuing merger is oneof Europe's TOP 10 players in the IT service sector – and with 30,000 employees in 36 countries, the new company has precisely the internationalstrength and experience which isneeded to carry out major projects.

The Logo text – “a LogicaCMG company” –represents a huge opportunity and allowsus to demonstrate to our customersthat we are now part of an even larger,higher performance enterprise whichcombines the winning virtues of twosuccessful company groups. In myview this can only be to the benefit ofUnilog Integrata Training AG, even ifwe now contribute a relatively smallershare towards the new company group’stotal sales. This makes it all the moreimportant for us to achieve our ambi-tious objectives as quickly as possible.It also explains why we are convincedof ourselves and eager to get on withthe task ahead.

Martin LöchnerCEO

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Our portfolio

Our customers profit from our broadspectrum of topics and services as wellas the far-reaching experience we haveaccumulated over the last 40 years.The main focus of our full serviceoffering is information technology,personnel and organization develop-ment, and SAP trends and processes.We offer around 800 seminars and

project-specific customized trainingsolutions to meet all the qualificationneeds of our customers. Our trainingsolutions business encompassestopic-oriented offerings, numerousproject-related services as well asthe option of integrating our trainingcompetence in the sourcing strategyof our customers.

As a full service provider, Unilog Integrata Training AG stands for the profes-sional development of people working in organizations combined with maximumpossible customer proximity. Full service not only means covering every possibleoption, above all it means always being the best. This applies not just to thequalification format but also to the contents and the media used to deliverthem – to make sure our customers are ideally prepared to tackle their tasks.

Full Service

Training solutions

Strategy n Implementation n Services

Seminars

Public n In-house

Information technology

Personnel and organization development

SAP trends and processes

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Public seminarsThe contents of our qualification services cover all relevant aspects ofenterprise life. Our varied portfolioassures our customers of qualificationactivities geared explicitly to theirneeds. And when it comes to qualityour portfolio management guaranteesstate-of-the-art training contents anddidactic methods and ensures thatthey are permanently fine tuned tomeet market and customer needs.What is more, operating from 11 locationsacross the country, we are never faraway.

Online seminar plannerOur complete range of seminars canbe found on the internet at:

www.seminarplaner.de

A user-friendly find function enablesyou to search for courses which meeta diverse range of criteria. You willalso find a wide range of informationabout all our seminars as well as

• Guaranteed dates• Additional dates• New seminars• Qualification plans• Detailed descriptions of our

in-house seminars• Events in the near future

Seminars

In-house seminarsAll our publicly offered seminars can also be booked as in-house seminars –tailored or augmented to meet specificneeds, either on our customers’ premisesor in our training centers.We also run numerous exclusively in-house seminars.

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Our portfolio

Training solutions

We would like to thank our clients, including those referred to specifically below, for using our full service offering:

Training solutions

Strategy Implementation

Services

As a full service learning and training provider we permanentlydevelop and adapt state-of-the-art-scenarios and support our customerswith the design of their own value-adding company education manage-ment processes. Our modular strategy,implementation and service offeringsencompass the entire qualificationprocess and include all the learningand training-related service compo-

nents which play a crucial role inmeeting customer's specific require-ments and achieving their businessobjectives. Working together withexperienced project leaders and awide ranging network of partnersand experienced trainers we haveextensive experience in the deve-lopment of new topics and the modification of customized require-ments.

Sustaining and enhancing the competitiveness of companies is cruciallydependent on dynamic employee know-how. In the future, learning andtraining will be geared even more closely to a company's strategic goals.

adidas-Salomon • Allianz • Avaya Tenovis • Bayerische Hypo- und Vereinsbank • BSH Bosch-Siemens Hausgeräte •Bundesamt für Informationsmanagement • Bundesstelle für Fernmeldestatistik • Commerzbank • DaimlerChrysler •Datenzentrale Baden-Württemberg • Deutsche Bahn • Deutsche Bundesbank • Deutsche Lufthansa • Deutsche Post •Deutsche Telekom • DZ Bank • FinanzIT GmbH • Metro Group • Müller • O2 Germany • Robert Bosch GmbH • Thyssen-Krupp • Vodafone D2 • Volkswagen AG • Zollner Elektronik

The figures 2005

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8

Financial Highlights:7 years period

2005 1

Total sales in million EUR 26.5

No. of employees 142

Expenditure for research and development in million EUR 1.7

Profit or loss on ordinary activities in million EUR -0.3

Net income in million EUR -0.3

Cash-Flow in million EUR 0.4

Capital in million EUR 4.0

Capital as a percentage of total assets 41.9%

Total assets in million EUR 9.5

Percentage return on sales before tax -1.1%

Income-to-equity ratio (before corporation tax) 2 -6.8%

Result according to DFVA/SG in million EUR -0.2

No. of shares in thousands 600

Result according to DFVA/SG per share in EUR -0.27

Result according to DFVA/SG per share in EUR (excluding own shares) -0.28

Dividend per share in EUR

Bonus per share in EUR

1 there was no group of companies in these business years: figures are from the individual financial statement of Unilog Integrata Training AG, Germany2 calculated on the basis of the shareholders’ equity disclosed last year minus dividends

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2004 1 2003 1 2002 2001 2000 1999

26.3 31.2 51.4 55.6 47.1 39.3

161 189 222 265 214 213

1.9 2.3 2.7 2.5 2.5 2.0

-3.2 -1.9 1.5 6.0 5.8 3.3

-3.2 -1.7 0.8 3.9 3.0 1.6

-1.9 0.4 5.3 6.8 4.9 3.1

4.3 7.5 9.6 9.5 6.4 4.0

42.1% 53.3% 53.3% 43.9% 36.9% 31.9%

10.2 13.6 18.1 21.6 17.5 12.5

-12.1% -6.0% 2.9% 10.8% 12.3% 8.3%

-42.1% -20.1% 16.9% 103.1% 165.5% 134.0%

-2.0 -1.2 0.7 3.8 3.0 1.5

600 600 600 600 600 600

-3.38 -1.97 1.12 6.40 4.92 2.56

-3.46 -2.02 1.14 6.56 5.04 2.62

0.15 1.00 0.92 0.87

0.15

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Key company performance figures

