Ordina N : annual report 2020 – Marketscreener.com

ordina-n-:-annual-report-2020-–-marketscreener.com

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Annual report 2020 - Contents

CONTENTS

2

At a glance

82

Composition Management Board and

3

Key figures 2020¹

Supervisory Board

5

Five-year overview

82

Composition Management Board

83

Composition Supervisory Board

6

Foreword

84

Report of the Supervisory Board¹

8

A look back at 2020

84

Meetings and agenda

12

Client cases

91

Remuneration report

33

The world of today and tomorrow¹

101

Provisions of the articles of association²

40

Strategy and value creation¹

103

Financial Statements

45

Strategic pillars, objectives & results¹

166

Other information²

45

Engaged and driven employees

167

Group companies

51

Satisfied and loyal clients

168

Auditos report

53

Our sustainably distinctive profile

169

Assurance report

55

Returns and social responsibility

170

Legal organogram

171

Glossary of terms

63

Risks¹

174

GRI Index

63

Riskmanagement

178

NFI Reference table

68

Explanation of the risks

74

Governance¹

74

Business principles

76

Sound management

77

Internal controls and certification

80

In control statement

Chapters marked with 1 are part of the annual report pursuant to Section 391 of Book 2 of the Dutch Civil Code

Chapters marked with 2 contain the parts of the other information pursuant to Section 392 of Book 2 of the Dutch Civil Code

Annual report 2020 - At a glance

AT A GLANCE

Ordina is a local, independent IT services provider in the Benelux. We are the partner that helps you make your digital transformation and that gives you a digital edge. We call this Ahead of change.

VISION

Ahead of change

We do this by connecting technology, business challenges and people. We help you to accelerate, to develop smart IT solutions, to launch new digital services and make sure people embrace them. This is how we create a digital head start and make sure your organisation stays ahead of change.

MISSION Partnerships in sustainable innovation

*

The 2019 figures have been adjusted for the reclassification of a number of clients that were previously reported under the healthcare segment

Annual report 2020 - At a glance

Five-year overview

In millions of euros, unless stated otherwise

2020

2019²

2018

2017

2016

Revenue

369.2

372.3

358.5

344.9

343.6

EBITDA

46.4

36,7

18.7

14.5

15.1

EBITDA margin as a % of revenue

12.6

9,9

5.2

4.2

4.4

Net profit

22.3

14.9

6.9

3.1

5.0

Net profit margin as a %

6.0

4.0

1.9

0.9

1.5

Net cash position (year end)

44.4

24.6

18.5

10.9

2.7

Cash flow from operations

49.0

33.8

16.8

20.0

5.6

Equity

177.8

163.5

153.0

147.8

147.4

Solvency as a % of total assets

62

59

66

64.0

64

Number of shares outstanding at year-end (in millions)

93.3

93.3

93.3

93.3

93.3

Average DSO (Days Sales Outstanding)

49

53

55

54

55

Average DPO (Days Payable Outstanding)

47

54

55

59

61

Average number of staff (FTE)

2,572

2,573

2,542

2,560

2,709

Average number of direct staff (FTE)

2,286

2,286

2,251

2,263

2,394

Average number of indirect staff (FTE)

286

287

291

297

315

Number of staff at year-end (FTE)

2,586

2,629

2,647

2,559

2,689

Number of direct staff at year-end (FTE)

2,298

2,340

2,345

2,276

2,382

Number of indirect staff at year-end (FTE)

288

289

302

283

307

Productivity

70.1%

69.3%

68.6%

68.0%

67.7%

Ordina Promotor Score (NL en BE)

66.0 and 76.0

62.0 and 88.9

69.8 and 72.2

65.3 and 54.0

72.0 and 81.3

Scores Environmental targets CRS plan

Energy reduction per work space for electricity³

19.2%

-2.2%

-19.5%

5.7%

-3.3%

Energy reduction per work space for gas³

27.2%

30.5%

-27.8%

-4.9%

-2.8%

Fuel reduction in liters per car³

-48.5%

1.7%

-2.6%

-3.8%

-6.3%

CO2-reduction per FTE³

-47.0%

-0.3%

-4.0%

-5.7%

-3.3%

CO2-performance ladder level 5

Maintaining level 5

Maintaining level 5

Maintaining level 5

Maintaining level 5

0.0

Scores HRM targets:

Employee engagement survey

7.5

7.1

7.1

6.8

6.8

Inclusiveness (score on question employee engagement survey)

7.5

7.3

7.3

7.1

7.1

Key figures¹

1 2 3

Figures as stated in the published Financial Statements of the concerning year As of 2019 figures based on IFRS 16 'Lease accounting'.

Negative % is a reduction compared to previous year

Annual report 2020 - Foreword

FOREWORD

Ordina can look back on a strong year. We quickly adapted to the new situation due to Covid-19. We were able to continue to provide our services with virtually no problems and our teams successfully switched to working remotely. And by responding effectively to client demand on the digitalisation front, we recorded excellent results in 2020. This resulted in net profit of more than EUR 22 million. In 2020, we recorded above-average growth in revenue from our business propositions. Belgium and Luxembourg once again delivered strong performances. And we also performed well in the Netherlands, even though our revenue did decline slightly.

Our Ordina 2022 strategy, aimed at providing our clients with added value with our five business propositions, is well on track. Our clients are extremely satisfied with our IT solutions, which help them to realise their digital ambitions. We see this in our client satisfaction surveys, in which we scored of no less than 7.7, a continuation of the upward line we have seen in previous surveys. Our clients are particularly positive about our services, our client know-how and our cooperation. On top of this, we have managed to build long-term relationships with our clients, thanks to our innovative solutions that help them build a digital edge. For instance, we help banks detect and combat fraud and money laundering. And we use our Supply Chain Optimisation solution to help organisations become more data-driven. Meanwhile, we use our security solutions to help organisations to arm themselves more effectively against cyber attacks.

Our employees have also embraced our strategy and say they really appreciate working in teams. This is once again reflected in the higher employee engagement score

JO MAES, CEO

Annual report 2020 - Foreword

we recorded in 2020. They gave Ordina an average score of 7.5! This high level of employee engagement is a major trump card in the tight labour market for IT professionals, especially when you have to work remotely. Only time will tell whether this will become the new normal. What I see most of all is that the office is becoming more of a meeting place, to brainstorm, find inspiration or exchange ideas. Working remotely is also removing (geographical) boundaries. Our multidisciplinary High Performance Teams (HPTs) are particularly suited to this new way of working, in which location and time are less important, and client objective, result, knowledge of the local market and acting quickly are the most important aspects of what we do.

There were of course less positive developments on the business front last year. For instance, we saw that clients are now postponing large-scale IT projects, such as the rationalisation of back office system landscapes or transitions to the cloud, because of the uncertain market conditions. We also noted that there is still a lot of uncertainty in the labour market. People are opting for certainty and are therefore less keen to apply for a new job, making it far more difficult to recruit new people. On a more positive note, we are getting better and better at retaining our own employees for longer.

If we look at the three sectors in which Ordina operates - public sector, industry and financial services - we can see that the digital agenda is as important as it has ever been in the public sector. An effectively digitalised public sector is vital for society and its citizens. We offer solutions that are safe, agile and robust and that improve the interactions between citizens and public sector and private sector organisations. In the financial sector, IT has become a strategic asset. Banks are investing in the digitalisation of their services and in customer interaction. At the same time, they are faced

"Our clients appreciate us and increasingly see us as their business transformation partner"

with strict laws and regulations, as well as new players that are putting pressure on their revenue models. We can make a difference in this playing field, with our fraud detection and data-driven solutions. In the industry sector, an optimal supply chain is becoming increasingly important. Companies want shorter supply lines, which is creating opportunities for Ordina and our Supply Chain Optimisation solutions. Ordina is doing extremely well in the pharmaceutical industry. We are helping companies in the pharmaceutical and biotechnology sectors to validate and qualify their materials, processes and software. There are also lots of opportunities in the energy sector. The energy transition is placing significant demands on the IT organisations of energy companies.

We have entered a new phase, in which we will focus on the acceleration of our growth. To make this possible, we have strengthened our management team and appointed Joost de Bruin as CEO for Ordina the Netherlands, in line with our appointment last year of a CEO for Belgium/ Luxembourg, Lieven Verhaevert. We will focus on both organic and non-organic growth to accelerate the penetration of our business propositions in a number of niche markets.

As a company, we operate at the heart of society. Our people, clients and other stakeholders attach ever greater importance to social responsibility and sustainable business operations. We have embedded this in our Ordina 2022 strategy, which also covers subjects such as inclusiveness and diversity. In addition, we will focus on two spearheads. First of all, we are focusing on the greenification of our mobility and we have defined our ambition to become CO2 negative. We also want to use our IT expertise to make sure everyone has equal opportunities in society. As part of this ambition, Ordina professionals are teaching digital skills in junior schools. We also help to prevent malware attacks on hospitals via wijhelpenziekenhuizen.nl.

This past year has demanded a lot from everyone. I could not be more proud of how our people, in close collaboration with our clients, buckled down and got their work done. It is thanks in part to their dedication and adaptability that we, as Ordina, delivered an outstanding performance in 2020.

Jo Maes, CEO

A LOOK BACK AT 2020

SAP On Azure Partner

We attach a great deal of importance to strategic partnership. The fact that we are now a Microsoft SAP On Azure Partner shows that we have the vision and the strategy to add value to Microsoft products with our expertise.

January 2020

Ordina recognised as Top Employer

To be Top Employer for a whole year. Our Dutch and Benelux HR colleagues are very proud of the title. And so they should be, because this certification shows that we invest in our employees and in an attractive, inclusive company culture.

February 2020

January 2020

Baas van Morgen

At the end of January, Ordina took part in the Baas van Morgen (tomorrow's boss) event. The day saw some 350 children take over the Dutch business world and see what it feels like to be a company boss.

January 2020

Kick-off party 2020 Ordina Belux

The first and sadly also the last party before the country went into lockdown due to Covid-19.

Your microphone is still on mute

And then there was Covid-19. At Ordina, we also switched en masse to working from home, and digital meetings became an everyday reality. This did take some getting used to, with colleagues forgetting that their microphones are still on mute, and children or pets accidentally walking in on meetings.

March 2020

Ordina's orange heart beats for the Netherlands

As a sign of support for everyone who could use a pat on the back during the Covid-19 pandemic, we hung a huge banner on the facade of our offices in Nieuwegein.

April 2020

April 2020

Home-working task force advises Belgian market

May 2020

High performance teams conquer the work floor

Employees at our clients and other organisations also swapped their spot at the office or at clients for their home offices. In response to the sudden change, our home-working task force provided - completely non-binding - advice on the technology, tools or organisation of working from home.

We have known this for some time, but working in High performance teams (HPTs) is becoming the next big thing on the work floor. This was also apparent from the results of the Ordina Digital Monitor, a survey conducted by research agency Markteffect among 1,700 decision makers on the digitalisation front. Working in HPTs yields faster results, greater commitment from colleagues and lower costs, as teams work in short cycles.

Ordina joins Pledge 1%The cast of 2020

Also during the Covid-19 outbreak our young professionalsbegan their training at Ordina. Of course, they all complied with the measures to combat the spread of Covid-19.

May 2020

Ordina attaches importance to sustainability. One of our sustainability initiatives is the Pledge 1% movement, which we joined in 2020. The Pledge 1% movement contributes to the creation of a better world. Ordina employees contribute by cooperating in efforts such as projects for civic organisations.

July 2020

To ensure we can provide our clients with even better levels of service, we work with leading players in our field. One of these partners is INFORM, a supplier of the RiskShield solution, which we use to support banks in the fight against cybercrime, money laundering and terrorism financing.

May 2020

Partnership with INFORM

August 2020

Digital Combobox: a project with double the impact

The Combobox is a folder that lets children show how they are feeling using stickers. This helps children and their parents improve their understanding of the support and allows them to monitor their progress.The demand for a digital version was a perfect kick-off project for our young professionals.

Multi-year agreement with Logius and SSC-ICT

The government's digital agenda will continue to be a priority in the coming years. Logius and SSC-ICT, both part of the Ministry of the Interior and Kingdom Relations, once again chose Ordina to be one of the six parties that provide their IT services.

September 2020

Mendix Platform Partner

Ordina is working with Mendix at various clients in the industry, financial services and public sectors. The fact that Mendix has granted us higher partner status is good news, because that makes us one of a select group of Mendix Platform Partners.

September 2020

FENIKS Project

In October, the Ordina Rail team at ProRail started on the realisation of FENIKS, which will replace the applications that currently provide ProRail's freight yards with support in the execution of their operating processes.

October 2020

September 2020

Cooperation with JINC

Digital skills are indispensable these days. In cooperation with JINC, Ordina employees are going to help kids in junior school groups 5 and 6 to develop their digital skills. They will also be teaching senior school pupils the best way to apply for jobs.

Digital partnership

October 2020

SAP NOW Live

Luxembourg-based company Accumalux produces plastic parts for car and truck batteries. They produce no less than 30 million battery cases and lids at six production sites, ready for export to more than 30 countries. Ordina employees implemented a SAP CRM solution to enable Accumalux to approach their clients in all of those countries in a client-friendly and efficient manner.

Together you are stronger. This is why Clockwork and Ordina Consulting have joined forces as of 1 January 2021. This partnership enables us to pro- vide our client with even more effective support in their digital transformation.

December 2020

Annual report 2020 - Client cases

CLIENT CASES

AgroEnergy

Schiphol

KBCNational Police Force

Ecopower

Annual report 2020 - Client cases

AgroEnergy is the pre-eminent energy partner in the green- house horticulture sector, offering automated smart energy solutions and a wide range of energy products. For example, horticultural firms can use AgroEnergy's own trading platform to conduct their energy business online, giving them more control over their energy costs. With a view to the future, AgroEnergy decided to switch all its environments and applications to Microsoft's Azure cloud platform.

AgroEnergy moves to the cloud

AgroEnergy called on Ordina for help with the migration process. A High performance team worked closely with AgroEnergy's IT professionals on the entire migration from on-site to the public cloud. This involved transferring the development, testing, acceptance and production environments from a distributed environment onto a single cloud platform. All other relevant services, such as security, monitoring and VPN connections, are now also provided from the cloud.

Automating roll-out environments

Project leader Edwin Jongmans and solution architect Jeroen Kooiman of AgroEnergy explain why they opted to automate the roll-out of the environments. "Based on input from our team, in the preparation phase Ordinaput together a whole set of scripts, which formed the basis for the roll-out of the four environments. We started with the acceptance and production environments, followed by the test and development environments. We tested all the environments extensively and resolved any issues we encountered", says Jeroen Kooiman.

Quicker response to changes

Looking back on the project, both are happy with the end result. Edwin Jongmans: "This was a big and important project for us because it involved our entire application landscape. This included applications for contact and contract management, invoicing, our customer portal, as well

Continued on page 16

as the 24/7 consultancy services that customers buy from us. The go-live was particularly tense because all systems had to go down for a day. The big question was, would everything go well on the day? Our concern was not so much the technology, but the large number of connections we have, all of which had to be converted before going live. Fortunately, we did not encounter any significant problems during the migration. Because all the environments are now together, AgroEnergy can respond more quickly to changes within the business".

Quick interaction

The cooperation with Ordina also went really well, he adds. "A professional and highly skilled team we were able to interact with quickly and that started proactively", says Edwin Jongmans. "That's a great way to work. We got to know the team under extraordinarycircumstances. Our kick-off was in mid-March, just after the government announced that we had to work from home because of Covid-19. Instead of having a face-to-face meeting at our offices, we were suddenly in an online Teams meeting. That took some getting used to at first, but fortunately we saw that both sides were very keen to make this project a success. And it worked out well. The great thing is that the team that built the environment is now also managing that environment. The advantage of this is that the knowledge we accumulated is not lost and that we already know where to find each other".

Annual report 2020 - Client cases

Schiphol aims to become Europe's preferred airport using digitalisation and data. The development of the Schiphol Today app, which went live in March 2020 and enables floor managers to carry out their work more easily and efficiently, is fully in line with these plans

New Schiphol Today app improves work processes for floor managers

Ordina was called in to develop the app based on the Mendix low-code platform. A High performance team (HPT), consisting of both Schiphol and Ordina professionals, developed the first version of the app in less than three months. With almost 50 Mendix consultants, Ordina has extensive in-house Mendix know-how and expertise, partly thanks to the numerous successful Mendix-based solutions it has realised in recent years. The great advantage of Mendix is that Ordina, together with the business owners

on the client side, can quickly build and test prototypes and put those into production. And all in a fraction of the time required for traditional development methods. According to Ordina Mendix consultant Lennart Spaans, the key to the success of the partnership is the close cooperation in a hybrid HPT comprising Ordina colleagues and product owner Maud Schijen, together with UX designer Daan Brittan from Schiphol's Digital department

App with real-time information

Maud Schijen sees the app as a major improvement for the floor managers in terms of how they can do their work. On top of this, the app enables Schiphol to cut costs. "With the new app, the floor managers now have all the information they need at a glance. This means they are better prepared, work more efficiently and have more time for their core task: guiding travellers. Now, before they set off for work, floor managers can check the app to seewhich area they will be working in and with which colleagues, as well as any relevant specifics. The app provides direct supports for certain tasks, such as reporting any malfunctions. Floor managers can now do this digitally, so everyone immediately knows what is going on. The real-time information enables floor managers, but also support services, to respond more quickly to changing circumstances".

Continued on page 20

User input

To successfully take the app live and integrate it into the daily work of colleagues was no overnight operation. Maud Schijen: "We chose a native app for the best user experience. To test whether the user functionalities would also work as planned, we first built a proof of concept (POC) in Mendix. The designer then added a design to the entire app, after which we started a phase of continuous refinements. The entire backlog was cut up into sprints and, as a team, we got into a good rhythm of building new functionalities and tightening them up. As a multidisciplinary team, we can spar really well, as we look at and approach an issue from our different backgrounds. An additional advantage is that Lennart and fellow Mendix developer Kolien Pleijsant have easy access to specialist expertise within Ordina. Not just in the field of Mendix, but also in other programming languages or issues. During development, we also spent a lot of time testing with the users and incorporatingtheir feedback into the app. The latter is extremely important and made a real contribution to the success of the implementation and use of the app. To do this, you have to be close to the user and constantly seek out interaction.

In addition, we also included the other stakeholders in the process. Everything depends on internal and external coordination with the stakeholders and how well you can translate their wishes by operating as a close-knit team".

Ease of use based on a robust platform

Including all stakeholders in the process ensured that the new app was well received by users and the business. "Yes, the reactions to the app are very positive", says Maud Schijen. "We recently launched a new release and almost the entire target group has downloaded the app, so the app clearly meets a need. We have a really enthusiastic group of users who are very pleased with the professionalism and ease of use of the app. This is a great compliment for the look and feelof the app. With the move to Mendix, we have switched to a platform that can facilitate improvements on all sorts of fronts and is also robust enough for our targeted future growth. So we have in effect created a number of building blocks that can also be used by other target groups or employees".

And for the future

However, the delivery of this version of the app for floor managers does not mean Maud and her team's work is done. The plan is for all operational staff to use the app eventually. "We are now working on a POC for a new target group: the so-called authorities, such as the staff involved in supervision and enforcement at Schiphol. Just as for the floor managers, the intention is for the app to provide them with the latest information and help them to carry out their work more easily and efficiently".

Annual report 2020 - Client cases

KBC has its sights set firmly on digital transformation, both for its clients and for its own employees.

For instance, Ordina has helped KBC transform the personal assistant Francis from a mobile app into a full-fledged digital platform.

Digital assistant Francis takes the load off KBC employees

Tom Verbruggen, general manager and responsible for the digital work space at KBC, says Francis plays an important role in the digital work space. "With the help of Ordina, Francis has grown from a smartphone app into a full-fledged digital platform, so you can use Francis on both your mobile and your work PC. Employees can use Francis for a range of tasks, such as registering their working hours, reserving a parking space and scheduling days off. They can also use it to let their colleagues know that they will be a little late for a meeting or to let them know they are ill. The app also contains the most important internal news items. And youcan use Francis to pass on facilities issues. We've had all kinds of QR codes in our buildings for two years now. If a toilet doesn't work, you no longer have to send an e-mail. You can simply use the app to scan a QR code and indicate that there's a problem. Francis is the digital butler who makes your work more efficient".

Digital transformation

KBC differentiates itself on the Belgian banking market through its extensive and efficient digital portfolio. And it does so very successfully, as KBC was voted the best bank in Belgium in 2020. Verbruggen says KBC is fully focusedon digital transformation, with a specific focus on mobile applications. "We can make a difference with digitalisation. We put our customers first, with data being the new electricity. We want to use business intelligence initiatives to provide our customers with various products and services. For example, KBC Mobile offers our customers a lot more than just online banking. It also gives them access to a wide range of other services, such as mobile parking or reserving a shared bike. If you put your customers first, you also have to familiarise your own employees with

Continued on page 24

the same digital tools. Francis plays a crucial role on this front and acts as a kind of testing ground where we can try out new ideas. Good ideas that work in Francis are also included in the apps for our clients, and vice versa".

High performance team

To get Francis truly off the ground, KBC contacted Ordina, which provided a multidisciplinary High performance team (HPT) that started the development of the app. In addition to Ordina professionals, the team also included KBC employees. The product owner, scrum master and project manager are all from KBC. According to Seppe Wera, UX designer at Ordina, the approach from the outset was to make Francis for employees. "And the fact that we were given the opportunity to work as a kind of start-up at KBC has had a positive effect. Because we didn't have a product scope, deliverables or turnaround time, we were less tied to certain rules. This meant we were able to freely investigate and test what worked and what didn't, and that is what helped us achieve this result. So KBC

is very pleased with the quality of the work we deliver. The work is efficient, the code is of good quality and we are constantly making progress. As a HPT, we set the bar high and that also means that you can call each other to account for the results. Quality should be the deciding factor".

Positive reactions

By now, the vast majority of KBC employees have started using either the app or the PC version of Francis. Tom Verbruggen: "The reactions of the end users have been positive. We frequently hear that the app enables our employees to take care of their business very quickly. If you unexpectedly have to go to the office in the morning, you can simply use the app to arrange a last-minute parking space. And vice versa. Francis is so smart that, based on the fact that you've indicated that you're working from home, he also understands that you don't need a parking space, which makes it available to other employees. The app is not compulsory. Our people install the app because it offers them benefits. They can use the app to solve all kinds of overhead issues smoothly and easily. Francis gives employees access to a smart portal that filters what isimportant to them. Two minutes in Francis and you can then focus on your work for our clients".

Working patterns

Seppe Wera says work on Francis is not finished. "No, it's very much an ongoing process. We're now looking at how we can make Francis even smarter with the aid of the data sources we use, in combination with artificial intelligence, machine learning and data analytics. The goal is to reduce the use of Francis in the coming years. That may sound illogical, but we want to make the back end of Francis so strong that, based on a KBC employee's work patterns, Francis automatically takes care of all sorts of matters. At the moment, employees still have to set things in motion themselves. We want Francis to take care of things in advance. Suppose an employee indicates that they are working from home for a day because the plumber is coming that day, then Francis already knows that he has to convert any meetings into online Teams meetings. In other words, Francis has to become proactive".

Annual report 2020 - Client cases

Digitalisation is playing an increasingly important role in the national police force, with new technologies being used to support police work. One of the applications used by the police plays a key role in the criminal justice chain. Ordina is helping the police force to renew and improve this application.

National Police force fully commited to digitale transformation

Naomi Woestenenk, Director of the In-house Managed Environments and Innovations platform programme at the national police force, and her team are responsible for securing all in-house managed environments. These environments date back to the days when the police force was divided into 25 regional forces and a National Police Force Services organisation (Korps Landelijke Politie Diensten), in which each force had its own IT services. "Following the formation of the national police force, some of these in-house managed environments (IMEs) were still being managed by the operationalunits. In the IME programme, we are working on a rationalisation process and evaluating which environments are superfluous and which we can still use. For innovations developed during this operation, we've built our own cloud environment. This platform gives us the freedom to innovate and make a significant contribution to the digital transformation the police force is currently undergoing. The platform, on which some 30 DevOps teams are working, is helping the operation to raise the bar to the level we need to be at to deal with digital crimes and criminals".

Ordina High performance team

One of the environments that the police force is moving to that cloud platform is an application that plays an essential part in the communications between the police force and their chain partners in terms of applying for special investigative powers. Since the current application is outdated, the police force has decided to renew it, so it can be used by all units of the national police force. Ordina was asked to take care of this task and has deployed a multidisciplinary High performance team, who are developing the new application in Phyton.

Looking for the connection

The renewal of the application Ordina is working on is a complex process. This takes place in close consultation and cooperation with the relevant partner in the chain, due to the high level of mutual dependence. Naomi Woestenenk: "The strength of the Ordina team is that they look for the connection. They realise that it's not just about the technology, but also about the relationship. They think it's important to engage the various parties involved

Continued on page 28

in the process. They are also proactive in terms of coming up with ideas to improve cooperation, by demonstrating very clearly where the processes meet and what the benefits are for the parties involved. That approach has proved to be worth its weight in gold. The new application should become a robust user-friendly portal with a dashboard, so that you can immediately see the status of the application and which partner in the chain is processing it. The application must become, as it were, the digital highway between all the special investigation services and the relevant partner in the chain. We aremoving from a complex multichannel situation to a transparent and clear single-channel situation. That only has advantages for everyone. And we are also building it on the basis of the latest technology, completely cloud native".

Great mutual engagement

Naomi Woestenenk says her team members and the people from Ordina did have to get used to each other at the start of the process. "We have a rather noisy team and at the start they were working very hard with the doors closed. But early on in the process, everyone realised that we all neededeach other. From that moment on, the team became as one, with a great deal of mutual engagement to help each other progress. And of course the team members continuously challenge each other, and everyone wants to show who's the best. After all, they are developers, but there's nothing wrong with that. It's how they bring out the best in each other, which only improves the end result. The Ordina team is reliable and makes an active contribution to the process, especially when things go wrong. They anticipate well and do so with an open mind, pointing out what is possible and what is not. And if they'rewaiting for something to happen, they're more than happy to take on other issues and help other teams deal with issues if they get stuck at some point in the process. Working together in this way helps us to take big steps with relatively few people and achieve results quickly. I have been in IT for many years now, and if I know one thing it's that if you want to make technical leaps forward, the only way to do this is on the basis of an equal and effective partnership with your suppliers".

Annual report 2020 - Client cases

Ecopower has the wind in its sails thanks to the growing interest in sustainable energy. The Belgian citizens cooperative is a producer and supplier of renewable energy and is recording strong growth. To support this growth and prepare the company for the future, Ecopower recently made the switch to the user-friendly SAP S/4-HANA platform, with Ordina taking care of the implementation.

Annual report 2020 - Client cases

Ecopower opts for SAP to accelerate sustainable energy transition

Ecopower was founded in 1991. "Since then, our cooperative has developed significantly", says Emmeline Depoorter, IT coordinator and someone closely involved in the SAP migration. "From a small citizens' initiative that raised capital to restore water mills, we have grown into a cooperative energy producer, with 60,000 co-operative members who own Ecopower. We produce green electricity from solar, wind and hydroelectric power, and serve more than 50,000 customers. In addition, we focus on sustainable heating via our pellet and briquettefactory, plus the construction of heating grids. And of course we want to continue to grow, without losing our individuality. Ecopower remains a transparent company on a human scale. Energy for and by citizens - that's the idea".

New IT platform

Following the growth of Ecopower's portfolio and the expansion of its activities, the existing IT systems were no longer up to the job. This is why Ecopower started its search for a new IT platform. Emmeline Depoorter: "Acompany in full growth has to make sure that all its business processes run smoothly and that company data is available at the right time. On top of this, the energy market is a highly complex market. Digitalisation, automation and integration are essential to keep everything on the right track. We have felt the need for a powerful and forward-looking IT solution for some time now. A platform in which we could use to integrate our electricity production, our shareholder register, invoicing, logistics,

Continued on page 32

pellet plant management, accounting and data management, among other things, with the aim of optimising and streamlining all our business processes. After a market consultation, we arrived at a combination of SAP and Haulogy as software, and Ordina supervised the implementation. The new SAP S/4HANA is user-friendly and easily scalable, has numerous analysis options and is also suitable for smaller organisations like Ecopower".

Blueprint

To ensure a successful transition to SAP, Ecopower drew up a blueprint of exactly what was needed in SAP in collaboration with internal stakeholders and Ordina.

"Based on that blueprint, we looked at which components are already in SAP that we could use", says Emmeline Depoorter. "After all, SAP has many standard components for optimising processes. We then connected our processes to the standard processes in SAP. Where possible, we also looked at whether we could improve our processes. And sometimes it was necessary to build integrations or make tailor-made adjustments. In addition, we use a number of SAP Fiori-apps that, for instance, our support department uses for contact with customers. Ordina took care of the actual implementation in collaboration with our own IT department. We did this in two runs,first switching the pellet plant and then the electricity hatch. In the first half of 2021, we will follow this with the project management of the production projects. In addition, we have integrated SAP with Haulogy, an SaaS solution Ecopower uses to manage energy processes. After extensive testing, we went live in January".

Cooperation

Emmeline Depoorter is extremely pleased with the cooperation with Ordina. "The collaboration went really well. If we ran into an issue, Ordina did everything possible to solve the problem as quickly as possible. And they did it within the agreed deadline. The Ordinateam had the required expertise to make the implementation a success. And in the event of any problems, they were able to rely on expertise within Ordina itself. For an organisation like Ecopower, such a switch to SAP is a very large process and it also demanded a lot from all our employees. Because of course, in addition to the extra work involved in the implementation, their normal work also continued as usual. Following the switch to SAP, Ecopower is now ready for the future, for continued growth and the creation of even more ecological and social impact".

Annual report 2020 - The world of today and tomorrow

THE WORLD OF TODAY AND TOMORROW

Our vision

Technological developments drive innovation. And digitalisation helps you as an organisation to be relevant and agile for the world of today and tomorrow. It enables you to accelerate, to align your processes better and to optimise collaboration. And, not unimportantly, it opens new doors and takes your services to a higher level, and ensures your customers are more satisfied with your services.

Ordina is the right party for the job. We are the partner that helps you to realise your digital transformation and stay what we call Ahead of change. We do this by connecting technology, business challenges and people. We help you increase your speed, develop smart IT applications, launch new digital services and ensure that people embrace them. This is how we create a digital edge and ensure your organisation stays ahead of change.

We see IT as an enabler and game changer that makes digital transformation possible. We provide innovative solutions that help people, society and companies move ahead. And we do this by working together with our clients on sustainable innovation.

Who are we?

Devising and advising on the right application of IT solutions, developing and optimising effective software and platforms, and the management and optimisationof IT landscapes is the core of our company. We want to be seen in the market as a top service provider. We work closely with our clients using smart methods to get the best possible results for them. We do this through our own unique way of working: The Ordina Way. This approach lets our clients know exactly what they can expect from Ordina, at every phase of our collaboration. We prefer to work in teams that we put together on the basis of our clients' wishes and on the nature and complexity of the project. This is why these High performance teams (HPTs) consist of IT professionals with various kinds of expertise. What they share is a uniform way of working and they use systems and tools deployed right across the Ordina organisation. Not only does this get the best out of our people; it also results in better outcomes for our clients. This is very much appreciated by both our employees and our clients,effectively killing two birds with one stone. An optimum win-win!

We are active in the Netherlands, Belgium and Luxembourg. This means that we are close to our customers and really understand their business. We understand the impact technology can have and know how to use it to improve processes and create new business models. And more importantly: we know what is needed to make the combination of business and IT successful. This enables us to advise our clients on the best roadmap for the future.

Our core activities consist of consulting, technology and outsourcing services that we offer to our clients on the basis of our five business propositions.

We operate under two brands: Ordina and SourcePower.

Annual report 2020 - The world of today and tomorrow

Developments in the world around us

IT makes the world smarter, more sustainable and more efficient. We contribute to this by making work, transport and production easier and simpler. We do this by reducing spatial and infrastructural bottlenecks, making the food chain more sustainable, providing more efficient operations, a digital public sector and a living environment that is cleaner for everyone.

Economy

The world has changed significantly in the past year as a result of Covid-19. This has had an enormous impact on health, society and the economy. And it will continue to affect the economy in the years to come. Certain sectors have run into difficulties and unemployment is on the rise. The IT sector has stood up well to the consequences of this crisis, but the full impact will only become visible over a longer period of time.

Society

Our society is changing faster than ever before. Digitalisation offers opportunities to strengthen the vitality of our economy and society. It helps to encourage connections and progress in the interactions between people, organisations and public sector organisations.

We advise our clients on how to increase their digital resilience in the field of cyber security and compliance while maintaining optimal control.

Ordina believes it is important that everyone is able to make use of digital opportunities. Vulnerable groups in society find it difficult to participate in the digital world. They often lack access to a laptop or tablet, or lack digital skills. As a result, digital and social inequality is growing. Ordina is committed to making digital opportunities more accessible, especially for these groups.

Labour market

Demand for IT professionals is greater than the current supply. The result is a shortage of highly trained IT professionals. We are also feeling the effects of this shortage. But we can also see that IT professionals enjoy working for us. And that is not without reason. At Ordina, you get the chance to fully exploit your potential and realise your ambitions. We set the bar high, but that only makes you better. We challenge you to get the best out of yourself every single day. For example, with challenging assignments for clients that matter, and by working in teams. Add to that coaching on the job and our extensive training opportunities. This is what makes Ordina stand out in the labour market.

At Ordina, we see digital transformation as a continuous process, with the goal of creating a flexible, future-proof digital business model. We want to create added value by developing smart applications.

To achieve this future-proof digital organisation, you have to do more than just adapt organisational structures, processes and revenue models. Real success also requires changes in employees, company culture and behaviour. Ordina has extensive experience in this area and we can advise and support our clients in this process.

One downside of this development is that digitalisation has also led to an increase in the number of cyber incidents. This is constantly increasing the importance of cyber security for organisations. Stricter legislation and regulations in the area of privacy and data protection are also forcing organisations to improve their cyber security.

Technology

Technology has a major impact on business models and how organisations work. Responding to these challenges also creates lots of opportunities. However, many organisations are wrestling with the question of how to make the best use of these opportunities.

Annual report 2020 - The world of today and tomorrow

Strategic context

Our operational environment

  • Position of IT in the organisation

  • Working method:

    (Agile) multifunctional teams

  • Trends in IT

Stakeholder dialogue

  • Employees

  • Clients

  • Partners & Suppliers

  • Shareholders

  • Society

Sustainable Development GoalsCompetition

  • Niche players

  • Standard cloud software

  • Offshoring: scalable and at low cost

  • In-house development of IT competencies

Our strategic pillars

Satisfied and loyal clients

Engaged and driven employees

Sustainable, distinctive profile

Returns and social responsibility

Annual report 2020 - The world of today and tomorrow

The world around us and our strategy

As a local IT services provider, Ordina operates at the heart of society. We want to play a meaningful role for our clients, our people, our shareholders, our partners, our suppliers and society at large. We use developments in our field, the outcome of our stakeholder dialogue, our impact on three Sustainable Development Goals and the forces at play in our competitive environment as input for our strategy, which we have translated into four strategic pillars.

Our field of expertise

Being future-proof. That is what every organisation wants. While business and IT used to be separate worlds, IT is now a strategic asset that adds value to business. This is why business and IT now work closely together. Ordina sees digitalisation as the decisive success factor in staying ahead of changes.

We differentiate ourselves by using local multidisciplinary high performance teams that quickly deliver client value and results. They do this by developing digital solutionsor by optimising and implementing high-quality IT applications.

Many organisations are taking steps on the road to digital transformation and are readily embracing the 'digital first' strategy. In the process, they are moving to cloud services and expanding their smart platforms with low-code apps that can be developed quickly. And they are experimenting with and accelerating new technological developments, such as augmented and virtual reality, robotics, 5G, automation and artificial intelligence.

In the longer term, Ordina sees a movement towards IT4IT, hyper-automation, cloud-based business platforms and data-driven ecosystems. These developments will also change how everyone involved works together. This will create opportunities for Ordina to offer end-to-end solutions for our clients' digital roadmap.

Stakeholder dialogue

Speak the language of your clients and other stakeholders. Make sure you understand what moves them. And be in the vanguard when it comes to newchallenges in your environment. That is exactly what Ordina is doing. By being in constant dialogue with our stakeholders. The input from our clients, employees, partners, suppliers and shareholders is important to us and provides us with insights and opportunities to improve continuously.

The dialogue with our stakeholders is about the added value they can expect from us in the short, medium and long term. The results of these discussions provide us with the insight we need into which material aspects are important to our stakeholders. We use this as input for the development of our strategy and management. We have combined these aspects in our materiality matrix and test the subjects in a variety of ways. For example, we regularly speak with shareholders and suppliers.

In addition, our customer satisfaction survey and our employee engagement survey actively confirmed that our existing materiality matrix (drawn up in 2019) still reflects the right aspects for Ordina.

"Ordina considers digitalisation the decisive factor in successfully staying ahead of change"

Annual report 2020 - The world of today and tomorrow

Our materiality matrix

High

Relevance for stakeholders

Low

Low

Ordina's impact

  • 1 Recruitment, retention and development of talent

  • 2 Innovation and digital transformation

  • 3 Excellente services

  • 4 Interest rate growth

  • 5 Diversity and inclusiveness

  • 6 Impact on the environment (direct and indirect)High

RGB

CMYK

Annual report 2020 - The world of today and tomorrow

Sustainable Development Goals

Ordina's ambition is to have a positive impact on society right across the board. By doing business in a sustainable manner, we build long-term relationships with our clients, our people can truly develop and we also have a positive impact beyond Ordina's borders. This creates value in both the short and long term. Of course we think about employment, but we also think about the climate. In this way, we contribute to three of the UN Sustainable Development Goals: Decent Work and Economic Growth (SDG 8), Industry, Innovation and Infrastructure (SDG 9) and Climate Action (SDG 13).

Concurrentieomgeving

IT is a growth market and is highly competitive. Developments are emerging rapidly and the IT landscape is changing with these developments. As an IT services provider, we are increasingly taking on the role of director. Together with our clients, we establish a digital roadmap. We can oversee the landscape and recommend solutions that are a good fit with our customers' processes and goals. To help them accelerate.

As working in the cloud becomes increasingly popular, we see organisations opting for a flexible and scalable IT environment. This is at the heart of what Ordina can do

SDG

Ordina's contribution

SDG 8 'Decent work and economic growth': promoting sustained, inclusive and sustainable economic growth, full and productive employment and decent work for all.

Ordina seeks organic growth as a local play- er. We want to grow with our own employees help them develop substantively and aim for high engagement with Ordina.

SDG 9 'Industry, innovation and infrastructure': build resilient infrastructure, promote inclusive and sustainable industrialisation and foster nnovation .

ncreasing revenue from our business pro- positions, with our High performance teams and innovative Ordina solutions that help our clients stay ahead of change.

SDG 13 'Climate action': Take urgent action to combat climate change and its impacts.

mprove the quality of life and the world around us by reducing CO2 emissions.

and does. By using the added value that cloud computing offers, we develop, implement and manage applications on top of the basic IT landscape, such as an ERP system. An example of this is the development of the Schiphol Today app, which we built using the Mendix low-code platform. The app enables floor managers at Schiphol Airport to do their work more easily and efficiently.

IT is becoming increasingly important as a full-fledged part of doing business. From a cost perspective, offshoring remains attractive for many organisations. On the other hand, many organisations are also choosing to reduce offshoring and bring more IT competencies in-house. We are the local partner who develops digital roadmaps to the future in cooperation with our clients. We advise our clients on what they need to meet future challenges. And we can also realise these solutions together.

We see that niche players are very strong in specific types of expertise, such as SAP, Oracle or Java. Ordina differentiates itself from these niche players by having all this expertise under one roof. We offer end-to-end services based on our expertise, our portfolio and our client teams. If a client wants to switch to a different ERP system, we have the knowledge and skills in-house in areas such as Oracle, SAP and open source. We then look at which software best suits an organisation and which client teams we need to deploy to realise this. By combining the different building blocks and offering them as an integrated solution, we can offer our clients the best and most cost-effective solutions. A major advantage of this approach is that our clients do not have to deal with different parties. Ordina is the point of contact, has the required expertise in-house and can direct the process.

STRATEGY AND VALUE CREATION

Strategy

Our value creation model

We are working on our Ordina 2022 strategy on the basis of our vision: Ahead of change. In the coming years, Ordina wants to maintain and strengthen its position as a reliable IT partner for client-specific services for the local large business sectors and public sector organisations. This means that we are extending our services based on five business propositions, by adding distinctive niche solutions for existing and new clients. These solutions give us a recognisable face in the market.

The aim of our process of value creation is to have a positive impact on our environment and our stakeholders through our business operations. This is why we are in constant dialogue with our stakeholders about the added value they can expect from us in the short, medium and long term. We drew up our value creation model to map out this process of value creation.

The value creation model

Input

Value creation

The value creation model

Output for our stakeholders

Human and intellectual capital

High engagement and satisfaction with working at Ordina.

Strong career paths for talents that result in highly skilled employees recognised in the market for their expertise.

Digital and business know-how

Helping our clients to get ahead of change by connecting know-howof technology, business challenges and people .

Engaged and driven employees

Recruit, develop and retain employees, which results in the growth of the organisation.

Satisfied and loyal clients

Successful execution results in returns and structural employment in the Benelux.

Financial capital

Together with clients and partners, we work on accelerating digital transformations. In addition, we believe it is extremely important to make a positive contribution to society.

Strategic pillars

Expansion into specific niches with our business propositions .

Social and relational capital

Satisfied and loyal clients we work together with on their digital transformation.

Engaged and driven employees

Employee engagement:

Objective > 7.0

Result 2020: 7.5 Inclusivity measurement:

Objective >80%

Result 2020: 69%

Satisfied and loyal clients

Ordina Promoter Score:

Objective > 7.0

Result 2020: 70.2

Client satisfaction score:

Objective > 7.0

Result 2020: 7.7

Returns and social responsibility

Realisation of above-average financial returns with significant social engagement based on our expertise and limited CO2 emissions.

Objectives and results

Result: 38%

Returns and social responsibility

EBITDA margin:

Objective 2022: 10%-12%

Result 2020: 12.6%

Reduction CO2 emissions per FTE:

Objective 2017-2022: -8%

Result 2017-2020: -53%

Devising, developing and managing IT applications

As an IT service provider in the Benelux, we help our clients to solve problems. To do this, we use technology as an answer to organisational challenges. Together with our clients, we provide a variety of smart and innovative applications. We invent and recommend them, we develop and implement them and we manage and expand them. This varies from useful apps to complete e-commerce platforms that, in addition to offering user-friendly websites, are also linked to various business processes, so that invoice processing and logistics are well organised. We also manage various operational systems, ensuring that they are robust and reliable, guaranteeing continuity.