Funds and cash flow Statement 2005:

2005KEUR

2004KEUR

I. Operative activities

1. Net loss -298.5 -3,225.6

2. Depreciation on fixed and financial assets 760.4 1,467.2

3. Reductions to long-term reserves -53.9 -170.1

4. cash flow 408.0 -1,928.5

5. Losses on disposal of fixed assets 6.6 13.1

6. Payments received from the sale of fixed assets 1.4 4.3

7. Stocks -119.8 0.0

8. Accounts receivable trade -87.9 864.5

9. Accounts due from affiliated companies -97.8 262.7

10. Other assets and prepaid expenses -106.2 -132.7

11. Reserves -558.3 184.0

12. Accounts due to associated companies 0.2 -22.3

13. Advance payments -26.8 176.5

14. Accounts payable trade -241.2 -342.2

15. Other liabilities 525.0 5.8

16. Outflow (pr.y. inflow) of funds from current business activities -296.8 -914.8

II. Investment activities

17. Investments in intangible and fixed assets -661.7 -599.9

18. Outflow of funds as a result of investment activities -661.7 -599.9

III. Financial activities

19. Investments in own shares 0.0 -3.0

20. Dividends 0.0 0.0

21. Outflow of funds as a result of financial activities (dividends) 0.0 -3.0

IV. Changes in financial resources affecting payments (balance I-III) -958.5 -1,517.7

22. Financial resources at the beginning of the period 6,068.5 7,586.2

23. Financial resources at the end of the period 5,110.0 6,068.5

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DVFA/SG Results

2005KEUR

2004KEUR

Net result, according to P/L statement -298.5 -3,225.6

Change in deferred taxes

(tax rate 39.1%)

accumulated deficit brought forward 264.6 1,162.9

reserves for part-time employment of pensioners -0.7 -12.0

for anticipated losses -55.6 -13.2

for provision for deferred repairs and maintenance -37.1 -39.1

for reorganization 14.2 67.5

other changes -49.0 31.8

DVFA/SG results in KEUR -162.0 -2,027.7

DVFA/SG results per share in EUR

(excluding own shares /

number of shares = 585.260) -0.28 -3.46

DVFA/SG results per share in EUR

(including own shares/

number of shares = 600.000) -0.27 -3.38

Earning Ratios

2005%

2004%

Profit sales ratio -1.1 -12.3

DVFA/SG profit sales ratio -0.6 -7.7

Return on equity* -6.9 -42.9

DVFA/SG return on equity* -3.8 -26.9

All statements after taxes* Based of the shareholders’ equity disclosed last year

minus dividends

35

32

29

26

23

20

35

32

29

26

23

20January 2005 April July October January 2006

Unilog Integrata Training Stock – Development since 01/2005 (in Euros)

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Balance sheet at 31 December 2005Unilog Integrata Training AG, Tübingen

Assets

2005KEUR

2005KEUR

2004KEUR

A. Fixed Assets

I. Intangible assets

1. Licences

and similar rights 298.8 541.4

2. Goodwill 477.2 576.0

776.0 1,117.4

II. Tangible fixed assets

1. Land and leasehold rights and buildings

including buildings on third-party land 20.3 27.2

2. Other fixtures and fittings, tools and equipment 678.0 436.2

698.3 463.4

B. Current Assets

I. Stocks

Work in process 119.8 0.0

II. Accounts receivable and other assets

1. Account receivable trade 1,550.5 1,462.6

2. Account due from affiliated companies 286.8 3,188.8

3. Other assets 429.0 482.3

2,266.1 5,133.7

III. Securities

Own shares 445.1 353.7

IV. cash on hand

and banks 5,110.0 3,068.5

C. Prepaid Expenses 133.8 65.7

9,549.1 10,202.4

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Passiva

2005KEUR

2005KEUR

2004KEUR

A. Capital

I. Capital subscribed 1,536.0 1,536.0

II. Capital reserves 1,020.5 1,020.5

III. Earning reserves

1. Reserves for own shares 445.1 353.7

2. Other earnings reserves 6,185.0 6,185.0

IV. Retained losses -5,185.5 -4,795.6

4,001.1 4,299.6

B. Accured Liabilities

1. Pension reserves 313.0 288.2

2. Tax reserves 147.4 227.5

3. Other reserves 2,028.7 2,585.6

2,489.1 3,101.3

C. Liabilities

1. Advance payment received on seminars 1,281.2 1,307.8

2. Trade accounts payable 724.2 965.4

3. Accounts due to affiliated companies 103.9 103.7

4. Other liabilities 888.8 424.6

2,998.1 2,801.5

D. Deferred Income 60.8 0.0

9,549.1 10,202.4

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Profit and loss account for the period1 January - 31 December 2005Unilog Integrata Training AG, Tübingen

1. Sales

2. Change in work in progress

3. Other operating income

4. a) Cost of purchased material, supplies, services

b)External services

5. Personnel costs

4. a)Wages and salaries

4. b)Social insurance contributions and expenses for old age security

6. Depreciations on intangible and fixed assets

fixed assets

7. Other operating expenses

8. Other interest receivable and similar income

9. Depreciations on financial assets and current investments

10. Interest and similar expenses

11. Profit or loss on ordinary activities

12. Income taxes

13. Other taxes

14. Net loss

15. Accumulated losses brought forward

16. Allocation in (previous year: withdrawal from) the reserve for own shares

17. Retained losses

15

2005KEUR

2005KEUR

2004KEUR

26,417.3 26,266.6

119.8 0.0

1,250.7 1,199.2

27,787.8 27,465.9

918.4 810.5

10,530.5 10,540.6

11,448.9 11,351.1

16,338.9 16,114.7

7,113.0 7,507.0

1,269.8 1,440.6

8,382.8 8,947.6

760.4 1,380.1

7,598.4 8,996.1

110.4 164.2

0.0 87.1

1.0 33.8

-293.3 -3,165.8

0.0 60.2

5.2 -0.4

298.5 3,225.6

4,795.6 1,657.1

-91.4 87.1

5,185.5 4,795.6

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Notes to the financial statementsfor the 2005 business yearUnilog Integrata Training AG, Tübingen

I. Preliminary remarks

The annual financial statements ofUnilog Integrata Training AG for the financial year January 1st to December31st 2005 were prepared according tothe rules of the German CommercialCode and of the German Stock Corpo-ration Law (AktG). The cost summarymethod is used for the profit and lossstatement.