Our partners

We are an independent IT service provider. This enables us to devise, implement and manage smart IT solutions in cooperation with clients and partners. In addition, some of our clients already have specific IT environments they want to use in their digital acceleration. We have agreements with a number of partners who help us to serve our clients.

To help our clients to realise their digital acceleration, we have partnerships with parties such as Salesforce, SAP, Microsoft, Mendix, Oracle, Pegasystems, MarkLogic, Dataiku and Inform. For instance, for energy supplier AgroEnergy, we have facilitated the transition to Azure, Microsoft's cloud platform. And with the aid of Daitaiku, a supplier of Artificial Intelligence and Machine Learning platforms, we offer our clients the opportunity to transform into intelligent, data-driven organisations.

This is what we stand for: our core values

Our core values are what drive us. Our core values summarise what we stand for and how we do things. This Ordina DNA is part of every Ordina professional and ensures that we know our clients inside out and use our expertise, professionalism and talents on behalf of those clients.

We discover

We connect

We accelerate

From professionalism to being ahead in your field. We are curious and we are open to new developments.

From working together to accepting responsibility for the result. We are open-minded, inclusive and enterprising.

From knowing our clients to providing them with a digital edge. We focus on clients and strive for quality.

This helps us to identify opportunities and threats and find out what they mean. Every single day, we discover how to use our talent optimally, and how we can continue to develop our professional skills.

This helps us make connections and build relationships. Based on collaboration in High performance teams, Ordina accepts responsibility for the result.

This helps us look ahead and help our clients to accelerate. To proactively develop the best solutions for clients based on our business propositions.

So we can be ahead in our field and proactively help our clients stay 'Ahead of change'.

Proactively connecting inside with outside and vice versa. To realise the optimum result. Win-win situations with the best possible result for every stakeholder.

Ambitious solutions that make a real difference, that truly help clients to gain a digital edge.

Herman Meeuwsen, agile coach: "If you get the chance to work in a team for a more prolonged period, you can really build something together. Seeing individuals and the team grow gives me enormous satisfaction. Even if things don't go well, you learn from that as a team. And when

I see that the team is making an ever greater contribution to a client's success, then that makes me proud".

Laura Schreurder, scrum master/agile coach for two HPTs: "It gives me enormous satisfaction to be able to contribute to the development of teams and individual team members. So we are in an even better position to deliver a performance that meets our client's expectations. Then I am really happy to be part of the team".

Annual report 2020 - Strategic pillars, objectives & results

STRATEGIC PILLARS, OBJECTIVES & RESULTS

1

Engaged and driven employees

We can only help our clients get ahead of the changes in their sector with the best employees. It requires a solid business approach and driven Ordina employees who are well aware of the challenges in our sectors.

It is important that our people are always at the cutting edge of their profession and work in teams to add value for our customers. That is why we have career paths for talents that result in highly skilled IT professionals who are recognised for their expertise in the market. We set the bar high, for ourselves and each other, with exciting client assignments that make a difference. We continuously invest in a 'great place to work' through fun, knowledge sharing and teamwork. This is how we build a sustainably distinctive profile for the long term, not only for our clients, but also on the labour market. And this helps us to not just offer a broader career perspective, but also to increase the engagement of our employees. By working in teams, they can learn from each other.

We have formulated a number of objectives. First of all, we want to grow in terms of the number of employees. This is why it is important that Ordina is an attractive employer where people are fit, feel engaged in the organisation and are satisfied with us as an employer. Secondly, the development of our employees is essential to the quality of our services. After all, people make the difference for our clients. Finally, we believe diversity and inclusiveness are important factors in the optimum performance of our teams.

Covid-19 had an enormous impact in 2020 in many different ways. For instance, it affected how we work, because we started working from home in large numbers. At Ordina, the changeover was quick and easy. We already had options in place for working from home. We immediately addressed this issue in March, making it easy for our employees to switch to online meetings, chats, calls and digital collaboration. Despite the flexibility, commitment and creativity of our people, which led to good results, we also experienced a downside. Our employees who live alone were particularly prone tofeeling lonely. This specifically affected our younger employees. Our managers played a crucial role in maintaining contact with their team members, by making phone calls, arranging walking appointments or delivering gifts to their doors. Ordina also provided our employees with active support to prevent absenteeism, partly by offering them more training and psychological support through the Prevent desk. Employees with young children also faced extra challenges in achieving a good work-life balance. Temporary flexible working hours offered a solution on this front.

Annual report 2020 - Strategic pillars, objectives & results

Our employees Fact sheet

Average # staff (FTE)

3,000 2,400 1,800 1,200

600

2019

# staff influx (FTE)

600 480 360 240 120

# staff year-end (FTE)

3,000 2,400 1,800 1,200

600

2020

2,286 286

2,286 287

DirectIndirect

2020

2019

2020

2019

369

500

Direct

2,298

2,340

Direct

47

37

Indirect

288

289

Indirect

Movement in the number of employees

ave # FTE

2,572

Movement in the number of employees

yaer-end

2,586

Male/female ratio / in %

2020 2019

Male 80 80

Female 20 20

2020 2019

M/F ratio in managerial positions / in %

Male 69 70

Female 31 30

Age composition / in %

2019

Average age

2020

  • 56 > 13

  • 26 > 35 40

    < 25 6

  • 36 > 45 20

  • 46 > 55 21

    9 37 20 23 11

    Employees with a permanent contract

    100%

    Employees with a permanent contract

    77%

    Employee absenteeism rate / in %

    5 4 3 2 1 0

    2020

    Employee engagement score / in %

    Inclusive company culture score

    7.8

    7.5

    7.2

    6.9

    6.6

    6.3

    2019

    3.2

    3.6

    The Netherlands

    2017

    2015

    2016

    Belgium/Luxembourg

    I can express a deviating opinion at Ordina (scale of 1-10) Source: Employee engagement survey

    2018

    2019

    2020

Annual report 2020 - Strategic pillars, objectives & results

Our direct employees

Average # direct staff (FTE)

# direct staff influx (FTE)

# direct staff year-end (FTE)

2,500 2,000 1,500 1,000

Productivity 2020

Productivity 2019

500

500 400 300 200 100

2,500 2,000 1,500 1,000

500

70.1%

69.3%

  • 2020 2019

    2020

    2019

  • 204 275

  • 165 225

NetherlandsBe/Lux

1.410 887

1,493 848

NetherlandsBe/Lux

2020

2019

1,433

1,512

Netherlands

853

774

Be/Lux

Attractive employer

In 2020, the size of Ordina's workforce remained virtually unchanged at 2,572 FTEs on average across the year. In 2020, 416 FTEs joined Ordina in the Netherlands, Belgium and Luxembourg.

Ordina believes it is important to offer young IT professionals opportunities, but the expertise of medior and senior IT professionals is also important to the balance in our teams. In 2020, we hired 416 new employees in the Netherlands, Belgium and Luxembourg, 81 of which were young professionals, and 335 FTE medior and senior IT professionals. These numbers are lower than in 2019, which was due to the Covid-19 outbreak in March. In the immediate aftermath of the outbreak, we temporarily cut back on the recruitment of new employees. After the summer, we fully resumed our recruitment drive, but we were unable to catch up on our target for the year.

At year-end 2020, Ordina had 2,386 direct employees, or 2,298 FTEs (2019: 2,428 employees, or 2,340 FTEs). The average number of direct employees was 2,286 FTEs in 2020 (2019: 2,286 FTEs). In absolute terms, the Dutch organisation contracted by 79 FTEs, while Belgium and Luxembourg added 79 FTEs.

At year-end 2020, Ordina employed 288 FTE indirect employees (2019: 289 FTE indirect employees). At group level, these numbers are comparable to year-end 2019.

In 2020, we asked for structured feedback from our employees on four occasions. In January, we asked for feedback on vitality and in September we asked our colleagues for their opinion on our sustainability policy and development. We use this feedback to improve the employee journey within Ordina.

The surveys in April and October were related to the employee engagement survey. On average, our employees gave us a score of 7.5. This was once againan improvement on the previous year. Employees gave our approach to the Covid-19 pandemic a score of 7.9, primarily due to timely and effective communications. Most importantly, employees said in October 2020 that they would like to continue working for Ordina, citing career development as an important positive driver.

In 2020, Covid-19 changed the way we work. By necessity, we worked from home for three quarters of 2020. Due to the restrictions introduced in response to the virus, we have learned that working from home creates new challenges, both positive and negative. Because we believe it is important to treat the health of our Ordina colleagues with the care and attention it deserves, we provide a safe and responsible workplace, both at the office and at home. Approximately 800 employees took advantage of this scheme.

Annual report 2020 - Strategic pillars, objectives & results

Healthy and fit employees are important to Ordina. In 2020, absenteeism stood at 3.2% (2019: 3.6%), so was lower than in 2019. To keep our people fit, we offer a wide range of vitality programmes. Our employees can follow various online programmes, in which we draw attention to a theme-based approach to vitality, such as sleeping and eating habits and mental resilience. Via the Prevent desk, colleagues also have quick access to various care providers, from physiotherapists to psychologists. Because Covid-19 meant many of our employees were working from home and spending a lot of time behind their laptops and screens, we developed a special online [email protected] programme, in which Ordina's physiotherapists spend 15 minutes a week twice a week doing exercises and giving tips on how to stay healthy. Precisely because of the Covid-19 conditions, Ordina has taken extra care to help safeguard the mental and physical health of its employees.

People make the difference

Our people make the difference on a daily basis. The development and sustainable employability of our employees is important if we are to stay Ahead of change. This is why training and development play such a major role on this front. We do this through training on the job and coaching from managers. In addition, Ordina offers various training programmes in the Netherlands, Belgium and Luxembourg through the Ordina Academy, obviously aligned with 'Ordina 2022'. For instance, we developed an Ahead of change Learning kit. Ordina employees in the Benelux also participated in three types of development programme in 2020. These are specific professional training courses, a programme focused on our business propositions and a programme for personal development.

In total, our employees spent more than 100,000 hours on training in 2020. In addition to the total number of hours, we also calculate the participation level. This percentage

Dilemma: do we visit clients, or not?

In the year under review, we clearly demonstrated that we can work from home just as effectively as we do at the office. Our clients cooperated fully on this front and we realised some great results together. The number of travel movements (and associated CO2 emissions) declined significantly and traffic jams were no longer an issue. But what will this look like in the future? Will our employees want to come to the office? And what will our clients expect of us?

We like to be close to our clients and believe human contact is important to effective cooperation in teams. Plus we have foundshows how many of our employees followed one or more training courses. In 2020, this was 69% (2019: 84%). We did not achieve our goal of 80%. As a result of Covid-19, we switched many training courses from physical to digital, but the overall hours of training were still lower than in 2019.

It is vital that our employees are well trained and remain 'fit for purpose' in a market that is changing rapidly. Ordina pays constant attention to this and invests heavily on this front. If our employees fail to develop continuously, they will be less relevant in their professional field and lose the connection with our clients. For Ordina, it is essential to prevent this, not only from our own perspective but also from the perspective of social responsibility. This is why, in line with our CSR policy, we measure the outflow percentage of employees who have left the company at our request. The target is to keep this below 4%. In 2020, this was 3%, compared with 2.6% in 2019. Fromthat physical presence and being together to a certain degree is both preferable and healthy. So we do want to return to the office, but is it really entirely necessary? Or preferable? How do we safeguard the necessary balance between the environmental benefits of working from home, a healthy work-leisure balance and efficiency with the need for creation, consultation and human contact?

This throws up all kinds of new issues: how do we design our offices? How do we find new ways of working together? But also: how do we differentiate ourselves from our competitors, for both our clients and on the labour market, if we are all working remotely?

2020 onwards, we no longer use availability as a KPI for sustainable deployability. This is due to the fact that availability is a snapshot and can be due to any number of reasons. We have therefore dropped availability as an indicator for sustainable deployability.

Strong leadership is essential for the future of our company, which is why we invest heavily in leadership development. For example, we launched the second edition of Ordina Talent Accelerator Programme for young, up-and-coming talents. This is a two-year programme that challenges young talents and prepares them for key positions in the future.

We also have several specific talent development programmes aimed at our managers and others.

Annual report 2020 - Strategic pillars, objectives & results

Diversity and inclusiveness

People are different. That has value and it generates energy. This is why we value diversity and inclusiveness in everything we do, from recruitment to development and the role we play in society. And above all, our way of working, in high performance teams at our clients, consistently and repeatedly confirms the value of diversity. Each team has a diverse mix of people with different backgrounds, experience, personalities, expertise and all other forms of diversity. And that is what makes our HPTs so powerful and effective.

Ordina's various formal and informal communities are important in connecting and inspire our employees. Our employees set up these communities and Ordina facilitates their gatherings and meet-ups. In these communities, people connect, both online and in meet-ups, around a specific topic, a shared passion or a sport.

In our annual employee engagement survey, we measure whether our employees feel 'free to express their opinion'. This is a significant factor in feeling at home in an organisation. In 2020, our employees gave a score of 7.5 (2019: 7.3) for this aspect of working at Ordina

In addition to paying attention to personal qualities, connecting topics and the freedom to express your own opinions, we also measure diversity quantitatively by means of the male/female ratio. In 2020, the distribution was 80% male versus 20% female. The level of female employees has been the same for a number of years and is above average for the IT sector. However, we are striving for a more balanced distribution in our workforce.

The distribution within our management is 69% male versus 31% female. This male/female ratio is more balanced, but we would like to welcome more diversity in terms of background, culture and religion.

Works Council in the Netherlands

The Works Council is an advisory body for the Management Board and consists of Ordina employees. In March 2020, 15 employees were elected to the new Works Council. Covid-19 has had a major impact on working at Ordina and in the Works Council and the new Works Council members got to know each other from behind their screens. The Works Council supported the management in its Covid-19 measures, such as the policy of working from home. In cooperation with the Works Council, Ordina also paid out a one-off bonus to compensate for the extra costs of working from home.

The cooperation between the Works Council and the Management Board was constructive in 2020. The projects that the Management Board and the Works Council took up were in line with the Ordina 2022 strategy. The Works Council supported the Management Board in its redesign of Ordina's main organisational structure by issuing positive recommendations on the appointment of a Director of Ordina Netherlands and on the management of Information Management and Marketing & Communications at group level. The Works Council was also involved in the appointment of the new CFO, as it contributed ideas for the job profile and advised on the final candidate.

The Works Council approved the new, climate-friendly mobility scheme. In addition to this, the Works Council approved the change of the assessment cycle to a continuous dialogue, together with a new profit-sharing scheme.

Works Council in Belgium

The social elections were postponed in view of the Covid-19 measures, but Belgian colleagues who were eligible to vote elected new representatives for the Works Council and the Safety and Prevention Committee in digital elections on 16 and 17 December 2020.

The Works Council provides advice on social, financial and economic issues. The Safety and Prevention Committee devotes attention to ergonomics, prevention and the psychosocial aspects of work. The cooperation between the Works Council and the Committee is constructive, with attention devoted to the interests of employees, the employer and shareholders. The meetings in 2020 took place in an open and constructive atmosphere.

The monthly Works Council meetings include discussions on a number of recurring topics, such as the follow-up of Ordina's results and the availability figures. Other topics discussed in 2020 included the renewal of the collective labour agreement (CAO 90), the follow-up on employee retention, the guidance measures related to Covid-19 and the associated working from home situation, and the results of the Pulse survey among all employees in May and November 2020.

The monthly Safety and Prevention Committee meetings also include a number of recurring items, such as the results of the employee satisfaction barometer and the follow-up for long-term sick employees. The Committee also devoted a good deal of attention to the psychosocial and ergonomic well-being of our employees during the Covid-19 pandemic.

Erik Laeremans, UX/UI designer: "I consider working in teams as ideal. It's a harmonious mix of all the essential profiles that enables us, as a team, to create value for our clients. Our team coversevery aspect and phase of IT solutions. Working in teams gives me the energy to make even more progress, to make this team grow and develop. This team makes me proud of what we are achieving".

  • 51 Annual report 2020 - Strategic pillars, objectives & results

  • 2 Satisfied and loyal clients

Making sure our clients are ready for tomorrow's future. That is what we do. Our clients can count on IT solutions that truly help them realise their digital agenda. Sustainable IT solutions that are created without wasting resources or manpower, that do what they are intended to do and that last. We achieve this in collaboration with our clients thanks to an agile way of working with attention for security and privacy aspects. We translate business challenges into smart and innovative solutions from the full breadth of our company, and we make the difference with our High Performance Teams. This is how we accelerate our clients' business processes, add value with technology and help them to be ahead of change. In doing so, we take full responsibility for the results of our clients' projects.

Over the past year, Covid-19 had an impact on the way we work with our clients. In close consultation with our clients, we were able to continue our services with very few problems.

In the Benelux, Ordina works for local clients in three markets: financial services, public sector and industry. In these markets, we have built up long-term client relationships and we have a balanced mix of clients across industries. Because we work with local people, we can add value for local clients. Close to our customers.

Our markets

Public sector

Financial servicesIndustry

Technology contributes to an agile and compact public sector with self-reliant citizens. The Dutch government's digital agenda, NL DIGIbeter, will stimulate continued digitalisation of the Dutch public sector. In Belgium, too, the public sector is investing heavily in digitalisation. An effectively digitalised public sector is essential for society and its citizens. Ordina offers solutions that are secure, agile and robust and that improve the interaction between citizens, public sector and organisations.

IT is core business in the financial services sector. Tighter rules and legislation, pressure on costs and competition from FinTech firms is increasing the need for digitalisation. Ordina responds to this with solutions that enhance performance and customer experience by optimising processes and information and with solutions in areas such as fraud detection and data migration.

Intelligent operations and simple processes are vital in this sector. Ordina is active in a number of subsectors, such as transport, logistics, pharmaceuticals, energy, water and waste processing (utilities), telco and media. We focus on data-driven solutions.

Revenue per market segment In thousands of euros and %

Public

Finance Industry Total

Development in

2020 compared

2020

2019¹

to 2019¹

151,485

150,328

0.8%

98,558

106,249

-7.2%

119,190

115,682

3.0%

369,233

372,259

-0.8%

In the public sector, revenue increased by 0.8% to EUR 151.5 million in 2020 (2019: EUR 150.3 million). This increase was driven by an increase in revenue from our High performance teams and Intelligent data-driven organisations business propositions.

Revenue in the financial services sector declined by 7.2% to EUR 98.6 million in 2020 (2019: EUR 106.2 million). Revenue in this market remained stable in Belgium and Luxembourg. In the Netherlands, revenue declined, mainly due to our reduced deployment of subcontractors. We did

1

The 2019 figures have been adjusted for the reclassification of a number of clients that were previously reported under the healthcare segment

see an increase in the deployment of High performance teams and the use of data-driven solutions.

Revenue from our industrial sector clients came in 3.0% higher at EUR 119.2 million in 2020 (2019: EUR 115.7 million). In Belgium/Luxembourg, revenue growth came primarily from the pharmaceutical industry and higher demand for Business Platforms and Cybersecurity & Compliance solutions. In the Netherlands, we recorded lower revenue in this segment. Several clients were hit directly by the consequences of Covid-19, and there we saw a decline in demand. At the same time, we also saw a slight increase in demand from other clients.

Ultimately, our clients decide whether we are successful in achieving our ambition. This is why the Ordina Promoter Score (OPS) and our client satisfaction index (CSI) are so important to us. Every year, we measure the extent to which clients value our services and their general satisfaction. We aim for an OPS of at least 70.0 and a CSI of 7.0.

Annual report 2020 - Strategic pillars, objectives & results

We achieved our OPS targets in 2020, with a score of 70.2 (2019: 72.4). In 2020, the score in the Netherlands increased to 66.0 from 62.0 in 2019. This represents a rising trend, but we have not yet realised our ambition of 70.0. In Belgium/Luxembourg, the OPS declined to 76.0 in 2020, from 88.9 in 2019, but still remains well above target. The OPS score in Belgium/Luxembourg was exceptionally high in 2019, as there was not a single client who would not have recommended us.

We also achieved our CSI target in 2020, with a score of 7.7 (2019: 7.6). The scores were the same in both the Netherlands and in Belgium/Luxembourg. Based on these results, we have initiated a dialogue with our clients with the aim of constantly improving our services.

"In 2020, we realised our targets for both the Ordina Promotor Score and the customer satisfaction index"

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  • 53 Annual report 2020 - Strategic pillars, objectives & results

  • 3 Our sustainably distinctive profile

Digitalisation is changing the expectations of citizens and consumers with regard to services. This is forcing many organisations to define their digital agenda more clearly and more effectively. As a digital transformation partner, Ordina helps organisations with this transition, at the cutting edge of business and IT. As a local player, Ordina is at the heart of this field and has the right expertise, people and knowledge of the challenges our clients are facing. We distilled the answers to our clients' challenges into five themes, our business propositions. These provide answers to our clients' questions about their digital roadmap to the future.

Based on the Ordina 2022 strategy, we have structured our services in such a way that they contribute to a successful future for our clients and give us a more clearly defined profile in the market. This is reflected in the projects we win and the results we achieve for our clients. This annual report includes a number of examples of projects in which we have successfully put our clients 'Ahead of change'; see pages 12 and 32.

We want to significantly increase the revenue that we generate through our business propositions to 65% of total revenues in 2022. The revenue from propositions increased sharply to 38% in 2020 (2019: 32%). Our High performance teams and Intelligent data-driven organisation business propositions recorded particularly strong growth last year and now account for a significant share of our revenue. The revenue from Business platforms declined in 2020, as a number of contracts were not extended in 2019. Our Cyber security & Compliance and Digital acceleration propositions also recorded strong growth in 2020.

Our business propositions are: High performance teams, Digital acceleration, Business platforms, Intelligent data-driven organisations and Cybersecurity & Compliance.

High performance teams

Achieve real cooperation across traditional boundaries. Whoever can do that, can really accelerate. Ordina's multidisciplinary High performance teams (HPTs) give our clients a digital edge. We put together our High performance teams on the basis of a tried and tested approach and they work in sprints on a shared objective for our clients. These teams are able to achieve their goals quickly because our employees are perfectly attuned to each other, coach each other and work effectively as a team. As a result, the teams develop at a rapid pace and team performance improves continuously. This puts us in a position to immediately help an organisation to accelerate the creation of customer value. We do this by developing digital solutions, increasing the quality of IT applications or optimising processes. At the end of 2020, approximately 100 teams were active at our clients (end of 2019: 70 teams).

Annual report 2020 - Strategic pillars, objectives & results

Digital accelerationBusiness platformsIntelligent data-driven organisationsCybersecurity & Compliance

We help clients tackle their digital and business transformations. In doing so, we not only look at the business and technology side, but also investigate what this means on a human level. We connect organisations in the digital world with customers or employees via a range of technical possibilities. By making smart use of new technologies such as virtual reality, augmented reality and artificial intelligence, and by responding to the needs of the target group, we improve service levels and increase customer satisfaction.

Business platforms support an organisation's physical and digital processes. Whether this is operations, planning, finance or sales, they must be available 24/7 and offer scope for improving performance and effectiveness. Ordina maximises the effectiveness of our clients' business platforms to guarantee the continuity of processes. We ensure the technical continuity of the platform, guarantee the availability of know-how and target satisfaction across the board. We also realise that the demand for new functionalities always exceeds available budgets, manpower and know-how. This is why we provide advice on priorities and smart alternatives. We strike a balance between investing in reliability and investing in innovation. On top of this, we ensure that our clients' platforms are agile enough to move with the organisation and its future.

An intelligent and data-driven organisation is able to actively combine knowledge from an organisation with knowledge derived from data, to make sure that organisation is prepared for the future. Deploying this data intelligently in an organisation and in all its business processes makes the organisation agile and able to excel in a digitalising world. We support organisations in the areas of data science, LinkedData, GEO information and Supply Chain Optimisation. The result: more decisiveness, an excellent customer experience and the ability to anticipate tomorrow's world with a modified business model.

Our Cybersecurity & Compliance teams make our clients' businesses safe and resilient against cyber attacks, something that is becoming more important by the day. We minimise the chance that attackers can gain access. And if our clients are actually attacked, we ensure that they can respond quickly and effectively, to limit damage and make sure they can quickly get their systems up and running again. We focus on the most relevant security risks, plotted against an organisation's primary processes. Ordina uses an integrated approach, which includes technology, organisational issues and human aspects.

  • 55 Annual report 2020 - Strategic pillars, objectives & results

  • 4 Returns and social responsibility

We aim to have a positive impact on all our stakeholders. That means that we aim for above-average financial returns, but also that we make a positive contribution to society in a broader sense. And in all of this, we strive for minimum impact on the environment.

Revenue per segment

In thousands of euros and %

The Netherlands Belgium/Luxembourg Total

Development in

2020 compared

2020

2019

to 2019

245,569

258,651

-5.1%

123,663

113,608

8.9%

369,233

372,259

-0.8%

Financial returns

We want to achieve above-average returns by expanding our business with clients using our business propositions. And of course our operations also have to be in order. This is why we strive for a balanced cost structure with low overheads, with our employees working on attractive client contracts.

EBITDA per segment

In thousands of euros and %

2020

2020

2019

2019

The Netherlands

24,648

10.0%

20,051

7.8%

Belgium/Luxembourg

21,714

17.6%

16,635

14.6%

Total

46,362

12.6%

36,686

9.9%

In 2020, revenue declined slightly by 0.8% to EUR 369.2 million (2019: EUR 372.3 million). In line with the strategy, revenue from subcontractors declined sharply (around EUR 10 million) and Ordina generated more revenue from our business propositions. The proportion of revenue from business propositions increased sharply to 38% in 2020, from 32% in 2019.

The operating result (EBITDA) came in EUR 9.7 million higher at EUR 46.4 million in 2020 (2019: EUR 36.7 million). The EBITDA margin increased by 2.7% point to 12.6%. Our result showed a strong improvement on the back of an increase in contracts carried out by teams of our own professionals and a rise in the number of client contracts based on our business propositions. Productivity also increased (2020: 70.1%; 2019: 69.3%) and we booked less revenue with external employees.

Covid-19 had an impact on our financial results in a variety of ways. Some clients delayed projects or asked us to help them to find the cost reductions they needed. In addition, working from home had a positive impact on our costs, such as fuel, travel and accommodation costs.

Overall, Covid-19 had a one-off positive impact of around EUR 3 million to EUR 4 million on our financial results in 2020 (1% EBITDA margin).

In the Netherlands, EBITDA came in at EUR 24.6 million and the EBITDA margin at 10.0% in 2020. This improvement was the result of an increase in productivity, the improved quality of the revenue mix, with fewer external hires and reduced operating costs due to working from home, including fuel costs.

In 2020, the number of workable days in the Netherlands was unchanged from 2019 at 255.

EBITDA in Belgium/Luxembourg came in at EUR 21.7 million in 2020 and the EBITDA margin was 17.6%. The high margin was the result of the growth of the organisation with its own employees and reduced operating costs due to working from home, including fuel costs.

Belgium/Luxembourg had one workable day extra in 2020 (2020: 252; 2019: 251). The impact of one working dayfor Belgium/Luxembourg is around EUR 0.4 million in revenue and around EUR 0.3 million in EBITDA.

The net result came in EUR 7.4 million higher at EUR 22.3 million in 2020 (2019: EUR 14.9 million), entirely in line with the increase in the operating result (EBITDA). The revaluation of the deferred tax asset had a positive impact on the net result in both 2020 and in 2019. This revaluation was the result of the cancellation of legislation that would have resulted in reduced corporate income tax in future years. The impact of this was EUR 1.6 million in 2020 and EUR 1.1 million in 2019.

Our business propositions are successful. In addition to ever greater appreciation from our clients, they also result in higher returns. In 2020, at 12.6%, we realised our long-term EBITDA target of 10-12%.

Development cash position

At year-end 2020, Ordina had a net cash position of EUR 44.4 million (year-end 2019: EUR 24.6 million). The free cash flow increased to EUR 29.3 million in 2020 (2019: EUR 10.9 million), due to our improved operational performance.

As of 31 December 2020, Ordina had not made use of its available financing facility. Net debt as a ratio of adjusted EBITDA, as outlined in the financing agreement, stood at -1.2 at 31 December 2020 and was therefore well below the maximum of 2.50 agreed with our financiers. The Interest Cover Ratio stood at 229.8 as at 31 December 2020, and was therefore well above the agreed minimum of 5.0.

Information on Ordina's share

Ordina has been listed on the stock exchange since 1987. All outstanding ordinary shares in Ordina N.V. are listed on the Euronext Amsterdam stock exchange. Ordina N.V. shares are traded on the Small Cap Index (AScX) of Euronext Amsterdam. We greatly value a good relationship with our shareholders. We inform our shareholders, investors and the market in a transparent manner about the company's strategy, developments at clients, personnel developments and the company's performance.

Annual report 2020 - Strategic pillars, objectives & results

Transparency and accessibility are vital if investors are to make the best possible assessment of the value of the share and the company. Ordina enhances the visibility of its shares among institutional and private investors through an active and open dialogue with shareholders, analysts and banks.

Ordina organises regular road shows in Amsterdam, London and Paris. In 2020, we organised a number of digital road shows.

Share capital

The total number of outstanding shares stood at around 93.3 million shares at year-end 2020. At year-end 2020, there were no outstanding preference shares and there was one outstanding priority share. No new shares were issued in 2020. Each listed ordinary share in Ordina N.V. entitles the owner to cast a single vote. We refer you to page 101 of the chapter 'Provisions of the Articles of Association' for an explanation of how the priority share works.

Act on the disclosure of major holdings in listed companies

Within the framework of the Dutch act on the disclosure of major holdings in listed companies (Wet melding zeggenschap in ter beurze genoteerde vennootschappen),Ordina received the following notifications (situation at year-end 2020):

  • Shareholding 15% to 20%: Mont Cervin Sàrl, Teslin Participaties Coöperatief UA,

  • Shareholding 5% to 10%: Lazard Freres Gestion SAS, Dimensional Fund Advisors

  • Shareholding 3% to 5%: Acadian Asset Management, JP Morgan Asset Management Holdings Inc.

We refer you to the Ordina website for an overview of the most recent notifications, or alternatively to the register of 'substantial holdings' on the website of the Dutch Financial Markets Authority (Autoriteit Financiële Markten

- AFM).

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Annual report 2020 - Strategic pillars, objectives & results

Share price development

The Ordina share price rose by 41.3% in the course of 2020 (2019: increase of 43.5%). Ordina shares were trading at a price of EUR 2.875 on 31 December 2020 (year-end 2019: EUR 2.035). The Small Cap Index closed the year 12.2% higher than at the end of 2019. The volume of Ordina shares traded in 2020 came in at an average of 378,573 shares per day (2019: 224,411).

Share Price Development 2020

Change in % compared December 31, 2019

50

25

Shareholdings members of the Management Board at year-end 2020

Jo Maes: 203,857 shares.

Annemieke den Otter (board member through 31 December 2020): 79,916 shares.

Dividend policy

Ordina has a transparent dividend policy. Depending on the estimated scope of the (existing and/or expected) cash position, Ordina pays out between 40% and 60% of the net profit in a reporting year as dividend, based on the premise that the company's healthy balance sheet ratio remains secured and on the following conditions:

  • a solvency ratio of at least 35% in the year under review;

  • a historical net debt/adjusted EBITDA ratio of less than 1.25 in Q3 and Q4;

  • the future net debt/adjusted EBITDA ratio in Q1 and Q2 is less than 1.25 (after dividend payment).

-25

-50

JanFebMrtAprMeiJunJulAugSep

Results per share In euros

Per-share information Equity

Cash flow from operations Net earnings per share

Net earnings per share fully diluted

31 dec 2019

31 dec 2020

Ordina

2.035

2.875

41.3%

AEX

604.58

624.61

3.3%

AScX

1,029.26

1,154.80

12.2%

OktNovDec

2020

2019

2018

2017

2016

In March 2020, Ordina withdrew its 2019 dividend proposal as a precautionary measure due to the uncertain outlook brought about by the Covid-19 outbreak. As a result of the limited financial impact on the 2020 results, Ordina resubmitted the dividend proposal in October. An Extraordinary General Meeting approved the proposal on 10 December, after which the dividend was paid out.

General Meeting

The General Meeting took place on 30 June 2020 and an Extraordinary General Meeting was held on 10 December 2020. For a summary of the resolutions adopted at these meetings, we refer you to the minutes on Ordina's website.

Financial calendar

8 April 2021

General Meeting

29 April 2021

Trading update Q1

29 July 2021

Publication interim results 2021

4 November 2021

Trading update Q3

17 February 2022

Publication annual results 2021

7 April 2022

General Meeting

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Our impact on society

Ordina operates at the heart of society. In addition to strong returns, we want to do more than just achieve financial success. Our stakeholders also expect this of us. Social responsibility and sustainability are becoming increasingly important to our clients, employees, partners and other stakeholders. That is why Ordina's business operations are focused on creating financial, social and environmental value for the longer term.

We want to be a leader in this, particularly in view of our strategy, Ordina 2022. We have identified two spearheads in this respect: environment and society. Our ambition is to become CO2 neutral and ultimately CO2 negative. And as a profession, we can make sure that everyone has equal opportunities in society.

Annual report 2020 - Strategic pillars, objectives & results

Environment: CO2 neutral/negative

We only have one planet. And we have to treat it with care, by avoiding waste and constantly reducing CO2 emissions. Ordina also contributes to this effort. Our goal is to be CO2 neutral in 2030, but our ambition extends beyond that. We want to become CO2 negative.

Our total CO2 emissions declined significantly in 2020 due to our employees' reduced travel as a result of the Covid-19 measures, and also due to the (partial) closure of our buildings during the (partial) lockdown.

Total emissions declined by 47% in 2020. This decline was almost entirely due to the Covid-19 situation in 2020. We realised our goal of an 8% reduction in CO2 emissions per FTE in the period 2017 to 2020.

In 2020, we joined the Dutch Anders Reizen (alternative travel) initiative and committed to the target to reduce the CO2 emissions per FTE due to business travel by 50% in 2030 (compared with 2016). Although Anders Reizen isa Dutch initiative, we also apply this target to our Ordina BeLux organisation. This initiative is a good fit with our long-term ambition to be CO2 neutral in 2030.

Mobility is a spearhead in our efforts to significantly reduce our CO2 emissions. The travel of our employees accounts for no less than 92% of our own CO2 footprint. This was of course much more limited in 2020 as a result of Covid-19. In 2020, Ordina had around 2,000 lease cars in its fleet, with around 1,100 of these in the Netherlands and around 900 in Belgium and Luxembourg. Of these, 301 cars were fully electric at year-end 2020 (year-end 2019: 205). The fuel consumption of our total car fleet was much lower in 2020, due to the sharp reduction in travel movements. Fuel consumption per car was down by 48.5%.

For the past two years, our employees in the Netherlands have had the option to transfer to fully electric cars. We pay an allowance to encourage them to switch and we make charging points available at their homes. To makethe use of electric cars even more attractive, we give our professionals the freedom to choose their electric car - within reason. Our brand policy does not apply to electric cars. Thanks to this stimulus combined with tax benefits, we now have 301 fully electric cars in our fleet at year-end 2020 (year-end 2019: 205). This means that at year-end 2020, around 27% of our Dutch fleet was fully electric. In Belgium, last year we also approved a new mobility scheme, which encourages the use of electric cars.

Ordina encourages lease car drivers to leave their car at home and cover their business kilometres by other means of transport. We have made NS (Dutch Rail) Business Cards available to every lease car driver and from April 2021, the available options will also include a lease bike.

We also encourage our employees to use alternative modes of transport and to use tech support to work and meet 'smarter' on-site. Ordina's new mobility scheme for the Netherlands encourages employees to choose a lease car that emits as little CO2 as possible. Diesels will no

longer be available in the new lease portfolio due to their fine particle emissions.

Belgium, this target is 2025. This is how we contribute to an even smaller CO2 footprint together.

measure the emissions related to gas and electricity consumption per work station.

We have high ambitions on the sustainability front, as our goal is to include only fully electric cars in our fleet of lease cars in the Netherlands from 1 January 2022. For

The gas, electricity and waste consumption in our offices account for 6% of our CO2 emissions. Naturally, we are also doing our best to reduce these emissions, too. We

Following the announcement of the lockdown in March, we either closed our buildings or immediately made them suitable for maintaining a distance of 1.5 metres. We

Annual report 2020 - Strategic pillars, objectives & results

also did everything we could to help our employees to work from home. This resulted in a 30% reduction in the number of work stations on an annual basis.

Both gas and electricity consumption declined strongly in 2020. This drop in consumption was due to a significant decline in the presence of employees as a result of Covid-19 and the limited opening hours of our offices. Our data centre in Groningen is also downscaling. While overall gas and electricity consumption declined, we also saw a sharp drop in the number of work stations as a result of the 1.5-metre distance design of the offices. These adjustments led to a significant increase in consumption per work station compared with 2019. Gas and electricity consumption per work station increased by 27.2% and 19.2% respectively in 2020. If the number or work stations had remained the same as in 2019, gas consumption would have fallen by 11% and electricity consumption would have been 16% lower per work station in 2020.

Finally, through our services, we help our clients to reduce their own CO2 emissions, effectively increasing our positive environmental impact through our clients.

However, making the step to CO2 neutral and CO2 negative will require even greater efforts. The initiatives to minimise our CO2 emissions will lower our own emission levels, but we will have to offset the remaining emissions. We could do this by buying certificates, but we have deliberately chosen not to do this. Instead, we are investigating ways to make our own contribution to extra afforestation.

Society: Our profession contributes to equal opportunities

The signs of growing social inequality are all around us. At Ordina, we believe everyone should have equal opportunities. And we believe that our profession can play a meaningful role on this front. We do this by contributing to organisations that work for good causes and by introducing children and students to our profession.

Pledge 1%

One of the sustainability initiatives we are focusing on is the Pledge 1% movement, which we joined in 2020. The Pledge 1% movement is helping to create a better world. More than 11,000 organisations now participate in this movement by selflessly giving 1% of their assets, profits, products or time to a cause of their choice. At Ordina, we take on concrete projects related to our field of expertise. Our employees also volunteer for projects run by external civic organisations, such as NGOs, foundations, educational or healthcare institutions or organisations with ANBI (public interest institution) status.

"Ordina focuses its business operations on the creation of long-terms financial, social and environmental value"

Annual report 2020 - Strategic pillars, objectives & results

JINC

We are also active in boosting and improving the digitalisation of society via our cooperation with youth opportunities organisation JINC. We want to use our expertise to give kids ages eight to 16 a solid start on the labour market. JINC promotes a society in which a child's background does not determine their future and in which every child has opportunities. The JINC programme ensures kids become familiar with digitalisation, discover which type of work suits them best and acquire job application skills. One of the ways Ordina employees contribute is through teaching digital skills in junior schools.

Close the Gap

Ordina Belgium donates its used IT equipment to Close the Gap. This non-profit organisation ensures that laptops, servers and telephones are given a second lease of life in developing countries and, since recently, also in schools in Europe. This is how we help to ensure that everyone has equal opportunities in a digitalising world.

All Digital

In the Netherlands, Ordina took part in the Allemaal Digitaal (All Digital) campaign in the spring of 2020. This is an initiative of the government, civic organisations and the IT sector to collect used laptops, refurbish them and distribute them to the people who need them most. This is something that is particularly important during the Covid-19 pandemic, as we are relying more than ever on digital technology to learn, work and connect with others.

Two examples of JINC projects Ordina supports.

Wijhelpenziekenhuizen.nl

Landgoed Erfgoed Utrecht

One such project that Ordina is working on is the Wijhelpenziekenhuizen.nl (we help hospitals) initiative. This is a partnership between Dutch cybersecurity companies that are helping to prevent malware attacks against hospitals and healthcare institutions that are active in the fight against Covid-19.

Another project is the partnership between Ordina and the Utrecht province landscape heritage foundation Landschap Erfgoed Utrecht. Ordina uses its digital expertise free of charge to help the foundation in the field of IT and digital solutions. The foundation aims to preserve, manage and develop the landscape,cultural heritage and nature in the province of Utrecht. An example of the cooperation between Ordina and Utrecht Landscape Heritage is the 'Small Landscape Elements' project, which is making GEO data collected by thousands of volunteers over the years accessible to affiliated municipalities in the province and third parties.

Annual report 2020 - Risks

RISKS

Risk management

Risk management is an important part of Ordina's corporate governance, our way of working (our digital management system) and our business principles.

The risk assessment describes the risks that could jeopardise the achievement of our strategic objectives or our continuity. The risks are directly related to market developments, our market positioning and our business operations. We have drawn up the analysis on the basis of our strategic pillars: Engaged and driven employees, Satisfied and loyal clients, Sustainably distinctive profile and Returns and social responsibility. These topics correspond directly with our materiality matrix. The sustainability risks are an integral part of our risk management.

Risk management is an integral part of our business planning and review cycle. As part of the business planning, Ordina draws up a bottom-up risk assessment in the Netherlands and Belgium/Luxembourg. The management also performs a top-down risk assessment. We assess all relevant risks for likelihood and impact according to a fixed pattern. We subsequently discuss these during the periodic reviews, in the Executive Committee and with the Supervisory Board.

When determining risks, we have both assessed the impact they may have on the implementation of the strategy and estimated the impact they may have on our continuity (returns). The latter estimate (see pages 65 and 66) serves as the basis for the heatmaps we use to show the movement compared to the previous year and our ambition level (see page 68).

We determine our risk appetite as part of our risk assessment. Risks exceed our risk appetite when:

  • they threaten our continuity

  • they threaten our reputation in the field of compliance and integrity

  • they have a substantial impact on our revenues or a material impact on our profitability.

In addition, we have also determined a risk management ambition per risk on the basis of our strategy, the extent to which we can influence a risk and the developments relating to each risk in the year under review. In this context, we also assess any opportunities that may be associated with a risk, which might mean that fully mitigating a risk may not always be desirable. The measures we take are designed to move the risks towards the ambition level we have set. The rate at which we achieve this ambition depends on the risk and on market developments.

The heatmap on page 68 shows the risks on the left, positioned in line with our assessment of said risks at the end of the year. This shows which risks (could) have the greatest impact on our business operations should they materialise and the extent to which we expect the risks to materialise. The movement of the risk compared with the previous year (shown by the arrow) shows how the risk manifested in the year under review. On the right, the direction of the arrow shows our ambitions for the risks. We then describe this ambition for each risk, the developments in the past year and the measures we are taking to limit the likelihood of that risk materialising or to mitigate the impact of same. The measures also aim to move the risk in the direction of our ambition.

We have concluded that the impact of climate-related risks on our business is limited. As a result, they have not been included in our heatmaps. However, to provide sufficient insight into the sustainability risks, we have included them in a separate table on page 72.