Any differences in the figures presentedin the annual financial statementsand the management report are dueto rounding to the nearest decimal place.

The Stuttgart based Unilog HoldingGmbH was the majority shareholderof Unilog Integrata Training AG at theend of 2005, holding 66.599% of thecompany’s shares (68.276% if thecompany’s own shares are deductedfrom the total number of shares).

In its letter dated August 29, 1996,Unilog Holding GmbH notified itsmajority share-holding to Unilog Integrata Training AG pursuant to Section 20 of the German StockCorporation Law.

The ultimate parent company whichpresents exempting group financialstatements for the largest group ofconsolidated companies is UNILOG SA,which has its registered office in Paris,France.

These group financial statements, including the auditor’s opinion, arepublished in German in the FederalGazette and are available from thecompany’s registered office in Parisand from Unilog Holding GmbH inStuttgart.

II. Accounting and valuation methods

Intangible and tangible assets are reported at the value on acquisitionor production costs, reduced byscheduled and non-scheduled depre-ciation. Scheduled depreciation ofassets is charged partly according tothe straight-line method and partlyaccording to the reducing balancemethod at rates, which are also allowed according to tax law. The major elements relating to industrialproperty rights and similar rights areamortized over a period of 2 to 6years. Goodwill is written off over aperiod of 15 years. Depreciation ischarged to other fixed assets over auseful life of between 3 and 15 years.Low value items are written off in fullin the year of acquisition. Depreciationis charged precisely every month on apro rata temporis basis.

Inventory has been recorded for thefirst time in the 2005 financial yearfor work in progress, which has notyet been billed to customers atproduction cost.

Accounts receivable and other assetsare valued at nominal value. Appro-priate value adjustments were madeto accounts receivable to secure specific risks as well as the generalrisk of nonpayment.

The pension reserves have been setup in accordance with actuarialprinciples using the 2005 G referencetables of Dr. Heubeck.

Other accruals to the amount of theanticipated claims have been set upfor recognizable risks and contingentliabilities.

Liabilities are valuated at the amountpayable.

Insofar as the annual financial state-ments contain items, which are basedupon amounts in foreign currencies,these are converted to euros at eitherthe historical rates or, for assets, atthe lower rates or, for liabilities, atthe higher rates effective on reportingdate.

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III. Notes on the balance sheet

AssetsThe movement of the fixed assetitems can be seen in the appendixto the notes entitled “Fixed-assetsmovement schedule” (cf. Appendix tonotes).

Goodwill arose on the purchase of theITZ training division in the businessyear 2001. This goodwill will be writtenoff according to the straight-line method over 15 years. The amortizationof this goodwill in the 2005 financialyear amounted to KEUR 17.0 and thenet book value as at 31st December2005 to KEUR 170.4. Goodwill alsoarose from the hiving-off of UnilogHolding GmbH in 1994. This goodwillwill also be amortized over its estimateduseful life of 15 years using the straight-line method. The amortization of thisgoodwill amounts to KEUR 81.8 annuallyand the net book value as at 31st

December 2005 amounts to KEUR306.8.

The depreciation of low value itemsamounts to KEUR 23.5.

InventoryWork in progress for work in the area ofin-house seminars and qualificationprojects was capitalized for the firsttime at 31st December 2005 in theamount of KEUR 119.8.

Accounts receivable and other assetsThe receivables as at December 31,2004 and December 31, 2005 maturewithin one year.

The receivables due from affiliatedcompanies relate to other receivables,not trading balances.

Own sharesA resolution adopted by the shareholders’meeting on 27th May 2005 authorizedUnilog Integrata Training AG to acquireown shares, in the period up to November 24th 2006, up to a value often percent of the company’s sharecapital and to sell these shares, inspecific circumstances, to the exclusionof the subscription rights of existingshareholders. The Board of Managementwas also authorized, with the approvalof the Supervisory Board, to withdrawown shares acquired without requiringa further resolution from the share-holders’ meeting.

In 1999 Unilog Integrata Training AGacquired 14,350 own shares at a priceranging between EUR 31.50 and EUR 38.00 equal to 2.39 % of thecompany’s share capital and valuedat EUR 36,736.00 (EUR 2.56 per share). An additional 290 shares wereacquired in June 2003 at a price ranging between EUR 24.87 and EUR25.20. A further 100 shares were acquired in January 2004 at a price ofEUR 30.35.

Own shares acquired in the period1999 to 2004 were posted at their value on the balance sheet date (EUR 30.20) disclosing a value ofKEUR 445.1. A write up was made inaccordance with § 280 of the GermanCommercial Code.

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Subscribed CapitalUnilog Integrata Training AG’ssubscribed capital amounted to EUR 1,536,000 on the reporting date.The majority (66.599 %) is held byUnilog Holding GmbH, Stuttgart.

The share capital is divided into600,000 no-par bearer shares.

Pursuant to the memorandum and articles of association, the Board ofManagement is authorized, with theapproval of the Supervisory Board, toincrease the company’s share capital,on one or several occasions, to a totalof EUR 230,400 by issuing new bearershares against cash contributions byMay 18, 2009 (approved capital I) andthereby, in accordance with Section 5 (4) of the memorandum to determinethe time from which such sharesparticipate in profits on a date whichdeviates from that stipulated by law.The Board of Management is authorized,with the approval of the SupervisoryBoard, to stipulate the conditions un-der which shares are issued in rela-tion to each capital increase.

The Board of Management is also authorized, with the approval of theSupervisory Board, to increase thecompany’s share capital, on one orseveral occasions, to a total ofEUR 384,000 by issuing new bearershares against cash or non-cash con-tributions by May 18, 2009 (approvedcapital II) and thereby, in accordancewith Section 5 (4) of the memorandumto determine the time from whichsuch shares participate in profits on adate which deviates from that stipulatedby law. The Board of Management isauthorized, with the approval of theSupervisory Board, to exclude share-holders’ statutory subscription rightsin the event of capital increases fornon-cash contributions in the contextof company mergers or in the event ofthe acquisition of participating interests

or companies and is likewise authorizedto specify the further details relatingto the capital increase and the con-ditions regarding the issue of shares.