Annual report 2020 - Risks

Connectivity matrix

Who do we create value for

  • Way of working

  • (Agile) multifunctional teams

  • Technological themes

  • Data-driven organisations Cyber security

    Objectives

    Clients

    Partners & Suppliers

    Employees

    Shareholders

    Society

    • Smart business platforms

    • Digitale transformation Cloud

      • Open Source (SAAS)

Satisfied and loyal clients with whom we collaborate on their digital transformation.

Recruit, develop and retain employees.

Expansion into specific niche areas with our business propositions.

Above-average financial returns with significant social engagement and limited

CO2 emissions.

Annual report 2020 - Risks

Risk overview

Impact of risk on strategic pillarss

Satisfied and loyal clients

Engaged and driven employees

R3

Effects pandemic

Both a threat and an opportunity. Negative impact if activities are stopped. On the other hand, success as a local partner, rapid switch to full digital workingReduced well-being and connection with Ordina, for instance as a result of fewer social events, training courses, etc. Absenteeism was lower in 2020 due to measures taken and continuo- us attention for employees

R4

Cybersecurity incidents

Incidents (internal or at clients) has an impact on external communications with respect to our Cybersecurity expertise.

Higher duty of care may result in extra costs or claims. Costs in the event of an incident may be high.

If work has to be stopped

(due to high absenteeism or cost cuts at clients), this will have a significant impact.

Incidents at clients result in loss of trust

This column shows the impact of the risks on our returns. This strategic pillar also includes our social responsibility.

We have included the risks we have identified that may prevent us from achieving our CSR objectives in the table on page 72

Annual report 2020 - Risks

Risk overview

Impact of risk on strategic pillarss

Satisfied and loyal clients

R6

Risk profile contractsFailure to deliver the promised project result

Engaged and driven employees

Extra costs (provisions)/claims

R9

Credit risk incidents

Payment problems clients result in higher costs/write-offs

R11

Compliance risks and negative reportsNegative image as employer

Negative image as supplier

Ordina (branding) is seen in a negative light

This column shows the impact of the risks on the return. The strategic pillar also includes our social responsibility. We have included the risks we have identified in terms of not achieving our CSR objectives in the table on page 72

Claims, fines, sanctions or other financial damages

Annual report 2020 - Risks

Heatmap movement and ambition risks (year-end 2020)

Movement

Ambition

High

Likelihood

MediumLow

Likelihood

R2

R9

R1

RR3

R5

4

R8

R7

R6

R1

1

R

R9

R1

R30

R5

4

R8

R7

R6

R

1

Risks

  • R1 Sensitivity to economic cycles

  • R2 Competition and pressure on rates

  • R3 Impact pandemic

  • R4 Cybersecurity incidents

  • R5 Tight labour market

  • R6 Risk profile contracts

  • R7 Valuation deferred tax assets

  • R8 Impairment goodwillLow

    Medium ImpactHigh

    Low

    Medium ImpactHigh

  • R9 Credit risk

    The ball shows the current positionThe arrow shows the movement over the past year

    The ball shows the current positionThe arrow shows the ambition

  • R10 Liquidity risk

  • R11 Reputation damage and compliance risk

Explanation of the risks

Sensitivity to economic cycles

Economic fluctuations, due to factors such as an unstable (geo)political situation, in combination with a relatively fixed cost structure, will have a direct impact on our results.

Development: The likelihood of this risk materialising has increased slightly due to a deterioration in the macro-economic outlook. However, this impact seems to be lower for IT service providers than for other services providers for the time being. This effect combined with the growing contribution of revenue from our propositions and teams to our overall revenue has slightly reduced this impact. The 'relative scale Ordina' risk is included in this risk.

Measure: We aim to create more added value in our services by focusing on our five business propositions, plus we look to forge sustainable partnerships to maintain and strengthen our client relationships. In addition, we are aiming to achieve a manageable cost structure and an increase in revenues from long-term contracts, including the deployment of teams. Revenue is also spread across various markets.

Annual report 2020 - Risks

Ambition: The measures we take are aimed at reducing the impact of this risk to just below the medium end of the scale. We do not consider a reduction to a low impact and/or low likelihood feasible, nor do we consider it desirable to mitigate this risk to low, as our services are sensitive to economic fluctuations, which also creates commercial opportunities.

Competition and pressure on tariffs

Capacity is more and more becoming a commodity, with brokers and freelancers putting pressure on rates. There is strong competition from niche players and large, established companies in the area of added value contracts.

Development: The Covid-19 pandemic has had a negative impact on the economic outlook (see also Sensitivity to economic cycles). However, it also offers Ordina the opportunity to continue supporting clients as a local partner and quickly switch to working fully digitally. This increases the likelihood and slightly reduces the impact. The 'Rise of small, specialist companies' and 'Pressure on consultancy tariffs' risks outlined in 2019 are included in this risk.

Measure: See Sensitivity to economic cycles

Ambition: We aim to reduce both the likelihood and impact of this risk to the medium end of the scale. We do not expect the likelihood or impact to fall to 'low': we operate in a competitive market, so this risk also presents commercial opportunities.

Impact pandemic

The pandemic has had a negative impact on the well-being of our staff and working from home has made maintaining social connections a major challenge. High levels of absenteeism could jeopardise staffing/ operations.

Development: We have added this new risk because the pandemic has left a clear mark on society over the past year, making it relevant enough for Ordina to mention here separately.

Measure: We follow the guidelines of the authorities to minimise the risk of infection. We also invest in the health of our employees through a vitality programme and social engagement activities. We offer facilities to make maximum use of the option of working at home and remotely. Finally, we help our clients to accelerate their digital transformation.

Ambition: By adapting to remote working and seizing the opportunities Ordina has to help our clients manage the consequences of the pandemic, we expect to be able to reduce the impact on Ordina.

Cybersecurity incidents

There are cybersecurity risks for Ordina itself, as well as cybersecurity risks in its projects for clients. The demands on cybersecurity are increasing, often implicitly. As one of the market players that claim to be able to help others, there is also a risk of reputation damage in this specific area.

Development: The likelihood has increased due to an increased threat and decentralised working. The impact has declined slightly due to the increased attention paid to contractually binding obligations towards our clients. The 'Data security and legislation' risk described in 2019 is included in this.

Measure: We are constantly building our security organisation and raising awareness. We also take steps to secure our own and our clients' information and information systems. Ordina is certified in accordance with the requirements of ISO 27001, supplemented by NEN 7510 certification. When delivering to clients, we are aware of our duty of care and continuously improve on this front.

Ambition: We consider it feasible that we can further reduce the impact of this risk. Our measures are also aimed at further reducing the likelihood of this risk materialising.

Tight labour market

The tight labour market for IT professionals makes clients and niche players attractive to our employees. In addition, it is also difficult to recruit experienced professionals. This situation can also lead to rising personnel costs. Due to the additional hiring of subcontractors.

Development: The likelihood has declined slightly because we are increasingly able to attract high-quality candidates. In addition, the labour market for IT professionals has become less tight due to the uncertainty brought about by the pandemic.

Measure: We have a clear market positioning and work continuously on our employee value proposition. By doing so, we make it clear to current and future employees what we stand for. In addition, we are committed to being an attractive employer, with an excellent reputation for integrity and high levels of employee engagement. Among other things, we use the positive experiences of working in teams to foster this. Younger generations of employees find the purpose of the company they work for increasingly important, which is why Ordina has committed itself to the Pledge 1% movement.

Annual report 2020 - Risks

Ambition: We aim to reduce this risk to 'medium', both in terms of likelihood and impact.

Risk profile contracts

Ordina's move towards more added-value contracts generates higher risks, as this assumes more responsibility for results. This is certainly the case when combined with the increasing duty of care as a professional service provider.

Development: The risk has increased slightly due to the larger share of added-value assignments in our portfolio. The 'Valuation of work in progress' risk defined in 2019 is included in this.

Measure: Our approach to projects ensures control and also support and commitment from all involved. In addition, we work continuously to improve our way of working. During procurement, our Deal Review System assures us of a critical assessment of opportunities and risks, and the involvement of the appropriate management level.

Ambition: Our measures aim to manage the impact of this risk and keep it in the middle range of the scale. We consider this area acceptable because we want to expand our project portfolio as a valuable part of our revenue model. As we seek to expand our project portfolio, we would consider an increase in the likelihood of this risk acceptable.

Valuation deferred tax assets

At year-end 2020, Ordina had loss carry-forwards totalling EUR 16.3 million. In the context of these loss carry-forwards, Ordina recognised a deferred tax asset of EUR 4.1 million. There is a risk that it will not be possible to offset these loss carry-forwards quickly enough, as aresult of which we will have to depreciate (a part of) the deferred tax asset. Changes in tax rates may also result in a revaluation. Based on proposals presented by the government on budget day in 2020, losses may no longer be diluted, but there will be a restriction on how tax loss carry forwards are measured, as a result of which companies will have to pay more immediate corporate income taxes.

Development: The likelihood of this risk materialising has declined due to Ordina's positive results. Based on the proposals published on budget day in 2020, there will be no reduction in tax rates and losses may no longer be diluted as of 2021. This will result in a positive revaluation, but without the risk of dilution, which reduces the impact should this risk materialise.

Measure: We strive for growth in all our markets and deliberately monitor our cost structure to improve our returns. For more information, please see note 12 on page 136 of the financial statements.

Ambition: This risk is at our ambition level.

Impairment of goodwill

Market circumstances and forecasts may sometimes necessitate the impairment of goodwill on acquisitions.

Development: The likelihood and impact of this risk have declined due to the improvement in returns and the higher share price in 2020. The likelihood and impact of this may increase if the prospects in the market and the share price deteriorate.

Measure: We are targeting growth in all our markets and we continue to strictly monitor our costs to improve our returns. For more information, please see note 8.5 on page 130 of the financial statements.

Ambition: we aim to continue to reduce both the likelihood and the impact of this risk.

Credit risk

Due to market circumstances, clients, suppliers or vulnerable groups could experience liquidity, solvency or continuity issues.

Development: this risk is unchanged. So far, the impact of the pandemic on our clients and suppliers seems limited on this front.

Measure: we report internally on a regular basis on payment behaviour and the outstanding invoices sent to (vulnerable) partners in the chain. We periodically assess the creditworthiness of our partners and apply strict limits.

Ambition: This risk is at our ambition level.

Liquidity risk:

Market developments and/or a critical attitude among financiers limit the available financing options in the market.

Development: This risk is unchanged. Ordina's net cash position is developing positively thanks to the improved operating result. In addition, we signed the first extension of the current financing agreement in October 2020. However, (capital) market developments are leading to a more critical stance on the part of financiers. These effects cancel each other out.

Measure: We strive for a healthy cash balance by monitoring our working capital intensively and keeping our overhead structurally low. Wherever possible, we will also take measures to further optimise our liquidity.

Annual report 2020 - Risks

Ambition: This risk is at our ambition level.

Compliance risks and negative reporting

Ordina has to comply with laws and regulations in its business operations. In addition, Ordina's reputation may be harmed by unfavourable reports in the press and on social media.

Development: Here we have combined the 'Failure to comply with laws and regulations' and 'Reputation damage' risks described in 2019. The likelihood is unchanged and considered low. We estimate the impact of this risk to be at the upper end of the medium level.

Measure: We use a multidisciplinary approach to monitor existing and changing laws and regulations and the associated risks. We are constantly looking for ways to make everyone aware of the importance of a good reputation. For example, we organise awareness sessions for new employees and others. It is a standard part of our considerations when entering into new contracts via our Deal Review System and the measures and procedures described in our Risk Control Framework, including those relating to integrity.

Ambition: We aim to further reduce this risk. We consider our ability to influence the impact limited.

We have removed the 'Consequences of threats or acts of terrorism' risk described in 2019 from the list. We expected the impact of this risk to be primarily in the area of travel restrictions and non-accessible (client) locations. We have learned from the pandemic and the switch to working from home that this would not necessarily limit our operations.

We have removed the 'Foreign Operations' risk we described in 2019 from the list. Ordina increasingly acts as a single company. This risk is no longer proportionate vis-à-vis other risks and will therefore no longer be listed.

Sustainability risks

We currently estimate the impact of sustainability-related risks for our business operations as low for Ordina.

Our business is not classified as a company to which the additional guidelines described by the Task Force on Climate-related Financial Disclosures (TCFD) apply. In this assessment of our risks we did take into account sustainability risks as described by TCFD (transition risks and physical risks). As a services provider, the transition risks, in combination with the measures we take, are not significant. With regards to the subjects described in the guidelines, we see more opportunities as an IT services provider than risk for our own business operations. Of the physical, chronic risks, rising sea levels is the most relevant to Ordina due to the geographical location of the Netherlands. We currently assess the likelihood that this will affect Ordina to be very low.

As described earlier, we have cited a number of sustainability-related risks and corporate social responsibility-related risks. We have assessed these risks in terms of their impact on our strategic pillars (see table on page 72). These risks fall outside the scope of the heatmap. Below you will find a description of these risks, as well as the development of the risks last year and any measures we took.

Insufficient diversity in teams

Insufficient diversity, including the proportion of men to women, results in less effective teams.

Development: Ordina's diversity ratios are above average for the IT sector. The number of women in the IT sector is low compared to other sectors. The risk develops in line with the shortages on the labour market risk.

Measures: By conducting specific recruitment campaigns, we recruit a diverse cross-section of employees. We devote constant attention to increasing diversity and inclusiveness, which we also assess via our Pulse survey. In addition, we have a methodology to ensure that we deploy diverse teams on our clients' projects. With our Devoxx programme, we try to make children enthusiastic about a career in IT at a young age.

Rapid developments in technology

Rapidly evolving technology can mean that our employees are not permanently employable and that clients may not get the best solution to their problem.

Development: The likelihood of this risk materialising is increasing due to the consequences of the pandemic. It is more difficult for employees to follow training courses and keep their expertise up to date.

Measure: The Ordina Academy offers our employees an extensive and varied programme that enables them to continue their training. Many of these training courses are available in digital format. We strongly encourage the use of the academy.

CO2 emissions and energy consumption

CO2 emissions and energy consumption are less sustainable than desired.

Development: Since working from home became necessary due to the pandemic, we have significantly reduced our energy and fuel consumption and our CO2 emissions. For Ordina, this creates a dilemma. This

Annual report 2020 - Risks

reduction was due to our employees working from home. At the same time, we think it is important that our employees be visible at our clients. We will find a new balance on this front based on ongoing developments.

Risk overview - CSR-risks

Measure: The travel movements of our employees are Ordina's biggest source of CO2 emissions. This is why Ordina agreed a new leasing policy in 2020 to arrive at a cleaner fleet. We will also consult with our clients to determine a new optimal way of working, in line with the lessons we have learned from the pandemic.

Impact of risk on strategic pillars

Satisfied and loyal clientsEngaged and driven employeesSustainably dis-tinctive profileReturns and social responsibility

CSR1

nsufficient diversity in teamsClients requesting commitment to diversity goalsEngagement employees and attractivenessInsufficient diversity impacts the effectiveness ofFailure to comply with social benchmarks in terms of diversity.

on the labour market our teams under pressure due to lack of diversity

As an employer, offering too few opportunities to people with difficulties accessing the labour market

CSR2

Expertise lags in he event of apidly changing echnological de- el-opmentsClients do not get the best solution for their business problemSustainable employa- Lagging in thebility of employeesfield of innovative solutionsInvestments in education and training increase to get expertise back to the desired level

CSR3

CO2 emissions and energy consumption less sustainable than desired

Clients want to return to the old way of working on locationEmployees increasingly look for a company with a social impactThe reduction of energy consumption and

CO2 emissions as a result of the pandemic is not sustainable

Annual report 2020 - Governance

GOVERNANCE

The Governance chapter includes detailed information on our operational governance. This is followed by the Management Board's in control statement, the composition of the Management Board and Supervisory Board and the report of the Supervisory Board.

Our operational governance is based on three pillars:

1

Business principles

  • 2 Sound management

3

Internal controls

Business principles

Our code of conduct and the related guidelines provide guidance for the actions and conduct of both management and staff. We operate our company according to sound economic principles, we are a loyal partner, a reliable supplier, a socially responsible employer, and we take our corporate social responsibility seriously.

Director, the CEO of Ordina Belgium/Luxembourg, the Portfolio & Business Development Director, the Director Delivery Netherlands and the Digital Banking Director.

Ordina is active in the Netherlands, Belgium and Luxembourg. The services we provide to clients in the three countries are comparable. Both in the Netherlands and in Belgium/Luxembourg, the Ordina organisation consists of Commerce, Delivery and Portfolio management. These business departments are supported by various staff departments.

Social policy

The aim of Ordina's HR policy is to find a good balance between the interests and opportunities of the company and those of its employees. We offer employees equal opportunities for personal growth and career development and strive for fair treatment in the event of any conflicts. We do our utmost for the well-being of our employees through an active vitality policy and provide good working conditions.

integrity policy. This integrity policy is based on three pillars: policy, integration in the organisation and the knowledge and development of our employees. We devote a great deal of attention to the development, awareness and knowledge of our employees on this front. Our code of conduct lays down the level of integrity Ordina expects and the appropriate attitude. In addition to the code, we have a broad range of interrelated guidelines that also offer specific guidance on subjects such as anti-bribery, gifts and business entertainment, the prevention of fraud, the prevention of conflicts of interest, fair competition and handling confidential information.

Ordina safeguards these norm-setting parameters through an annual review of policy documents, including the code of conduct and the related guidelines. We also evaluate suggestions from employees. In addition to this, we conduct biennial risk assessments that provide insight into whether extra control measures are required with respect to a number of relevant themes, including anti-corruption and bribery.

Organisational structure

The Management Board comprises the CEO and CFO, who together form the statutory management. The Management Board is responsible for the strategy and management of Ordina. To ensure that the company's day-to-day operational management was organised as efficiently and effectively as possible, in 2020 Ordina had an Executive Committee (as per 1 January 2021, we replaced this committee with a strategy committee and an operational committee (see page 87). This Executive Committee consisted of the Management Board, the HR

Integrity

Ordina wants to be an honest and reliable company. Integrity should be woven into the very fabric of the Ordina organisation. Acting with integrity lies at the heart of every relationship and every contact. It creates trust and it determines our success. Any lack of integrity could undermine the continuity of our business.

We monitor risks in the fields of business integrity (including anti-corruption and bribery) and personal integrity (including human rights) on the basis of our

In the context of our integrity policy, in 2020 we once again organised a brief workshop for new employees on their first day, during which the Compliance Officer explained how Ordina handles integrity issues. Ordina has embedded the integrity policy in the organisation in a number of ways, including via reports and regular consultations:

  • we have a clear procedure for dealing with incidents; we organise interdisciplinary consultations between the Compliance Officer, the Internal Auditor, the Privacy

Annual report 2020 - Governance

Officer and the Corporate Security Officer;

  • we have consultations on the compliance function with local Compliance Officers and the Compliance confidential counsellor;

  • we have mandatory internal reporting lines from the Compliance Officer to the Management Board and the Supervisory Board.

In 2020, we received one report in the context of the Code of Conduct reporting scheme. This report was related to peer-to-peer conduct and has since been withdrawn. Ordina includes the subjects of any reports in the annual update of the code of conduct, internal training courses and the related guidelines.

Ordina also believes it is important to maintain stable and honest relationships with its business partners. In that context, Ordina expects its business partners to act with integrity and honesty and to abide by laws and regulations. To safeguard this, Ordina has drawn up a suppliers code, which suppliers must abide by. The obligation to do so is part of Ordina's contracts and purchasing conditions. The above-mentioned suppliers code covers subjects such as human rights and anti-bribery, and is available on Ordina's websiterequirements. Except in those instances when the company has just reason to delay the publication of such information, the company will publish any information that qualifies as share price sensitive immediately in a press release.

Corporate Social Responsibility

Ordina is aware of its role in society. Partnerships in Sustainable Innovation and Corporate Social Responsibility (CSR) are embodiments of the same principle: using know-how and expertise sustainably for the benefit of people and society. We have embedded the various sustainability objectives in our strategic pillars. We monitor the diversity and inclusivity of our employee population as part of the pillar 'Engaged and driven employees'. And we focus on our contribution to society and impact on the environment as part of the pillar 'Returns and social responsibility'.

Our policy on the payment of taxes

Ordina believes that ethically responsible conduct with respect to the payment of taxes should be an integral part of any sustainable business operation. Ordina believes that meeting its obligations to pay taxes creates long-term value for all its stakeholders.

make any use of so-called tax havens.

Ordina is transparent about its approach to the payment of taxes and its tax position. We report our tax position in line with applicable national and international legislation. Intra-company services are settled on the basis of the at arm's length principle. Ordina meets all its obligations in transfer-pricing documentation. We closely monitor all new developments in the field of relevant documentation obligations.

The tax payments Ordina makes are primarily corporate income tax, dividend tax, sales tax, payroll tax and social premiums. Results are recognised where Ordina is legally registered, as a result of which Ordina pays corporate tax in the Netherlands, Belgium and Luxembourg.

Ordina communicates with the tax office on the basis of reciprocal trust and transparency. Ordina consults with the tax office periodically to discuss significant fiscal matters and developments. Ordina consults with the tax office in advance with respect to significant fiscal matters, if such is deemed necessary. Ordina currently has no agreements with the tax office in the context of so-called horizontal supervision, but the company does operate on the basis of the key principles of same.

Fair competition

We advocate fair and open competition in all markets and countries in which we are active. We refrain from closing agreements with other players in our sector that might have a deleterious effect on a client's freedom of choice.

Transparency

Ordina's annual and interim reports, plus trading updates, are publicly available and are published on our website. In these reports, we report our performance faithfully, scrupulously, transparently and in a timely fashion. We draw up our annual and interim reports in accordance with the principles for financial reporting and any legal

In line with our business principles, Ordina believes in ethically responsible conduct with respect to the payment of taxes. Ordina acts at all times in accordance with all applicable laws and regulations. We endorse the tenet that taxes should be paid on the basis of the fair share principle. Ordina's tax position is consistent with normal business operations and is based on its corporate strategy, its business principles and the geographical distribution of its operations. Each action related to the planning of tax positions should be related to the company's normal business operations and be in line with Ordina's business principles. Ordina acts according to both the letter and the spirit of the law. Ordina does not

Tax-related risks are part of our internal risk management and control system. We see compliance with tax laws and regulations as a compliance risk and it is part of the Ordina Risk Control Framework. As part of our risk management, tax risks and tax positions are discussed in the Executive Committee and the Supervisory Board's audit committee. The external auditor determines whether the tax position presented in the financial statements is a true and fair representation of same. Ordina and the external auditor consult with each other in this context, and discuss any relevant transactions and the communications with the tax office.

Annual report 2020 - Governance

Investor Relations

The Management Board, together with the Investor Relations Officer, maintains contact with shareholders and analysts. We provide our shareholders with all the relevant information they need through our annual report, interim reports, trading updates, the General Meeting, press releases and our website. We also publish our presentations for analysts on our website: www.ordina. com, and we organise analyst meetings twice a year. This is how we ensure that we provide the most complete picture possible of the developments at Ordina.

Sound management

Ordina attaches a great deal of importance to internal governance. We continuously assess and professionalise this governance. We devote systematic attention to our governance structure, processes, systems and controls. Our internal governance comprises the following building blocks:

  • strategy;

  • analysis of results, forecasts and internal reporting cycle;

  • transparent organisation;

  • transparent process for dealing with incidents;

  • project controls;

  • control self-assessment and audits (see Internal Controls section)

Strategy

Ordina scrutinises its strategy and the related targets and ambitions on an annual basis. Where necessary, we make adjustments based on market developments and the opportunities and threats we have identified. We conduct a strengths and weaknesses analysis and a strategic risk assessment to identify any potential need for adjustments. This is the responsibility of the Management Board. The Board also discusses Ordina's strategic direction extensively with the Supervisory Board at least once a year.

Ordina's strategic targets and the various business units' contributions to achieving one or more of those targets serve as the basis for our business plans and long-term plans. Our long-term planning is based on estimates of the assumed market developments in the Netherlands and Belgium/Luxembourg.

Ordina's business plan includes a financial budget per business unit. On top of this, it includes concrete business targets that have been translated into several Key Performance Indicators (KPIs), which we monitor for progress continuously throughout the year. In addition, Ordina uses the OGSM (Objectives, Goals, Strategies and Measures) method to translate our goals and ambitions into concrete and measurable actions and to monitor the progress.

Analysis of results, forecasts and internal reporting cycle

We analyse the financial results of the business units and their forecasts on a monthly basis, both at local and at corporate level. This analysis also includes newly identified risks, as a complement to the risk assessment in the budget phase. We translate any risks that have been identified into measures. The management subsequently reports periodically on the results of thesemeasures. We also discuss the status and progress with respect to the strategic pillars on a quarterly basis.

The management and the business controllers of the various business units submit monthly written progress reports. They report to the Management Board on the progress in the realisation of their business plan, the related KPIs and financial performance and related risks. Based on these reports, we hold monthly review meetings to discuss at the very least the following subjects:

  • actions agreed upon during prior reviews;

  • relevant commercial developments;

  • significant client developments;

  • the financial performance over the past month and updated forecasts;

  • progress in terms of the risks identified;

  • turnover and recruitment of staff;

  • progress and risks in the execution of key contracts.

Transparent organisation

At Ordina, we have laid down processes, responsibilities and mandates, the division of tasks, policies and guidelines, administrative requirements and controls in a clear and accessible manner in the Ordina way of working, in combination with our Risk Control Framework. The business unit management is responsible for the correct application of processes and systems.

Business control supports the management in the application and continued development and professionalisation of the management system as a risk management tool. The Business Assurance department monitors the correlation of the management system with Ordina's goals right across the Ordina organisation. Our management system is an integrated system, incorporating the requirements for quality (ISO 9001), business administration (AO), the environment (ISO

Annual report 2020 - Governance

14001), sustainability and CSR (ISO 26000) and data security (ISO 27001) set by international norms and laws and regulations. An external independent certified body assesses Ordina for compliance with these norms and standards.

Ordina's financial administration runs on SAP, which is the primary system for the administration and business operations in the Ordina organisation. The continued optimisation and implementation of the operational management remained on schedule in 2020.

Transparent process for dealing with incidents

Ordina has set up a transparent process for incidents in the fields of security, privacy, integrity and compliance. All incidents are registered and the designated member of staff monitors the resultant procedures. These are chosen from a limited number of potential scenarios, and we devote attention to potential improvements to reduce the likelihood of such incidents in the future.

For instance, in the event of a report via one of the channels cited in the Speak Up policy of the Code of Conduct, we first look for independent verification of the issue cited in the report. If the report is sufficiently concrete, we conduct a preliminary investigation of the facts. Depending on the outcome of such an investigation, the Management Board decides whether an investigation is required. We then take measures based on the outcome of such an investigation. These can be measures against people or measures aimed at making improvements or the tightening of policy and/or guidelines.

We also have a data breach procedure in place for (potential) data leaks, in which the responsible functionaries ensure the correct procedures are followed and (if necessary) the required reports are made.

These reports, investigations and the outcome of sameare compiled in quarterly reports. These reports are discussed in the Management Board and the Supervisory Board. The Management Board receives weekly progress reports during any investigations.

Privacy & security

Ordina sees the subjects privacy and security as major priorities, given the tightening of privacy laws and the increase in threats and risks in digital environments. On this front, we actively monitor compliance with the European General Data Protection Regulation (GDPR), partly under the supervision of our Privacy Officer.

Project management

Acquisition

Ordina strives for the sound management of projects in which we bear responsibility for results. This starts with a critical review of opportunities and risks during the commercial process. We also review the mandatory involvement of the right level of management, depending on the size and the risk of a potential contract. We implemented the Deal Review System (DRS) to safeguard this process. This system enables us to make well-informed decisions at every stage of the tender process with respect to whether or not it is advisable to submit a bid for a project.

Key elements of the DRS include the assessment of risks, as well as the control measures we can take to mitigate those risks. When we accept projects and management contracts, we obviously accept a certain level of risk. However, we believe these risks have to be manageable and transparent. Our track record, experience, strict project management and contractual agreements with our clients, including a realistic division of liability, are all key factors in this. Our Business Management department monitors the consistent application of the DRS.

Execution

Ordina has developed its own approach and tooling with respect to the delivery of High performance teams. We have two approaches available for the execution of projects; one based on Prince2 and another based on an agile approach. For management contracts, we have a comprehensive approach that is ISAE 3402 certified.

Ordina sees sound project management as a key condition for the realisation of targets. We want to provide our clients with added value by maintaining a clear focus on what we can do to help them achieve their own business goals and by making sure that our services continue to facilitate those goals. The progress of key projects is discussed in the business units' monthly review meetings, together with the main conclusions in the findings of the internal audit function.

Internal controls and certification

Audits

The internal audit function reports directly to the Management Board and conducts independent audits of the correct application of and compliance with internal procedures and guidelines. These audits focus on both financial and operational elements. The department reports its activities to both the Management Board and the Supervisory Board's audit committee on a quarterly basis. The goal of these activities is to use the audit findings as a basis for the continuous professionalisation of our internal control structure. In addition, these instruments also help us to continuously increase risk awareness within Ordina. The external audits are conducted by organisations such as DNV-GL (Det Norske Veritas-Germanischer Lloyd) and our external auditor EY.

The external audits cover the management system used, the administrative organisation, the Risk Control

Annual report 2020 - Governance

Framework and the financial results. In the context of the audit of the annual financial statements, the external auditor assesses the design and the existence of internal control procedures that are important when drawing up the annual financial statements. The external auditor reports the findings of their audits to the Management Board and to the (audit committee of the) Supervisory Board, both orally and in writing.

Risk management and control systems

Our internal risk management and control systems are designed to help ensure that we have sufficient certainty at all times regarding the extent to which we are achieving our strategic and operational goals. The systems are also designed to guarantee the reliability of our financial reporting, to ensure that we act in accordance with the laws and regulations that apply to our organisation.

The systems are based on our business principles (see page 74), our general risk management (see page 63) and our financial risk management (see page 68). This takes a more concrete form in our Risk Control Framework, which comprises nine subjects: sourcing, selling, hours, personnel, project management, financial reporting, taxes, legal & compliance and information supply. Every aspect is subject to an internal audit at least once every three years and they are updated every year.

These systems can never provide absolute certainty, and it is possible that Ordina's reporting contains material errors. You will find more information about our corporate governance atwww.ordina.nl/en/.

Embedding our sustainability strategy

Ordina's sustainability strategy is embedded in the organisation through the Sustainability Steering group, which includes a member of the Management Board and the corporate secretary. The steering group appointsproject leaders for various initiatives and a programme manager to safeguard the alignment of the various activities. The steering group supervises the execution of the strategy and monitors progress.

Compliance and transparent reporting in the field of sustainability are part of our governance structure. We report the results of our sustainability strategy in our annual report and have our external auditor provide a limited assurance statement for the chapters 'At a glance', 'Year at a glance', 'Client cases', 'The world of today and tomorrow', 'Strategy and value creation' and 'Strategic pillars, objectives & results' of this annual report.

We choose to be certified when it comes to sustainability aspects and aim to realise the highest scores possible in that context. Every year, the Management Board assesses whether this package of certificates and statements meets the wishes and requirements of our stakeholders.

Certification

In addition to the risk management and control systems referred to above, Ordina has several externally verified certifications and internal guidelines with operational controls to ensure compliance.

ISO

Ordina has a number of ISO certifications: ISO 9001: 2015 (for quality), ISO 14001: 2015 (for the environment),

ISO 27001: 2017 (for information security) and, in the Netherlands, NEN 7510-1: 2017 (for Information security in healthcare). The context of the organisation also plays a significant role in these standards: what are the key developments in the organisation. The wishes and requirements of stakeholders also play a role. All of these are managed through an integrated, risk-focused approach, aimed at continuous improvements. In 2020, the ISO 27001: 2017 certification in the Netherlands wasextended to the entire organisation.

EcoVadis

EcoVadis is a sustainability rating platform for global supply chains. EcoVadis makes it easy for buyers to assess their suppliers on sustainability criteria in four areas: the environment, employment and human rights, ethics and sustainable procurement. Since 2016, Ordina Belgium has scored a Gold Award, which means the company is among the top five percent of medium-sized IT companies that participate in EcoVadis. In 2020, Ordina Netherlands received the Silver award, the same as in 2019. This still puts the company among the top seven percent of large IT companies that participate in EcoVadis.

CO2 Performance ladder

The CO2 Performance ladder is an instrument that helps organisations realise a structural reduction in their

CO2 emissions. The ladder is the leading sustainability instrument in the Dutch market. In 2020, Ordina once again achieved level 5, the highest possible level, for the seventh year in a row since 2013. This shows that Ordina has, for some time now, made demonstrable efforts to reduce its CO2 emissions, in its own operations, in projects and in the chain.

MJA-3

In the multi-year energy efficiency agreement (MeerJarenAfspraak energie-efficiëntie - MJA-3) for the IT sector, a number of companies are working together to realise structural improvements in energy efficiency. In the context of the MJA network, IT companies share know-how and experiences at events such as the MJA company day and in MJA-3 user groups. Leading IT companies - together representing some 80% of the sector's energy use - have signed up to the MJA-3 covenant and committed to improving their energy

Annual report 2020 - Governance

efficiency by 2% per year in the period 2005-2020. Our target is to be CO2 neutral by 2030, but our ambition goes well beyond this target. We are still working on the details of our CO2 footprint reduction targets.

Transparency benchmark

The Transparency benchmark is a biennial assessment of the content and quality of information on the social elements of the operations of the 400 largest companies active in the Netherlands. In the Transparency benchmark for 2019, Ordina took sixth place in the services sector (2018: 4th place) and 61st place (2017: 43rd place) in the overall rankings of companies in the Netherlands, which made Ordina the highest placed IT services provider in the rankings. The 2019 criteria for the transparency benchmark have been updated, with the new criteria focusing more on chain transparency and the UN's Sustainable Development Goals.

Annual report 2020 - Governance

In control statement

The Management Board is responsible for Ordina's internal risk management and control systems and the assessment of the effectiveness of same. The systems are designed to control the primary risks that could prevent Ordina from achieving its business objectives. However, these systems do not provide complete certainty that all material inaccuracies can be prevented.

In the year under review, Ordina evaluated the (effectiveness of the) design and functioning of our existing internal risk management and control systems. We discussed the findings of this evaluation, including an evaluation of our risk profile, with the audit committee and the full Supervisory Board.

On the basis of the evaluation of our internal control structure, it is the Management Board's opinion that, in the year under review, the internal risk management and control systems functioned properly, and that they provide reasonable assurance that the financial information is free from material misstatements.

In line with the above and in accordance with best practice 1.4.3 of the Dutch Corporate Governance Code, the Management Board hereby declares that, to the best of its knowledge

  • the annual report provides sufficient insight into any shortcomings in the operation of the internal risk management and control systems (more information is available on pages 77 through 79 of this report, which describes the (structure and operation of the) existing internal risk management and control systems);

  • the aforementioned systems provide a reasonable level of certainty that the 2020 financial reporting does not contain any inaccuracies of material significance

(more information is available on pages 76 through 77 of this annual report);

  • it is justified in view of the current situation that the financial reporting is drawn up on a going concern basis. More information is available on page 112 of the financial statements; and

  • that the report states the material risks and uncertainties that are relevant to the expectation of continuity of Ordina's operations for a period of twelve months after the date of the report (more information is available in the Risks chapter on pages 63 through 72 of this annual report).

In addition to this, the Management Board hereby declares, in accordance with section 5.25c of the Dutch Financial Supervision Act, that to the best of its knowledge:

  • the financial statements as per 31 December 2020, presented on pages 103 through 165 of this annual report, and which have been drawn up in accordance with IFRS EU, give a true and fair account of the assets and liabilities, the financial position and results of Ordina N.V. and its consolidated entities;

  • the annual report gives a true and fair account of the position of Ordina N.V. as per 31 December 2020 and the course of events during the 2020 financial year and that of its affiliated entities whose financial information has been consolidated in the company's financial statements, and that the annual report describes the principal risks that Ordina N.V. faces (see chapter Risks on pages 63 through 72 of this annual report).

Nieuwegein, 17 February 2021

Management Board Ordina N.V.

Jo Maes, CEO

Ourcolleaguesaboutworking inaHighperformanceteam

Markus Janssen, Oracle-consultant: "Working in a team is fun and improves the overall result. With more people, you come up with better ideas and solutions and consequently increase the value for the business. And if you and a team are in the right flow and you complement eachother, then you can really perform well as a team".

Matthijs Hendriks, Functional Enterprise Solutions consultant:

"I particularly like working in a multidisciplinary team that includes the client. Theshort lines of communicationand short-cycle nature of the work create a dynamic working environment in which I thrive. Because all the necessary disciplines are represented in the team, we have short lines of communication. This means we can realise the planned work efficiently".

Annual report 2020 - Governance

COMPOSITION MANAGEMENT BOARD AND SUPERVISORY BOARD

Composition of Management Board

The Ordina Management Board consists of CEO Jo Maes and as from 8 April 2021, CFO Joyce van Donk-Van Wijnen.

Ir. Jo Maes (1968, Belgian)

has been a member of the Management Board since 1 January 2017 and was appointed as CEO as per 1 April 2017. He was reappointed for a four-year term on 30 June 2020. In his capacity as CEO, Jo Maes is responsible for general operations, communications & marketing, HR, sustainability, commercial affairs and portfolio, and business development.

In her capacity as CFO,

MSc. Joyce van Donk-Van Wijnen RC (1984, Dutch)

is responsible for general business affairs, finance & control, information management and security, group legal & compliance, business assurance & quality, internal audit, M&A and investor relations.

As communicated on 22 September 2020, CFO Annemieke den Otter stepped down as CFO/member of the Management Board of Ordina as of 1 January 2021

Annual report 2020 - Governance

Composition Supervisory Board

The Supervisory Board's primary duty is to supervise Ordina's management, from both a strategic and an operational perspective. The role, tasks and composition of the Super- visory Board are described in the Supervisory Board rules of procedure.

The members of the Supervisory Board are:

Johan van Hall (1960, Dutch)

was appointed a member and chairman of the Ordina Supervisory Board as of 1 January 2019 for a term due to end in 2022. Mr. Van Hall is vice-chairman of the Advisory Council at the Dutch Central Bureau of Statistics (CBS) and senior advisor at the Boston Consulting Group. His previous positions include vice-chairman of the Management Board of ABN AMRO, Chief Innovation & Technology Officer and member of the Management Board of ABN AMRO.

Thessa Menssen (1967, Dutch)

was appointed as a member of Ordina's Supervisory Board on 30 June 2020. Her first term ends in 2024. She is also member of the Supervisory Boards of Alliander and PostNL, as well as a member of the Supervisory Board of Stichting Topvrouw van het Jaar, the Scheepvaartmuseum (maritime museum) and the Kröller Müller Museum. Her previous posts include CFO and member of the Management Board of BAM Groep and CFO/COO of the Rotterdam Port Authority.

Caroline Princen (1966, Dutch)

joined the Ordina Supervisory Board in April 2018. She acted as chair of the board from April 2018 through December 2018. Ms. Princen is also CEO of Nuts Groep. In addition to this, she is chair of the Supervisory Board of teaching hospital UMC Utrecht, and a member of the Supervisory Board of Dutch film institute EYE. Her previous positions include member of the Management Board of ABN AMRO and member of the Supervisory Board of Royal Flora Holland. Ms. Princen's first term is set to end in 2022.

The rules of procedure of the Supervisory Board are available atwww.ordina.nl/en.

In 2020, these rules, together with the rules of procedure of the Supervisory Board's committees, were amended as a consequence of the EU's Revised Shareholders' Rights Directive.

Annual report 2020 - Report of the Supervisory Board

REPORT OF THE SUPERVISORY BOARD

In this report, we provide you with more information on how the Supervisory Board carried out its supervisory tasks and the various issues that arose in the year under review.

Meetings and agenda

Supervisory Board

In the year under review, the Supervisory Board held seven regular meetings with the Management Board, all according to a prearranged schedule. Members of the Executive Committee also attended a number of these meetings. Each month, and sometimes more frequently when needed, the Supervisory Board also had brief telephone conferences with the Management Board, for instance with respect to the current Covid-19 circumstances.

With respect to the meetings of the Supervisory Board and its committees, the table below gives the (rounded off) percentages of the meetings the members attended in 2020:

Johan van Hall 90%

Dirk Anbeek¹ 80%

Jan Niessen² 86%

Thessa Menssen³ 100%

Filip Michiels³ 100%

Caroline Princen 100%

Supervisory directors who were not present at one of the meetings were involved in the deliberations and decision-making associated with the meeting in question, both before the meetings and immediately afterwards.

In the aforementioned meetings, the Board devoted attention to a number of regular items, such as the budget, operational and financial developments, cost controls, culture and integrity (including the functioning of and compliance with the Code of conduct), the (execution of the) strategy, the relationship with shareholders and risk management (in the context of the evaluation with respect to the structure and effectiveness of the internal risk management and control systems).

The Supervisory Board also had regular consultations with the Management Board and members of the Executive Committee regarding about the (execution of the) current strategy aimed at long-term value creation, as well as the associated opportunities and risks and ensuing changes in the organisational structure. During these consultations, the member of the Management Board responsible also provided, among other things, an update on the progress and scheduled activities in the various areas on the basis of clearly formulated objectives. The regular meetings also devoted attention to the latest Covid-19 developments, partly in relation to the development of Ordina's cash position and returns.

1 2

The external auditor attended the meeting for which the agenda included the annual results. Subjects discussed during the annual meeting with the Works Council included the evaluation of the relationship between the Management Board and the Works Council. Other subjects of discussion included the conduct and culture at Ordina and the remuneration ratios within the company.

The members of the Supervisory Board were in frequent contact with each other, as well as with the members of the Management Board outside the scheduled meetings.

In the year under review, the Supervisory Board conducted one meeting in the absence of the Management Board according to a prearranged schedule. In addition, the Supervisory Board met once more in the absence of the Management Board. During the above-mentioned consultations, the Board discussed a number of items, including the composition of the Supervisory Board and the (outcome of the) self-evaluation. The Supervisory Board and the audit committee also consulted with the company's external auditor, both in the presence and in the absence of the Management Board.

Dirk Anbeek stepped down as a member of the Supervisory Board on 30 June 2020 in accordance with the normal schedule. Jan Niessen was a member of Ordina's Supervisory Board until 22 September 2020; he stepped down as of that date for personal reasons. Following Mr. Niessen's resignation, Johan van Hall took over his position on the audit committee.

3

Thessa Menssen and Filip Michiels were appointed as of 30 June 2020. In the period 1 January 2020 - 30 June 2020, they at- tended relevant meetings as observers.