Finally, the Board of Management isauthorized, with the approval of theSupervisory Board, to increase thecompany’s share capital, on one or several occasions, to a total ofEUR 153,600 by issuing new bearershares against cash by May 18, 2009(approved capital III) and thereby, inaccordance with Section 5 (4) of thememorandum to determine the timefrom which such shares participate inprofits on a date which deviates fromthat stipulated by law. The Board ofManagement is authorized, with theap-proval of the Supervisory Board,to exclude shareholders’ subscrip-tion rights provided that the newly is-sued shares account for 10% or lessof the company’s share capital at thetime a resolution is taken by the Bo-ard of Management to exercise thisauthority and provided that the issueprice is not significantly lower thanthe stock market trading price of othercompany shares of the same class atthe time such issue amount is deci-ded by the Board of Management. Thereference value for the stock markettrading price as referred to in the ab-ove provisions is the average value ofthe volume-weighted prices of thecompany’s shares trading on the un-official market on the FWB FrankfurtStock Market during the last five daysof trading prior to stipulation of theissue amount by the Board of Ma-nagement.

Capital reservesThe capital reserves result from theissue of the capital stock for a contri-bution in kind within the frameworkof the transformation of the companyfrom the legal form of a Kommandit-gesellschaft to an Aktiengesellschaftin 1994. No additions or withdrawalswere made to or from the capital re-serves in the business year 2005.

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Profit reservesProfit reserves developed as follows during the business year:

KEUR KEUR

Reserve for own shares, Jan. 1, 2005 353.7

Write up due to increase in share price in 2005 91.4

Reserve for own shares Dec. 31, 2005 445.1

Other profit reserves Jan. 1, 2005 6,185.1

Other profit reserves as at Dec. 31, 2005, no change 6,185.1

Profit reserves Dec. 31, 2005 6,630.2

Retained earnings/lossesThe retained earnings/losses disclosed in the annual financial statements ofUnilog Integrata Training AG developed as follows:

KEUR

Losses brought forward Jan. 1, 2005 -4,795.6

Losses for the financial year 2005 -298.5

Increase in the reserve for own shares -91.4

Losses carried forward Dec. 31, 2005 -5,185.5

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Other accrualsThe other accruals in the annual financial statements of Unilog Integrata Training AG are composed of the following:

Pension reservesThe pension reserves have been set up according to the rules ofSection 6a of the German Income TaxAct (EStG) and in accordance with

actuarial principles based on the2005 G reference tables of Dr. Heubeckat an assumed rate of interest of6.0 %.

Item

Jan. 1, 2005KEUR

Utilization Release

KEUR

UR Increase

KEURDec. 31, 2005

KEUR

Reserves for partial retirement 53.9 45.9 U 0.0 0.0

8.0 R

Holiday 32.6 32.6 U 101.7 101.7

Overtime 78.0 70.7 U 108.8 116.1

Employers’ liability insurance association etc. 101.4 84.5 U 83.9 83.9

16.9 R

Other personnel costs 31.2 31.2 U 201.4 201.4

Legal, consultancy and audit costs 80.3 80.3 U 85.3 85.3

Deferred repairs and maintainance 150.0 100.0 U 0.0 50.0

Outstanding invoices 885.4 532.6 U 600.7 864.5

89.0 R

Other 1,172.8 649.4 U 262.9 525.8

260.5 R

1,627.2 U

2,585.6 374.4 R 1,444.7 2,028.7

in %

Public seminars 54

In-house seminars 30

Qualification projects 15

Other 1

100

21

LiabilitiesThe liabilities amount to KEUR 2,998.1at December 31st 2005 and, as in theprevious year, are due within one year.Other liabilities include liabilitiesfrom taxes of KEUR 106.2 (KEUR 149.6in the prior year) as well as liabilitiesfrom social security of KEUR 171.9(KEUR 205.6 in the prior year).

IV. Notes on the profit and loss account

SalesSales are realized almost exclusivelyin Germany. Total sales reported byUnilog Integrata Training AG in 2005amount to KEUR 26,417.3.

The total sales reported in the annualfinancial statements are distributedbetween public seminars, in-houseseminars and qualification projects.

The percentage breakdown is as follows:

22


Other operating incomeOther operating income includesincome relating to other accountingperiods arising from the release ofaccruals amounting to KEUR 374.4.Other significant items included under other operating income are rental income from the subletting ofseminar rooms and the invoicing ofentertainment allowances. The writeup of the value of own shares is alsodisclosed here (KEUR 91.4).

Cost of raw materials, supplies andpurchased servicesThese costs include entertainmentcosts for seminar participants incurredduring customer seminars.

Personnel expensesThe personnel expenses in the annualfinancial statements include pensioncosts to the amount of KEUR 24.8(prior year KEUR 8.5).

The average number of staffed em-ployed by the group in 2005 was 142(161 in the previous year). The head-count on December 31st, 2005 was137.

UNILOG SA, Paris awarded stockoptions to the employees of Unilog Integrata Training AG. The stock optionswill be issued in several phases andissue is contingent on conditions(corporate goals, membership of thecorporate group). The stock optionswill be issued during a specific timeperiod. The expenditure for thisprogram will be borne by UNILOG SA,Paris.

Other operating expensesThis item includes IT, building, publicrelations, offices and communications,entertainment expenses, supplementarypersonnel costs and expenses relatingto the services received from UnilogHolding GmbH.

Interest incomeThe annual financial statements ofUnilog Integrata Training AG includeinterest income of KEUR 11.8 fromUnilog Holding GmbH and KEUR 81.3interest income from monies investedin fixedterm deposits. In addition, interest income of KEUR 17.3 wasearned on prior over payments of taxas determined by a tax inspection.

Increase in reserve for own sharesThe increase to the reserve for ownshares results from the revaluation ofown shares of KEUR 91.4 as at December31st 2005.