Annual report 2020 - Report of the Supervisory Board

Supervisory Board committees

The Supervisory Board has appointed two committees from among its members: an audit committee and a remuneration, nomination and HRM committee (RNH committee). The task of these committees is to prepare the discussions and decision-making processes in the Supervisory Board regarding certain specific subjects. The organisation, working methods, tasks and responsibilities of the committees are laid down in the rules of procedure, which, together with the rules of procedure of the Supervisory Board, are available on Ordina's website.

Audit committee

The Audit Committee assists the Supervisory Board in its supervision of the Management Board with respect to subjects such as the (effectiveness of the) structure and functioning of internal risk management and control systems, the financial reporting process and the introduction and supervision of associated internal procedures, the financing of the company and the relationship with the internal and external auditors.

The Audit Committee has two members, at least one of whom has expertise in the field of financial reporting and/ or the auditing of financial statements. On 31 December 2020, the audit committee consisted of Thessa Menssen (chairman) and Johan van Hall.

In the year under review, the Audit Committee had five regular meetings. In accordance with the rules of procedure, all meetings were attended by the CFO, the Finance & Control director and the General Counsel & Compliance Officer. Other members of the finance team were also invited and present during the meetings of the audit committee and reported on relevant subjects on the basis of their expertise. Ordina's Group CISO was also present at a meeting to explain and discuss a number of subjects, including cybersecurity. The CEO, theinternal auditor and the external auditor also attended a number of the meetings of the Audit Committee. Over the course of the year, the chairman of the audit committee discussed current issues with the CFO.

In the first meeting of the Supervisory Board following a meeting of the Audit Committee, the chairman of the Audit Committee reported orally on the meeting. In addition, the minutes of the meetings of the Audit Committee were on each occasion sent to all the members of the Supervisory Board and the Management Board.

Subjects discussed by the Audit Committee included the quarterly results and the related press releases, plus the effectiveness of the design and functioning of internal risk management and control systems, partly on the basis of the reports from the external auditor. In this context, the Management Board concluded that the internal risk management and control systems operated effectively in the year under review, and that they provide a reasonable level of certainty that the financial reporting does not contain materially significant errors (more information on this subject is available in the Governance chapter on pages 74 through 79 of this annual report).

The Audit Committee also discussed the functioning of the external auditor, as well as comments from the external auditor and Ordina's internal Auditor. The committee also discussed Ordina's cash position and the (possible) allocation of same, partly in view of the Covid-19 situation.

Remuneration, Nomination and HR committee

The RNH Committee prepares discussions for the Supervisory Board that relate to subjects such as performance criteria, remuneration and the employment terms of the members of the Management Board and current HR-related issues within the company. TheRNH Committee assists the Supervisory Board in its supervision of the Management Board with respect to subjects such as the policy of the Management Board related to selection criteria and appointment procedures for senior management positions and management development.

The RNH Committee has two members. On 31 December 2020, the RNH Committee consisted of Caroline Princen (chairman) and Filip Michiels.

The RNH Committee met three times in the year under review. The CEO and CFO attended the meetings. The General Counsel & Compliance Officer and the HR Director also attended the meetings. In the first meeting of the Supervisory Board following a meeting of the RNH Committee, the chairman of the RNH Committee each time reported orally on the meeting of the RNH Committee. In addition, the minutes of the meetings of the RNH Committee were on each occasion sent to all the members of the Supervisory Board and the Management Board.

In the year under review, the RNH Committee discussed subjects such as performance criteria for the members of the Management Board, the reappointment of members of the Management Board, amendments to the remuneration policy of the Management Board as a result of the EU's Revised Shareholders' Rights Directive, the organisational structure in light of the 2022 strategy and the HR dashboard with current developments and points of attention, including the 2020 recruitment plan. The RNH Committee also devoted attention to the composition of the Supervisory Board, partly in light of the vacancy created by Mr. Niessen's departure, and the recruitment of the CFO. Finally, the RNH Committee also prepared the Supervisory Board's self-evaluation.

Annual report 2020 - Report of the Supervisory Board

Appointment, composition and rotation schedule Supervisory Board

The members of the Supervisory Board are appointed by the General Meeting upon nomination by the Ordina priority share foundation (Stichting Prioriteit Ordina Groep), which nomination is made on the basis of the profile outline drawn up by the Supervisory Board. The Works Council has an enhanced right of recommendation with respect to one-third of the members of the Supervisory Board. Appointments to the Supervisory Board are based on the premise that members are appointed for a term of four years with the option to reappoint once for a second four-year term. A member of the Supervisory Board can only be dismissed by the Enterprise Chamber of the Amsterdam Court of Appeal. The General Meeting can also pass a motion of no confidence in the Supervisory Board, but not before the Management Board has informed the Works Council of same and given it the opportunity to determine its standpoint on the issue. A motion of no confidence can only be passed by an absolute majority of the votes cast, representing at least a third of the issued share capital. The adoption of a motion of no confidence results in the immediate dismissal of the Supervisory Board.

The composition of the Supervisory Board meets the criteria outlined in the profile posted on Ordina's website. The composition of the Supervisory Board is such that its members can operate critically and independently of each other, of the Management Board or any other interests, such within the meaning of the Dutch Corporate Governance Code (the 'Code'). All members of the Supervisory Board qualify as independent within the meaning of best practice 2.1.7 of the Code. With the current composition of the board, Ordina complies with best practices 2.1.7 through 2.1.9 of the Code. In the year under review, there were no transactions involving a conflict of interest on the part of the members of the Supervisory Board.

Ordina's diversity policy is taken as a basic premise in the composition of the Supervisory Board. The aim of this policy is to create an inclusive culture with regard to both internal and external stakeholders, such as employees and suppliers. This pertains to diversity aspects that are relevant to Ordina, such as nationality, age, gender, social background and experience. Ordina has a number of activities for various target groups that may contribute to greater diversity. You will find more information on this subject in the Engaged and driven employees section on page 45.

Ordina also strives to comply with the aforementioned basic premises of Ordina's diversity policy in the composition of the Management Board and the Supervisory Board. When filling any vacancies that are relevant to the Supervisory Board, the Supervisory Board will also take into consideration the aspects of diversity relevant to the company, and make every effort to achieve a balanced gender representation in Ordina's senior management. As of 31 December 2020, the composition of the Management Board and the Supervisory Board (50% male, 50% female) was balanced. The ratio in the Executive Committee as of that date was 29% female and 71% male.

On 30 June 2020, Thessa Menssen and Filip Michiels were appointed as members of the Supervisory Board of Ordina N.V. The Supervisory Board also appointed Thessa Menssen as chairman of the audit committee as of that date. Thessa Menssen succeeded Dirk Anbeek in that position, who stepped down as member of the Supervisory Board and chairman of the audit committee as of that date. As communicated in a press release dated 22 September 2020, Mr. Niessen stepped down as a member of the Supervisory Board with immediate effect on that date for personal reasons. At the end of 2020, the Supervisory Board subsequently launched a succession procedure to fill the resultant vacancy. This has sinceresulted in the proposed nomination of Mr. Dennis de Breij (1971) as member of the Ordina Supervisory Board.

As communicated in a press release dated 4 February 2021, Mr. Filip Michiels stepped down from the Ordina Supervisory Board effective 4 February 2021, in connection with his appointment as COO at IT services provider Computerland.

Performance of the Board

In the course of 2020, the Supervisory Board assessed the performance of the Board as a whole, of its committees and of its individual members, as well as its interaction with the Management Board. The evaluation process included interviews with all the members of the Supervisory Board.

The evaluation of the Supervisory Board members devoted attention to matters such as the members' level of relevant know-how related to the company itself, to their contributions in and outside meetings, to the reciprocal cooperation, and to the interaction with the Management Board. Another issue addressed was whether the members had sufficient time to carry out their assigned tasks effectively.

The outcome of the evaluation was that the Supervisory Board operates effectively and that the cooperation as a collective, between the individual members and with the Management Board is good. However, the Board determined that, given the relatively short time that the Board has been active in its current composition, there is a need for further personal and in-depth acquaintance by means of an offsite meeting. This has not yet happened in view of the Covid-19 situation.

In the context of the self-evaluation, the Board also determined that it sufficiently met the need for know-how about the operations of the company and the

Annual report 2020 - Report of the Supervisory Board

responsibilities of a member of the Supervisory Board, partly in view of the regular and informal contacts of the Supervisory Board members in their everyday activities and with the company.

With respect to the evaluation of the (individual members of the) Management Board, the Board found that the Management Board operates effectively and that cooperation as a collective, between the individual members and with the Supervisory Board is good.

Corporate governance

This chapter, including references to other pages of this annual report, including the remuneration report, the articles of association and other information, together with Ordina's 'comply or explain' statement, together constitute the corporate governance statement as meant in article 2a of the decree on additional requirements for annual reports.¹

General

The Supervisory Board and the Management Board bear joint responsibility for Ordina's corporate governance. The Supervisory Board and the Management Board evaluate Ordina Group's corporate governance structure and a number of related documents on an annual basis. Ordina uses the Dutch Corporate Governance Code as a basis for its corporate governance structure.

Ordina endorses all the points made in the Code and applies these in all relevant instances, with the exception of the best practice 4.2.3. Individual presentations to investors cannot be followed simultaneously by a broad audience via webcast, telephone or otherwise. During individual presentations, Ordina uses general presentations, which are or will be made available on the Ordina website. A number of principles and best practices are not applicable, due in part to the company's statutory structure. Instances of non-compliance areexplained where applicable. Ordina's application of the Code is incorporated in the 'comply or explain' statement, which is available in the Corporate Governance section of the Ordina website. This document should be read in conjunction with this section of the annual report and is deemed to have been included herein by virtue of referral.

Management Board

The Management Board is the statutory board of Ordina N.V. and consists of the CEO and the CFO. The members of the Board have divided the various tasks between them.

As Ordina is a two-tier board company, the members of the Management Board are appointed and dismissed by the Supervisory Board. The Supervisory Board informs the General Meeting of any intended appointment or dismissal of a member of the Management Board. In accordance with the Code, members of the Management Board are appointed for a (maximum) term of four years on the basis of a management contract. Members of the Management Board can be reappointed without limitation, each time for a new (maximum) term of four years. The objectives of Ordina's diversity policy are taken into consideration in this context. If a new member is appointed to the Management Board, the key components of their contract are posted on Ordina's website at an appropriate time, in accordance with the Code.

In addition to its responsibility for the company's operational management, the Management Board is also responsible for defining a long-term vision on the value creation of the company and its associated enterprise and for defining an appropriate strategy for the realisation of same. The Management Board is held accountable for same by the Supervisory Board and the General Meeting. In performing its duties, the Management Board focuses on the long-term value creation of the company, takinginto account the interests of various stakeholders.

Members of the Management Board will not hold more than two supervisory director positions with listed companies, nor will they act as the chairman of the supervisory board of a listed company. Acceptance by a Management Board member of a seat on a supervisory board is subject to the approval of the Supervisory Board. Other significant ancillary posts held by a Management Board member shall be reported in advance to the Supervisory Board.

The Supervisory Board determines the individual remuneration of the members of the Management Board in line with the Remuneration policy (more information on this subject is available in the 'Remuneration report' chapter on pages 91 through 100 of this annual report).

In the year under review, there were no transactions involving a conflict of interest on the part of the members of the Management Board.

Additional information about the members of the Management Board is available on page 82 of this annual report.

Operations Committee and Strategy Committee

In the context of its 2022 strategy, in December 2020 Ordina evaluated its management model at group level. As a result, as of 1 January 2021, the company has two distinct bodies: one that focuses on operational management on the basis of a short-cyclical steering mechanism and another that focuses on the execution of the strategic agenda. These bodies, the operations committee and the strategy committee respectively, replaced the Executive Committee as of that date.

Annual report 2020 - Report of the Supervisory Board

General Meeting

Ordina N.V. is a two-tier board company whose ordinary shares are listed on Amsterdam's NYSE Euronext stock exchange. The company does not have any provisions that restrict voting rights. No depositary receipts for shares have been issued with the cooperation of the company. The Articles of Association provide the option of issuing preference shares. In view of the above, a limited number of the Code's best practices do not apply .

The General Meeting is held annually in or around April. In accordance with the relevant legal provisions and the company's Articles of Association, notices convening shareholders' meetings, agendas of meetings and documentation for meetings are all duly published and posted on the corporate website. The agenda of a shareholders' meeting lists which items will be discussed and which will be subject to a vote. In the event that members of the Management Board and Supervisory Board are nominated for (re)appointment, said individuals will in principle be present at the General Meeting in question.

The company invites shareholders to submit questions prior to the meeting, so the company can answer said questions during the meeting.

Resolutions involving a major change in the identity or character of the company or its enterprise are subject to the prior approval of the General Meeting. This includes transferring virtually all or all of its operations, entering into a long-term partnership that is of great significance to the company, and acquiring or disposing of an equity interest worth at least one-third of the company's total consolidated assets. If a serious private bid is made for a business segment or an affiliate whose value corresponds to at least one-third of the company's total consolidated assets and this bid is made public, the Management Board will, at its earliest convenience, makepublic its position on the bid and the reasons for this position.

Resolutions to amend the company's Articles of Association can be adopted by the General Meeting by a simple majority of votes, at the proposal of the priority trust and subject to the approval of the Supervisory Board. Each material amendment to the Articles of Association will be submitted separately to the General Meeting, in which process different amendments to the Articles of Association can be tabled as a package if the Management Board feels that this is desirable with a view to the coherence of such amendments. This is subject to the approval of the Supervisory Board.

Shareholders have the right to place an item on the agenda of a shareholders' meeting, provided that they observe the relevant legal provisions. The Management Board can ask for a response time to comment on a request to propose a specific motion.

Each year, a motion is put to the General Meeting to authorise the Management Board of Ordina N.V. to issue and/or grant rights to subscribe for shares. This is subject to the approval of the Supervisory Board. This authorisation is limited to a term of 18 months after the date on which the meeting granting the authorisation was held. In terms of scope, the authorisation is capped at a percentage of the share capital issued at that time. The meeting is also asked, subject to the approval of the Supervisory Board, to authorise exclusion or restriction of the pre-emptive rights upon the issuance or the granting of rights to subscribe for shares respectively. Each year, the shareholders' meeting is also asked to grant authorisation to the Management Board, such for a period of 18 months, to purchase its own shares, within the boundaries of the law and the Articles of Association, and the bandwidth cited in said authorisation. Each motion to grant one of the above authorisations is submitted to the shareholders separately.

In accordance with the Code, shareholders are provided with reports of shareholders' meetings. The outcome of the votes held during a shareholders' meeting - for each agenda item separately - shall be published on the corporate website within 15 calendar days of the date of the meeting.

Details of major shareholders in Ordina N.V. are posted on its corporate website and published in its annual report, to the extent that Ordina is aware of same on the basis of notifications pursuant to the Dutch Financial Supervision Act (Wft).

More information regarding subjects including Investor Relations, (the current composition of) Ordina's share capital, and Ordina's dividend policy is available in the Strategic pillars, targets and results chapter, on pages 55 through 61 of this annual report.

The external auditor

The General Meeting held on 30 June 2020 reappointed Ernst & Young Accountants as external auditor for the financial years 2021 and 2022. Ordina endorses the Code's principles and best practice provisions with respect to the role and performance evaluation of the external auditor. The external auditor attends the Annual General Meeting, so they can be questioned by shareholders regarding their opinion on the true and fair view given in the financial statements.

The company's external auditor attends at the very least those meetings at which the annual results and the interim results, plus the findings of the audit of the year-end financial statements and interim results are discussed. The Supervisory Board meets with the external auditor at least once a year in the absence of the Management Board. The Supervisory Board is free to seek direct contact with the external auditor as often as the members of the Supervisory Board deem this

Annual report 2020 - Report of the Supervisory Board

necessary. The external auditor receives all the financial information they need to carry out their tasks in good time, and is given the opportunity to respond to same.

future career. The Board looks back with great pleasure on its meetings and discussions with Annemieke den Otter.

Financial Statements and discharge

Ernst & Young Accountants LLP has audited the financial statements and issued an unqualified auditor's report. You will find this report from the independent auditor on page 169 of the Dutch version of the annual report. The Supervisory Board and the Management Board discussed both the financial statements and the external auditor's findings on the basis of their audit of the financial statements in a meeting in the presence of the external auditor. The members of the Supervisory Board have approved and signed the financial statements in accordance with the provisions of article 2: 101, section 2 of the Dutch Civil Code. We propose that the General Meeting of Shareholders adopt the financial statements for 2020 as presented. We ask the General Meeting of Shareholders to discharge the Management Board for their management and, independently of same, also discharge the Supervisory Board for their supervision of said management.

Final remarks

The Supervisory Board wishes to take this opportunity to express its deep gratitude and appreciation to Annemieke den Otter for her essential contributions to Ordina's results in recent years, and wish her every success in her

The Supervisory Board also wishes to thank Dirk Anbeek and Jan Niessen for their enormous commitment, efforts and expertise in our Board and its committees. The Board also would like to thank Filip Michiels for his engagement and contribution in the year under review. The Board wishes to thank them for the pleasant and collegial atmosphere in which mutual discussions were conducted.

2020 was an extraordinary year, given the extraordinary circumstances for all of us, which made great demands on everyone's resilience. However, together with our clients, we have proven more than capable of working together effectively, also remotely, of continuing our services, even effecting further improvements on a number of significant points, and recording good results. We wish to thank the Management Board and all Ordina employees for their commitment, dedication and hard work, which helped make this possible.

Nieuwegein, 17 February 2021

Raad van Commissarissen Ordina N.V.

Johan van Hall, Chairman

Caroline Princen, Vice-Chairman Thessa Menssen

Xhi Jia Tan, C#. NET developer: "I think working in a team has some major benefits. You're not out there on your own and that means you can tackle bigger projects. Another benefit is that you can combine everyone's know-how. So if you don't know something, there's a good chance that someone else will have a solution. So you're also learning from each other".

Peter-Pim Baken, software engineer: "I like working in a team. Luckily, I already knew the team before the Covid-19 crisis, so online coordination and working together remotely was relatively easy. It's a dynamic team that includes various kinds of expertise, which has the added benefit that you get to know different kinds of colleagues with different backgrounds".

Bing Lin, software engineer: "I really enjoy working in an Ordina team. The biggest benefit of working in a team is that you can deliver much more interesting projects. We share responsibility and you're not on your own when you're face a challenging problem".

REMUNERATION REPORT

Report for advisory vote at 2021 General Meeting

Introduction

In this Remuneration Report, also the remuneration report within the meaning of Section 135b of Book 2 of the Dutch Civil Code, we look back at the year 2020 and explain the main features of the Management Board's remuneration policy. We also provide a summary of the performance of Ordina N.V. (the 'Company') and the remuneration partly related to this performance paid to the members of the Management Board. We also present the main features of the Supervisory Board's remuneration policy in this Remuneration Report, including an overview of the remuneration paid to the members of the Supervisory Board in 2020. In line with the provisions of the Corporate Governance Code, the remuneration paid to the Supervisory Board is not in any way related to the Company's performance.

Management Board remuneration policy 2020

Below is a summary of the current 2020 remuneration policy and an account of how this was applied in the year under review. The full remuneration policy is available on the Ordina website (www.ordina.nl/en/).

The 2020 Remuneration Policy was adopted by the General Meeting of 30 June 2020 by a majority of more than 99% of the votes cast. At the same meeting, theGeneral Meeting issued a positive opinion on the 2019 Remuneration Report by a majority of more than 99% of the votes cast. The Supervisory Board sees this as confirmation that the shareholders approve of Ordina's current remuneration policy and how it is accounted for.

Ordina aims to have a remuneration policy that is in line with the market and that rewards Management Board members for meeting challenging operational and performance-driven targets in the short term and ambitious strategic and financial targets in the long term. The remuneration policy should help the company to attract and retain high-calibre qualified and expert directors who possess the orientation and background required to lead and manage a successful IT company.

Ordina takes into account its identity, mission and values when formulating the remuneration policy. This means that Ordina's efforts to create sustainable long-term value through innovative solutions that are relevant and attractive to a wide range of stakeholders, such as clients and employees, are aligned with its value creation model. The specific targets defined this way (in the areas of improved returns, revenue growth, high-quality services, employee engagement and corporate social responsibility) form the basis for the formulation of the performance criteria used to determine the remuneration of the Management Board.

Any determination of the total remuneration takes into account the remuneration ratios within the Ordina Group and the Group's policies at any given time with regard to employee remuneration. The same rulesapply to members of the Management Board as to other employees, for instance with regard to mobility and pensions. Where appropriate, past conduct and the specific Ordina context/history are also taken into account. Connections with social developments and public support are sought through frequent contacts with stakeholders. In addition, discussions are held annually with Ordina's Works Council on the level and content of employee benefit schemes.

The Remuneration, Nomination and HR Committee conducts an annual scenario analysis and, as such, has a clear picture of the possible outcomes of the various scenarios. The scenario analyses are mainly qualitative in nature. One factor in this is that the remuneration policy does not include any (share) options and that the variable remuneration is limited in various ways (for example, there are threshold values for the individual KPIs).

Another factor taken into consideration is whether the Company's strategic objectives are in line with the targets applied for the relevant reference year and/or the relevant reference period. For the year 2020, it was determined that this was the case, and the chosen targets were found to be appropriate.