23

V. The company’s executive bodies

Members of the management board:Members of the Board of Manage-ment in the business year under review:

• Martin Löchner, Munich (Chairman) Businessman

Members of the Supervisory Board:Members of the Supervisory Board inthe business year under review:

• Gérard Philippot, Le Raincy(Chairman)Président du Directoire der UNILOG SA, Paris

• Dr. Christoph Binge, Berlin (Vice-Chairman)Lawyer and notary

• Martin Hornbach, Neustadt/WeinstraßeDirector

• Didier Herrmann, Courbevoie(from Feb. 15, 2005) BusinessmanVice-Président du Directoire der UNILOG SA, Paris

• Sonja Fell, MBA, ParisDirecteur au Développement(Corporate Development Director),UNILOG SA, Paris

• Peter Kirn (graduate engineer),BöblingenExecutive Consultant

Total earnings of the Board ofManagement and of the SupervisoryBoardThe earnings of the Supervisory Boardamount to KEUR 80.00; regarding theearnings of the Board of Management,the company has invoked the exemp-tion clause in Section 286 (4) HGB.

Pension accruals amounting to KEUR155.5 were made for former membersof the company’s executive bodies.Relating to earnings of one formermember of the company’s executivebodies the company has invoked theexemption clause of Section 286 (4)HGB.

VI. Contingencies and other financialobligations

The other financial obligations essen-tially concern obligations from lea-sing and tenancy agreements. Theyare expected to amount to KEUR3,037.4 in 2006. Liabilities due to af-filiated companies amounted to KEUR2,451.4. Similar liabilities will arise insubse-quent years.

VII. Carrying forward of retained losses

The retained losses of EUR 5,185.5disclosed in the annual financial sta-tements of Unilog Integrata TrainingAG as at December 31, 2005 will becarried forward.

Tübingen, February 28, 2006


Chairman of the Management Board

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Fixed Assets movement scheduleof Unilog Integrata Training AG, Tübingen for the period 1 January - 31 Dezember 2005

Purchase cost KEUR

Fixed AssetsJan. 1, 2005 Additions Disposals Dec. 31, 2005

I. Intangible assets

1. Licences and similar rights 6,183.0 121.2 53.6 6,250.6

2. Goodwill 1,482.7 0.0 0.0 1,482.7

7,665.7 121.2 53.6 7,733.3

II. Tangible fixed assets

1. Land and leasehold rights and

buildings including buildings on

third-party land 212.4 14.8 6.8 220.4

2. Other fixtures and fittings,

tools and equipment 4,638.9 525.7 274.9 4,889.7

4,851.3 540.5 281.7 5,110.1

12,517.0 661.7 335.3 12,843.4

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Accumulated KEUR Net book values KEUR

Jan. 1, 2005 AnnualDepriciation

Disposals Dec. 31, 2005 Dec. 31, 2005 Dec. 31, 2004

5,641.6 362.5 52.3 5,951.8 298.8 541.4

906.7 98.8 0.0 1,005.5 477.2 576.0

6,548.3 461.3 52.3 6,957.3 776.0 1,117.4

185.2 18.6 3.7 200.1 20.3 27.2

4,202.7 280.5 271.5 4,211.7 678.0 436.2

4,387.9 299.1 275.2 4,411.8 698.3 463.4

10,936.2 760.4 327.5 11,369.1 1,474.3 1,580.8

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Management report for the business year 2005Unilog Integrata Training AG

1. General market conditions, business trends

As in the previous years, there was alack of economic drive in Germanynecessary to boost domestic consumerdemand in 2005, such that most ofthe forecasts for economic growthhad to be revised downwards duringthe year. The extent to which the poli-tical situation from the announce-ment of early new elections to the final forming of the governmentimpacted on the weak economycannot be clearly assessed. However,a survey published mid 2005 ofmembers of the German Associationof Information Management, Tele-communications and New Media organizations (BITKOM) is illustrativeof this problem. The organizationssurveyed mentioned for the fifth timein a row that the political situation inGermany is the biggest hindrance ontheir commercial success. At the same time, signs of a more positivegeneral outlook for this sector areevolving, with the expectation of aslight increase in sales, although thishas not yet had a significant effect onhiring new staff or on training staff.

The market for training is in a similarsituation. After three years of the professional training volume remainingat around 6 billion Euros (2004), there is currently a certain degree ofstagnation. Private sector companiesand the public sector continue to lackthe means of investing more in thequalifications of their staff. We expect the market volume will stay atthis reduced level and will not returnto the level of the boom years, even ifthere is noticeable improvement in

the economy. However, all our com-petitors are facing this situation, andthus further consolidation is inevitablein a market, in which there are somethousand different suppliers with verydifferent organizational structuresand product portfolios. According tothe trend analysis of the market forprofessional training, published bythe professional journal “manager-Seminare“ in February 2005, onlyaround seven per cent of allcompanies in this market have morethan 25 full time staff. Unilog IntegrataTraining AG is one of the mere five percent of all companies in this sectorwith more than 50 staff. Taking intoaccount the heterogeneity of the pro-ducts on offer, it is evident that ifmarket conditions do not change, only clear concentration and speciali-zation on a limited number of trainingareas and product forms or a targetedexpansion of the portfolio to a fullrange of training services will ensurea basis for future success.

2. Business Situation of the Company

In the absence of concrete figuresfrom branch observers, there were inour opinion not many signs for a significant growth on the market forqualification programs in 2005. Thehand brake had already been appliedto investment in staff training in prioryears.

Despite this, Unilog Integrata TrainingAG after 2 years of strongly decliningsales has succeeded in 2005 in in-creasing sales slightly and consider-ably reducing the losses compared tothe prior year.

This results from both a significantreduction in staff and other costs,and a revitalizing of the publicseminar business, which wasmarketed intensely in 2005. The company also used the financial year2005 to position itself as a fullservice provider to its customers.

Overall, the company has a much morestable basis than one year ago, andthis is reflected primarily in the opti-mism of the sales force. This strongerstability is underscored by the goodcash flow position.

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2.1 Total Sales

Core business sales increased by 1,0% to KEUR 26,537.1. Sales by service linesare as follows:

Intensive marketing enabled the service line “Public seminars” to increase sales at a higher than averagerate and with a growth of 7.6% to bethe driving force behind the positivegrowth of the entire company. The increase in average number of partici-pants per seminar also had a positiveeffect on the company’s results.

The service line “In-house Seminars”was able to halt the above average reductions in sales of the prior years,and shows sales of just below the level of the prior year.

Only the business area of qualificationprojects (Training Solutions) clearlyfailed to live up to expectations andexperienced a fall in sales of 9.8%. Asthis area has mid- and long term thegreatest growth potential, it will be focused on in particular in the future.

2005*KEUR

2004KEUR

Changein %

Public seminars 14,472.8 13,452.3 7.6

Corporate products 11,757.5 12,567.5 -6.4

Inhouse Seminars 7,844.5 8,228.8 -4.7

Qualification projects 3,913.0 4,338.7 -9.8

Other sales 306.8 246.8 24.3

Total sales 26,537.1 26,266.6 1.0

* Total sales 2005 include KEUR 119.8 increase in work in progress

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2.2 Investments

Investments in fixed assets increasedcompared to the prior year by around10%, and were mainly in hardwareand software. For example, new PCequipment for seminar rooms in ourbusiness locations was purchased.

In connection with the internal project“Ambiance” to improve the look ofour business locations, major invest-ments were made in fixtures and fittings.

Investments in internal IT systemsdeclined significantly in comparisonto the prior years. The internal pro-jects to implement a CRM system anda central seminar management systemare mainly completed.

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2.3 Research and development

The number of public seminars offeredby the company was on the level ofthe prior year, although around 50 newtopics were added to the seminarportfolio. The existing seminar contentwas also adapted to changing marketneeds.

The planning of seminar contenttakes into account seminars with a highmarket potential (Top 50 seminars).The business in the areas of staff development, project management andJava is developing particularly positi-vely.

In the business area of customer spe-cific in-house seminars, we are facedwith the market demand for increa-singly individualized products. Thishigh demand for customized solutionsis a challenge for us as service provi-ders, especially for small volume contracts.

The business area of project specificqualification programs was redevelopedto meet customers demands basedon our experience of projects and pro-ject material. We established TrainingSolutions in the following offer lines

as a marketing and sales medium aswell as a project realization platform:

• Staff and organizational development• Information technology• SAP – Trends and Technology• Qualification Services

The acceptance of Training Solutionsby our customers is a significant basisfor securing the long-term success ofour company as part of our corporatestrategy as a full service provider forqualification programs.

For our main product range, we deve-loped a comprehensive presentationof our product portfolio for seminarsand project business with TrainingSolutions. In addition, the content oftopic areas for seminar products wasreworked. Furthermore, we have initi-ated and marketed role based qualifi-cation stages with all in package prices. This enabled the company toappeal to a wider target group as afull service provider for qualificationprograms.

Our product range for participantcertification was extended, further increasing the attractiveness of ourseminar range. A Pearson VUE testcentre was set up in our training centres

in Hamburg, Düsseldorf, Cologne andMunich.

In cooperation with Microsoft we added product supplier approvedMOC seminars to our product program.The training centres in Düsseldorfand Hamburg were identified asMicrosoft Learning Partners in thisregard.

For market niche business we extendedour seminar range with products fromour cooperation partners Computer-links and IMS Society.

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2.4 Marketing

In 2005 we continued to focus on aclose integration of both key commu-nication channels – Direct Marketingand Online Marketing. The web issetting the pace here, not just for costreasons but also because it allows usto keep up with market developments.

Consequently, several new featureswere incorporated into the internetpresence of Unilog Integrata TrainingAG, for example features which enableus to quickly target and present newseminar topics and additional seminardates and market regional events.These developments allowed us, by themiddle of the year 2005, to process60 per cent of bookings on-line. Ourcustomers also benefit from bettersupport in the area of seminars,especially in the selection of suitablequalification levels and in the overviewof our local product range. In this contextwe have also intensified the use ofglobal external seminar databases andGoogle advertising, following very po-sitive experience of this in the prior year.

Beside the seminar topics, our webpage was made more attractive, notonly via the game “BrainTrain”, whichis often used by our customers, butalso via the systematic integration ofour new product field Training Solutions in our internet presence.This area is currently being expandedand is a particular focus of marketingactivity in 2006.

In line with the usage of the rapidinternet medium, we replaced our customer mailing with an e-Newsletter,and we also supplemented the seminarbrochure with a new format of“Seminar-Updates”. These updatesbetween seminar brochures offer ourcustomers timely information aboutnew seminar topics and have been incorporated into a wide range ofcomprehensive marketing campaigns,supported by the extended CRM system. We also produced variousflyers for the increasing range ofregional events, and have alreadystandardized the format for these.

Our seminar brochure has in additionto its high quality presentation, asimplified structure, and has hencebecome easier to read. We have added several detailed graphics ofseminar packages for various roles,which enable a considerably moretargeted qualification planning. A fullcircle to our web site is achieved viathe qualification planners and the various links and additional functio-nality in this area.

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2.5 Organization / Data processing

Pivotal CRM was introduced in 2005 inall business areas. After initial expe-rience of the system, the project teamdefined a catalogue of measures, whichallowed this system to be optimized.

Our organizational and IT infrastructurewas improved by the introduction ofan active directory and the migrationof our mail server to Exchange 2003 aswell as the centralization in Stuttgart.

Unilog Avinci is helping maintainingand developing our administrativesoftware Theke, and has already beenable to make some small changes inthis regard.

The seminar and administrative functions have been allocated newhardware (PC, monitors, notebooksand projectors) from new suppliers.

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2.6 Personnel

The number of permanent employeesfell from 154 (as at Jan. 1, 2005) to 137(as at Dec. 31, 2005). 9 new staff werehired. Fluctuation, taking account ofredundancies, amounted to 12.8 %.

A new incentive system was introducedfor staff in the areas of sales and port-folio management. The aim of thissystem is both to allow staff to participate in the success of UnilogIntegrata Training AG and the areas ofthe business in which they work, andto give them the opportunity to benefit from the results of their ownwork.

Due to the relocation of administrationfrom Tübingen to Stuttgart, a compen-sation scheme was approved with theWorks Council. All staff affected havetaken up the offer of employment atthe Stuttgart site.

In the area of staff development, a career model for sales and portfoliomanagement staff was developed andintroduced after approval by theWorks Council. In addition internaltraining schemes were held in the sales department, qualification pro-grams for assistants, which were begun in 2004 were continued and aninduction seminar was introduced fornew staff.

2.7 Costs

Due to the restructuring measuresbegun in 2004 and continued in2005, staff costs were reduced by6.3% compared with the prior period.This follows a 6.6% reduction in theprior year.

The fees paid to our freelance trainerswere reduced in absolute terms by 1.2%. In relative terms, taking account ofthe 1.0% growth in sales, the proportionof freelance fees compared to saleshas fallen slightly.

Other costs were reduced by costsaving measures in almost all areasby a total of 19.6%.

The total costs of the company weretherefore reduced in comparison to2004 by 8.4%. Together with the increase in sales of 1%, this helpedsignificantly towards reducing theloss for the period by KEUR 2,927.1.

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2.8 Financing

At the year-end, the company had cash and cash equivalents of KEUR 5,110.0and had no need of bank loans.

2005KEUR

2004KEUR

Changein %

cash flow 408.0 -1,928.5 121.2

2005KEUR

2004KEUR

Changein %

Loss for the period -298.5 -3,225.6 90.7

DVFA/SG results in EUR per no-par share* -0.27 -3.38 92.0

DVFA/SG results in EUR per no-par share ** -0.28 -3.46 92.0

2.9 Ergebnis

Post tax losses are KEUR -298.5 (prior year: KEUR -3,225.6).The DVFA/SG result developed similarly.

The following picture can be drawn:

* Basis: Total of 600,000 shares** Basis: Excluding own shares (585,260 shares)

The cash flow developed as follows:

2.10.Share price development

The shares of Unilog Integrata TrainingAG have been traded since April 22nd1997 on the open market of the stockexchange of the German State of BadenWurttemberg in Stuttgart. The issue pri-ce was 17.90 Euro. During 2005, theshare price increased from EUR 23.90(Stuttgart Jan. 3, 2005) by the end ofthe year to EUR 30.55 (Stuttgart

Dec. 30, 2005). The highest share priceduring that period was EUR 31.00(Frankfurt Dec. 19, 2005), the lowestshare price was EUR 21.50 (StuttgartSep. 15, 2005).In the reporting period, Unilog IntegrataTraining AG did not acquire any of itsown shares.

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3. Risk management

The risk management system has beenextended in recent years and integratedinto Unilog Integrata Training AG’squality system. An additional riskmanagement chapter added to thetraining manual now enables thecompany’s risk portfolio to be demon-strated in the framework of its ISOcertification. Potential risks, whichmay be encountered throughout thecompany, have been added to anddocumented in the process descrip-tions. The high quality of our servicesis confirmed by regular seminar appraisals.

Financial risks are examined and monitored in the framework of on going reporting and controlling bythose with divisional and overallresponsibility. The detailed reportingand forecast system, updated everymonth or occasionally as required,enables relevant risks to be detectedat an early stage.

Apart from contracting businessvolume, there are no other discerniblefinancial risks at the present time:Unilog Integrata Training AG conti-nues to have extremely low bad debtsand short accounts receivable peri-ods; the company's liquid funds havebeen safely invested.

Hedging transactions and derivativefinancial instruments were not used.

The business cycle risks, which im-pact the company, have been hedgedagainst by ensuring that the majorityof seminars are taught by freelancepersonnel. This enables the companyto respond flexibly to a changing business climate. This paid off in2005, as the relative proportion oftrainer costs to sales fell slightly.

There are no significant post balancesheet events.

35

4. Outlook

We do not expect that the market forqualification programs will signifi-cantly grow in 2006. An improvementin the market may be expected at theearliest in the second half of 2006.

Unilog Integrata Training AG will in2006 and 2007 therefore follow thepath it has already started on: in addition to measures to optimise theservice line “Public seminars”, inten-sive marketing of “Training Solutions“will be focused on as already mentioned.Our product range is clearly definedand is being marketed. Due to some newqualification program projects, whichwe have won, we see developmentsin this business area optimistically.

In terms of costs, we will be focusingon cost reduction and reducing fixedcosts. This is particularly true for themajor cost areas of staff costs and of

fice rentals. The considerable loweringof the break even point and the flexibility of reacting to an increasingvolume of work, with a stable fixedcost structure will be the basis for oursuccess in the future.

Following the successful realizationof our major goal for 2005, of signifi-cantly reducing losses, we believe weare well prepared to return to profita-bility in 2006 and to increase the levelof profits in 2007. All our efforts ourbeing invested in this goal, and weexpect positive effects from theintegration in LogicaCMG-Gruppe, aEurope and world wide successfulgroup.

36


5. Report on relations with affiliatedcompanies

The Stuttgart-based Unilog HoldingGmbH (formerly Unilog Integrata AG)is the majority shareholder of UnilogIntegrata Training AG, and holds66.599% of the shares (after takinginto account the own shares held byUnilog Integrata Training AG 68.276%).

On the basis of this shareholding Unilog Integrata Training AG is a dependent company within the meaning of German Stock CorporationLaw (AktG). According to Section 312AktG, the Board of Management hasdrawn up a report on the company’srelations with affiliated companies.At the end of this report the Board ofManagement declares that, to thebest of its knowledge, the companyhas received appropriate considerationin all legal transactions with affiliatedcompanies and that no measureswere taken or omitted that would place Unilog Integrata Training AG at adisadvantage.

6. Subsequent events

LogicaCMG acquired 46.8% of theshares of UNILOG SA, Paris. Therefore,since January 13, 2006 LogicaCMGowns the majority of 96.9% in UNILOG SA.

Tübingen, February 28, 2006


The Board of Management

Audit opinion

37

In relation to the financial statementsfor the year ended 31 December 2005and management report of Unilog Integrata Training AG, Tübingen, basedon the results of our audit, we providedthe following “Audit opinion”:We have audited the financial state-ments – comprising the balancesheet, income statement and notes tothe financial statements – togetherwith the accounting function and management report of Unilog IntegrataTraining AG, Tübingen, for the financialyear from 1 January to 31 December2005.The maintenance of the books and records and the preparation of the financial statements and manage-ment report in accordance with Germancommercial law and the supplementaryregulations of the articles of associationare the responsibility of the Company’smanagement. Our responsibility is toexpress an opinion on the financialstatements, together with the accountingfunction, and management report,based on our audit.

We conducted our audit of the financialstatements in accordance with section317 HGB and the German generallyaccepted auditing standards of financialstatements promulgated by the Institutder Wirtschaftsprüfer” (IDW). Thosestandards require that we plan andperform the audit such that misstate-ments materially affecting the pre-sentation of the net assets, financialposition and results of operations inthe financial statements and the management report in accordancewith German principles of proper

accounting are detected with reasonableassurance. Knowledge of the businessactivities and the economic and legalenvironment of the Company and evaluations of possible misstatementsare taken into account in the determination of audit procedures.The effectiveness of the internalcontrol system, in relation to the financial accounting and the evidencesupporting the disclosures in thebooks and records, and the financialstatements and management reportare examined primarily on a testbasis within the framework of the audit.The audit includes assessing the accounting principles used and signi-ficant estimates made by manage-ment, as well as evaluating the overall presentation of the financialstatements and management report.We believe that our audit provides areasonable basis for our opinion.

Our audit has not led to any reservations.

In our opinion, based on the know-ledge gained from our audit, the financial statements give a true andfair view of the net assets, financialposition and results of operations ofthe Company in accordance with Ger-man principles of proper accountingand the supplementary regulations ofthe articles of association and areprepared in accordance with the principles of proper record keeping.The management report is consistentwith the financial statements and gives a reasonable assessment of theeconomic situation of the Companyand the future business risks.

Hamburg, 6 March 2006

Susat & Partner oHGWirtschaftsprüfungsgesellschaft

Dr. Schlüter, Wirtschaftsprüfer(German certified auditor)

Graf v. Kanitz, Wirtschaftsprüfer(German certified auditor)

38

Report by the Supervisory Boardof Unilog Integrata Training AG, Tübingen,for the business year 2005 for presentation to the shareholders’ meeting on June 1, 2006

Throughout the business year 2005,the Supervisory Board of UNILOG Integrata Training AG monitored theconduct of the company’s businessand acted in an advisory capacity asrequired by law and the memoran-dum and articles of association. TheSupervisory Board discussed the business and strategic developmentof the company, current business andfundamental issues at meetings heldthroughout the year under review.

The Supervisory Board met four timesduring the course of the businessyear 2005. The Supervisory Board didnot form any committees. Mr. DidierHerrmann was appointed to theSupervisory Board based on the decision of February 15, 2005 of theTübingen local court. No other changes occurred in the membershipof the Supervisory Board during thebusiness year 2005.

The Board of Management submitteddetailed reports on the general state ofthe business, including sales trendsand the status of the company, priorto each meeting of the SupervisoryBoard. The Board of Management alsoreported to the Supervisory Board onits envisaged business policy, funda-mental corporate planning issues, andthe company's earning performance.All reports and documents requiredfor the preparation of SupervisoryBoard meetings were submitted to allmembers of the Supervisory Board.On the basis of these reports and documents the Supervisory Board wasable to monitor and provide advisorysupport in all important business trans-actions. Salient issues discussed atmeetings of the Supervisory Boardduring the business year 2005 included

the reorientation of the company’ssales operations and the relocation ofits administrative functions from Tübingen to Stuttgart.

The Chairman of the SupervisoryBoard was also regularly informed about business trends and discussedissues relating to business policywith the Board of Management.

The meeting of the Supervisory Boardto approve the balance sheet washeld in the presence of the auditorappointed by the shareholders’ meeting – Susat & Partner OHG Wirt-schaftsprüfungsgesellschaft (Germanpublic auditors), Hamburg. The auditorissued a report on its key findings.The annual financial statements ofUNILOG Integrata Training AG and themanagement report on UNILOG Inte-grata Training AG have been examinedby the auditor and an unqualified auditors’ opinion has been issued.The Supervisory Board is confidentthat the auditors have acted inde-pendently. The annual financial state-ments of UNILOG Integrata TrainingAG and the management report forUNILOG Integrata Training AG weresubmitted to all the members of theSupervisory Board and examined bythe Supervisory Board in accordancewith Section 171 of the Stock Corpora-tion Law (AktG). The auditor answe-red all the questions asked by theSupervisory Board and also providedadditional explanations. The Supervi-sory Board examined the annual fi-nancial statements, the managementreport and the auditor’s report andhas concluded that there are nogrounds for objections. The Supervi-sory Board has approved the annualfinancial statements of UNILOG

39

Integrata Training AG for the businessyear 2005 as audited by Susat & Part-ner OHG, Wirtschaftsprüfungsgesell-schaft, Hamburg and the annualfinancial statements have thereforebeen established in compliance with Section 172 of the Stock CorporationAct (AktG).

The Supervisory Board has also examined the report by the Board ofManagement disclosing relationswith affiliated companies. The Super-visory Board has not raised anyobjections to the declarations madein this report.

The report by the Board of Manage-ment has also been examined by thecompany's auditors and the followingunqualified opinion issued:

“Based on an assessment and auditperformed in accordance with ourprofessional duties, we confirm that

1. the statements made in the reportare correct,

2. with regard to the legal transac-tions referred to in the report, theperformances

rendered by the company were notdisproportionately high.”

The Supervisory Board has also declared its approval of the results ofthis audit. Having completed its ownexaminations, the Supervisory Boardhas not raised any objections to thedeclaration made by the Board ofManagement at the end of the reportdisclosing relations with affiliatedcompanies.The Supervisory Board wishes to express its thanks to the ManagingBoard and to all the employees ofUNILOG Integrata Training AG for theirdedication and hard work in 2005.

Paris, March 2006The Supervisory Board

Gérard PhilippotChairman

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Legal

Published byUnilog Integrata Training AGSchleifmühleweg 68D-72070 Tübingen

Responsible for the contentsMartin Löchner

TextUnilog Integrata Training AGElmar Probst

Concept and layoutMelanie Schmidt

PhotographyUli Maier fotodesign bff

Printlogo Print GmbHD-72585 Riederich

www.unilog-integrata.de/training

Documents

Unilog Integrata Training AG Foreword by the CEO To all our clients, business partners and shareholders, It is almost exactly a year to the day since the publication of Unilog Integrata