Reference market 2020

The Remuneration, Nomination and HR Committee evaluated the remuneration policy of the Management Board in early 2020. This evaluation was based on the results of a benchmark study, in which the remuneration was tested for market conformity. Particular attention

was paid to the alignment with the business strategy and consistent internal pay ratios, in light of the statutory requirements in this regards. As part of the aforementioned benchmark study, the Supervisory Board determined the 2020 reference market, which is unchanged and shown below. The relevant reference market was determined on the basis of size (market cap, FTEs and revenue). Companies active in the real estate and pharmaceutical industries are excluded, as these are subject to specific legislation and/or have a different dynamic.

Reference market

Accell Group NV ForFarmers NV Heijmans NV ICT Group NV Kendrion NV

Nederlandsche Apparatenfabriek Nedap NV Neways Electronics International NV

Sif Holding NV

Brunel International NV DPA Group NV

Basic Fit NV Beter Bed NV Hydratec Industries NV Koninklijke Wessanen

The remuneration policy aims to position the total remuneration for the Management Board at a competitive level in the general market for directors in the Netherlands, assessed on the basis of job level. The Supervisory Board determined the relevant reference market in early 2020 (see above) and the basic premise is a positioning of the total fixed and variable remuneration package at around median level.

Elements of Management Board remuneration policy

In line with common practices in the market, the remuneration policy for the Management Board comprises the following elements:

  • Base salary, including holiday allowance;

  • Short-term variable bonus;

  • Long-term variable bonus;

  • Pension provision;

  • Participation in the car lease scheme in place at Ordina and the use of a laptop and a mobile phone.

Remuneration component

Policy level

Base salary, including holiday allo- wance

The level of the base salary, including holiday allowance, reflects the demands made on the CEO and other members of the Management Board. In principle, the various tasks and responsibilities of the CEO and the other members of the Management Board justify a remuneration difference of 20%-30% between the CEO and the other members (defined on the basis of the CEO). Salaries may be subject to annual indexation (taking into account the salary margin made available to the staff in the Netherlands).

Short-term variable bonus

On-target: 50% Maximum: 70% of the annual fixed salary plus holiday allowance (8%)Long-term variable bonus

On-target: 50% Maximum: 85% of the annual fixed salary plus holiday allowance (8%)Pension provision

Participation in capital insurance based on available premium and maximum legal pensionable salary (2020: EUR 110,111)

Pension premiums are for the account of the Company

Participation in the car lease scheme applicable at Ordina Provision of laptop and mobile phone

Participation in the car lease scheme applicable at Ordina (the scheme that applies to all employees in the Netherlands)

Provision of laptop and mobile phone Provision of laptop and mo-bile phone in line with the mobile phone scheme appli-cable at Ordina (the scheme applicable to all employees in the Netherlands)

Base salary including holiday allowance

The Remuneration, Nomination and HR Committee shall determine at least every four years whether the base salary level needs to be adjusted. In principle, the committee performs this review in the first half of the year, also taking into consideration the relevant reference market and individual performances. In addition, salaries may be subject to (annual) indexation. In connection with the reappointment of the members of the Board of Management as of 30 June 2020, the policy level of the base salary including holiday allowance of the CEO and the then CFO were redefined as of 1 January 2020. At that time and on the basis of a full year salary, this amounted to:

CEO CFO

Variable bonus

EUR 430,000

EUR 315,000

The Management Board remuneration policy includes both short-term and long-term components with respect to variable bonuses. The aim of this is to realise both more short-term targets for the Company and long-term value creation. This is also taken into account in the annual determination of the performance criteria (KPI) and their weighting. Claw-back clauses and a minimum holding period for unconditionally awarded performance shares also underline the importance attached to long-term value creation in the above.

Short-term variable bonus

Each year, a short-term variable bonus can be paid out. The amount of the bonus depends on the realisation of specific targets. The Supervisory Board's Remuneration, Nomination and HR Committee determines the relevant KPIs annually; some of these KPIs are linked to financial targets (minimum of 70%) and some to non-financial targets (maximum of 30%). KPIs include: (revenue) growth, improved profitability (EBITDA margin), net profit,(free) cash flows, employee engagement, customer satisfaction, high-quality service, leadership in niches, resilience and corporate social responsibility.

At the start of each reference year, the Supervisory Board determines whether the (list of) KPIs needs to be adjusted, depending on current circumstances and (strategic) priorities.

Each year, the Supervisory Board also determines the targets for that reference year, including the weighting. After the end of a reference year, the Supervisory Board assesses the extent to which the various performance criteria have been met. If, in the opinion of the Supervisory Board, all stated performance criteria have been met in a reference year (on-target performance), the members of the Management Board are awarded a short-term variable bonus for this reference year equivalent to 50% of their reference salary. An exceptionally good performance (max. above-target performance) may, under the policy, result in a maximum short-term variable bonus of 70% of the reference salary (CEO: EUR 301,000; CFO: EUR 220,500). If the Management Board members fail to realise at least 80% of the relevant performance target, no short-term variable bonus (below-target performance) is paid for that target.

Short-term variable bonus (STI) - pay-out range - amounts in EUR

CEO

CFO

below target performance

(minimum)

-

-

on target

215,000

157,500

above target (maximum)

301,000

220,500

The level of the actual short-term variable bonus to be paid out - within the above pay-out range - is determined on the basis of a weighted average (sum of all weighted sub-scores per KPI)

Long-term variable bonus

Each year, a number of Ordina N.V. long-term performance shares are conditionally awarded to the members of the Management Board. The realisation of the Management Board's long-term variable bonus is determined on the basis of a number of KPIs, both financial and non-financial, set by the Supervisory Board.

A minimum of 70% of the long-term variable bonus is related to financial targets, the remaining maximum 30% is related to non-financial targets. The Supervisory Board's Remuneration, Nomination and HR Committee determines the relevant KPIs annually; some of these KPIs are linked to financial targets (minimum of 70%) and some to non-financial targets (maximum of 30%). KPIs include: (revenue) growth, improved returns (the EBITDA margin), net profit, (free) cash flows, employee engagement, customer satisfaction, high-quality service, leadership in niches, resilience and corporate social responsibility. KPIs are partly the same as for the short-term variable bonus and each has its own dynamics, depending on the long-term or short-term horizon.

At the start of each reference year, the Supervisory Board determines whether the (list of) KPIs for the relevant reference period needs to be adjusted, depending on the current circumstances and (strategic) priorities. The Supervisory Board also determines the targets for the relevant reference period each year, including the weighting. When weighting the KPIs, the Supervisory Board takes into account the long-term nature of (this part of) the remuneration. The number of shares that can be obtained after the end of a reference period in the event of on-target performance is determined on the basis of 50% of the base salary (plus 8% holiday allowance: 'reference salary') paid to the Management Board member in the first year of the reference period, divided by the closing price on the last trading day of the previous financial year. An exceptionally good

performance can lead to the unconditional vesting, after the end of the reference period, of 170% of the on-target number of conditionally awarded performance shares (in EUR; CEO: EUR 365,500; CFO: EUR 267,750). If a member of the Management Board achieves 80% of the KPIs set for the relevant reference period, 50% of the on-target number of performance shares conditionally awarded will be vested unconditionally. If a member of the Management Board failed to achieve at least 80% of the relevant performance target, no long-term variable remuneration will be paid out for that target.

CEO

CFO

below target performance

(minimum)

-

-

on target

215,000

157,500

above target (maximum)

365,500

267,750

The level of the long-term variable bonus to be granted - within the above pay-out range - is determined on the basis of a weighted average (sum of all weighted sub-scores per KPI)

Pension provision

Members of the Management Board participate in the standard Ordina pension scheme, as outlined in the Insurances addendum of the General Employment Terms and Conditions and in accordance with the prevailing pension scheme. The pension basis used is the legally maximised pensionable salary less the franchise. The annual pension premiums for said scheme are for the account of the Company and will be paid by the Company.

Other benefits

The Company makes a car, a laptop and a mobile phone available to members of the Management Board.

Management agreement

  • The members of the Management Board work on the basis of a management agreement. This agreement includes a notice period of three months (Director) and six months (Company) respectively.

  • A change-of-control arrangement applies (if the position or tasks of a member of the Management Board change significantly as a result of an acquisition of the Company, resulting in a change of control of the Company, a member of the Management Board will receive compensation equal to one year's base salary).

  • In certain circumstances, members of the Management Board are entitled to a severance payment. This payment will not exceed one year's base salary.

Application remuneration policy in 2020

Base salary

The base salaries, including holiday allowance, of the members of the Management Board were adjusted as of 1 January 2020 to EUR 430,000 (CEO), and EUR 315,000 (CFO) respectively, on a full-year basis. The increases were determined on the basis of a benchmark study carried out in the reference market, in order to position the total remuneration level around the median level. As also noted in the agenda for the General Meeting of 30 June 2020, both members of the Management Board have indicated that they will voluntarily forego this granted salary increase for 2020, given the extraordinary level of uncertainty as a result of the Covid-19 pandemic. Due to the fact that the CEO and CFO waived their salary increases for 2020, the CEO's base salary was EUR 388,000, while the CFO's base salary was EUR 271,000 in the year under review.

As announced in the press release of 22 September 2020, Ms. Den Otter stood down as CFO of Ordina as of

1 January 2021. She was succeeded by Ms. J.F. van Donk-van Wijnen. With regard to her fixed salary and taking into account experience and applicable policy, the following incremental increase arrangement applies:

Incremental increase arrangement

Joyce van Donk - van Wijnen / CFO

as per 1 January 2021

as per 1 January 2022

as per 1 January 2023

Short-term variable bonus

Base salary

In accordance with the Remuneration Policy for the Management Board of Ordina N.V., the short-term bonus is based on financial and non-financial targets, with the financial targets carrying greater weight than the non-financial targets. The members of the Management Board have the same targets.

The ratio between financial and non-financial targets has been set as follows for the year under review: at least 70% of the short-term variable bonus is based on financial targets in the reference year. The KPIs are revenue (30%) and EBITDA margin (40%). The remaining 30% of the short-term variable bonus for the year under review is based on a basket of non-financial targets. These include employee engagement, client satisfaction, CSR objectives, high-quality services, operational excellence and resilience. The targets have been selected in such a way that they do not provide any incentive for a member of the Management Board to put their own interests above those of the company or to take risks that are not in line with the company's strategy.

The Supervisory Board has determined with satisfaction that a significant part of the targets for 2020 were realised. The revenue realised was 2.2% below target, so this target was not realised. However, the underlying quality of the revenue did improve, in line with the 2022

STI - realisation targets 2020

Discription of the performance criteria

Revenue (in mln euro's)

EBITDA-margin (in %) subtotal financial targets Ordina Promotor ScoreEmployee engagement

Annual Corporate Social Responsibility targets Huis op orde'

Resilience

Growth in added value subtotal non-financial targets Total

strategy. The pay-out percentage has been determined, taking a conservative approach, at 75%, which results in a weighted 22.5% pay-out on this KPI. On the EBITDA margin target, with a weighting of 40%, the Management Board scored above target, resulting in a pay-out percentage set at 120%, or a weighted pay-out of 48%. The total weighted pay out on the financial KPIs is 70.5%.

Finally, the Supervisory Board determined the score on the basket of non-financial targets at 4 (scale 1-5), with virtually all targets exceeded. This results in a pay-out factor of 120%, or a weighted pay-out of 36%. The various client satisfaction and employee engagement indicators confirm that the measures introduced and the path chosen on the basis of the 2022 are paying off. In 2020, in addition to continuing to devote attention to getting operational processes right (operational excellence), due to the Covid-19 pandemic the company devoted a great of attention to new ways of cooperating with clients and cooperation between employees.

In view of the above, the Supervisory Board has decided to award Jo Maes (CEO) a short-term bonus of EUR 204,966 and Annemieke den Otter (CFO) a short-term bonus of EUR 143,476. This short-term bonus represents a total payment percentage of 106.5% of the on-target amount of the short-term variable bonus, for both board members.

Long-term bonus

Like the short-term bonus, the long-term bonus is based on financial and non-financial targets, in which the financial targets carry more weight than the non-financial targets. These targets are also the same for both members of the Management Board and are determined at the start of every three-year period for the total duration of this performance period for the relevant reference period (three years).

If the targets defined as on-target are realised, the long-term variable bonus amounts to 50% of the gross annual base salary plus the prevailing percentage of holiday allowance.

The long-term component of the variable bonus pertains to a payment in shares in Ordina N.V., and each current scheme has a term of three years. Pursuant to the remuneration policy, the value of the on-target number of shares to be awarded is equal to 50% of the fixed salary (including holiday allowance) payable to the directors in the first year of the three-year period. At the start of each three-year period, directors are conditionally awarded a number of shares on the basis of the closing share price of Ordina N.V. shares at the end of the preceding calendar year. At the end of the three-year period, shares are granted unconditionally on the basis of objectives realised measured against the targets set. Delivery of shares obtained this way takes place in the year after the final year of the three-year period. Members of the Management Board are not permitted to sell their shares within two years of those shares being granted unconditionally, unless any sale of such shares is for the sole purpose of paying any levies and premiums due with respect to those shares. In view of this, unconditionally granted shares are delivered into a blocked deposit account.

LTI - realisation targets 2020 (window 2018-2020)

Discription of the performance criteria

Revenue (in mln euro's) EBITDA-margin (in %)¹ Net profit

Cash flow (before dividend payment) subtotal financial targets

Ordina Promotor Score Employee engagement

Annual Corporate Social Responsibility targets Development senior management subtotaal non-financial targets Total

The ratio between financial and non-financial targets for the 2018-2020 scheme is as follows: 70% of the long-term variable remuneration is related to the development of Ordina's results. The KPIs for this scheme are revenue (20%), EBITDA margin (15%), net profit (20%) and free cash flows (15%). The non-financial targets for the long-term variable bonus are also combined in a basket: employee engagement, customer satisfaction, leadership development and CSR targets. Achieving these objectives is crucial on both an operational and strategic level, which is why these objectives are partly used for both short-term and long-term variable remuneration. The chosen KPIs each have their own dynamics in these different time horizons and therefore have their own impact on the Management Board's performance.

As outlined above, the Supervisory Board determined that the revenue growth KPI was not fully realised. The pay-out factor was set at 75% or a weighted average of 15%. With regard to the EBITDA margin, the Board notedthat the on-target target of 6.5% was more than achieved (the target was set before the application of IFRS 16. The realisation of 12.6% is 9.3% before the application of IFRS 16 and was therefore well above target). The pay-out factor was set at 135% (weighted: 20.3%). In the opinion of the Supervisory Board, the Management Board realised the maximum on-target objective for net profit, with EUR 22.3 million realised, mainly driven by the operational result. Consequently, the pay-out factor was set at 170%, or a weighted average of 34%. The same applies mutatis mutandis to the on-target objective 'free cash flows'. The positive free cash flow of EUR 28.6 million was well above the on-target figure of EUR 16.8 million. The pay-out factor was set at 170%, or a weighted average of 25.5%. The total weighted pay-out on the financial targets amounts to 94.8%.

The score on the basket of non-financial targets was set at 4; almost all targets were achieved. With regard to the sustainability targets, the Supervisory Board considered

it important that these were further integrated in 2020 and now form part of the management agenda and the strategic targets: sustainable relations with clients, sustainable employability of employees, healthy returns and sustainable business operations.

With regard to the 'leadership development' target, the Supervisory Board took into account that this is a continuous process and that solid progress was made in 2020, as demonstrated by current senior appointments (CFO; CEO Ordina the Netherlands). Based on the above, the pay-out factor for the non-financial targets was set at 135%, or a weighted average of 40.5%.

In view of the above, Jo Maes and Annemieke den Otter have been unconditionally awarded 167,285 and 117,099 performance shares respectively. This is equivalent to a pay-out percentage of around 135% of the on-target long-term variable bonus of the Management Board. The shares to be granted unconditionally in the context of the above will be delivered in the first quarter of 2021.

1

The 2018-2020 LTI scheme is subject to an EBITDA target before the application of IFRS 16 Leases

Current long term variable remuneration schemes

Main conditions of share award plans

Information regarding the reported financialyear

Opening balance

During the year

Closing balance

Shares

Number of

Shares

awarded at the

Shares

shares subject

Shares awarded

subject

End of

beginning of

conditionally

to performance

and unvested

to holding

Rapportage jaar 2020

period

Grand date

Vesting date

holding period

the year

awarded

Shares vested

criteria

at year-end

criteria

J.G. Maes - CEO

2016-2018

16-02-17

11-02-19

10-02-21

-

-

-

-

-

30,701

2017-2019

1-05-17

12-02-20

11-02-22

91,646

-

105,278

-

-

105,278

2018-2020

25-04-18

Q1 2021

Q1 2023

123,686

-

-

123,686

123,686

-

2019-2021

22-03-19

Q1 2022

Q1 2024

135,724

-

-

135,724

135,724

-

2020-2022

12-02-20

Q1 2023

Q1 2025

-

94,573

-

94,573

94,573

-

J.W. den Otter - CFO

2016-2018

10-11-16

11-02-19

10-02-21

-

-

-

-

-

24,731

2017-2019

1-05-17

12-02-20

11-02-22

63,859

-

73,358

-

-

38,861

2018-2020

25-04-18

Q1 2021

Q1 2023

-

-

-

86,580

86,580

-

2019-2021

22-03-19

Q1 2022

Q1 2024

-

-

-

95,006

95,006

-

2020-2022

12-02-20

Q1 2023

Q1 2025

-

94,573

-

66,201

66,201

-

The Supervisory Board, using its discretionary power as referred to in Article 35 of the Management Board Remuneration Policy, decided to settle the long-term remuneration of the still ongoing schemes for the outgoing CFO, Annemieke den Otter, on a pro rata basis. As part of the settlement of the scheme running from January 2019 to December 2021, and the scheme running from January 2020 to December 2022, a total of 86,211 performance shares were granted to Annemieke den Otter.

The main aspects of the current variable remuneration schemes for members of the Management Board are included in the overview on page 94 of this Annual Report.

Outlook 2021

In its meeting of 17 February 2021, the Supervisory Board considered whether the targets as set for the short-term variable bonus for the year 2020, and 2018-2020 (long-term variable bonus) respectively are appropriate for the year 2021. The Supervisory Board has determined that, partly in the context of the strategic agenda, revenue growth and EBITDA margin are and remain relevant and appropriate targets for both the short-term and the long-term variable bonus. The Board also determined that the following six non-financial targets are the most relevant and appropriate: customer satisfaction, employee engagement, sustainability goals, resilience, growth in added value services, and unwanted turnover of

employees. These have been combined in a basket, with a total weighting of 30%. The Supervisory will take a holistic approach to the assessment of this basket of KPIs.

Management Board remuneration

Regarding the remuneration of the members of the Management Board, the table on page 98 includes the amounts as recognised in the income statement for 2020 and 2019 respectively. The total remuneration for 2020 is in line with the remuneration policy.

Pension scheme

Both members of the Management Board participate in the pension scheme provided by the Company.

Compensation Board of Directors

Other benefits

Amounts in euro 1,000, unless indicated otherwise

2020

2019

Delta

2020

2019

Delta

Base salary

387

387

0%

271

271

0%

Other payments

43

64

-33%

26

28

-7%

One-year variable

205

219

-6%

143

154

-7%

Multi-year variable

349

215

62%

245

150

63%

Extraordinary items

-

-

0%

-

-

0%

Pension expense

7

6

17%

7

6

17%

Total

991

891

11%

692

609

14%

Base compensation

44%

51%

44%

50%

Performance related

56%

49%

56%

50%

Share options

The company makes a laptop, a mobile phone and a car available to the members of the Management Board. The associated costs for these benefits for the Management Board members was around EUR 0.1 million in 2020. Said costs are included as part of the overall remuneration in the overview above. In addition to a car being made available to them, the Management Board members also have the option of hiring a driver in certain circumstances. The cost of same is not part of the other benefits and therefore not included in the overview above.

Severance pay

In the year under review, no severance pay was paid out to Management Board members. There were also no instances of a claw-back of a bonus as meant in article 2: 135 section 8 of the Dutch Civil Code.

The Management Board members have not received any share options (share options are not part of the remuneration policy).

Personal loans, advances and sureties

No personal loans, advances or sureties were issued for the benefit of members of the Management Board.

Developments in remuneration

In accordance with article 2: 135b section 2 sub e of the Dutch Civil Code, the table above shows the annual changes in the remuneration of the individual Management Board members over the past five financial years, the average remuneration of employees of the Company over the past five financial years on the basis of a full-time working week, and the development in the Company's performance based on the following KPIs: revenue, net profit and employee engagement. These targets were selected on the basis of their relevance

in recent years and because they facilitate consistent reporting and comparison across the aforementioned years.

The amounts in the table below have been extrapolated and are presented on an annual (total) basis.

Pay ratio

Pursuant to best practice provision 3.4.1 sub iv of the Dutch Corporate Governance Code, each year Ordina determines the pay ratio between the Management Board and other employees in the Ordina Group. This pay ratio is calculated by dividing the average costs of the Management Board in 2020 by the average costs per employee for the entire Ordina Group and was 11.8 for 2020 (2019: 10.6). From reporting year 2020 and in anticipation of developments, the ratio is also calculated by presenting the ratio between the total annual remuneration of the CEO and the average annual remuneration of the company's own employees. This

Developments in remuneration

Amounts in euro thousands, unless indicated otherwise

2020

2019

2018

2017

2016

Directors remuneraration

(on a full-time equivalent basis) full-time basis)

J.G. Maes, CEO

991

891

747

638

n.a.

J.W. den Otter, CFO

692

609

515

435

459

S. Breedveld, CEO

n.a.

n.a.

n.a.

792

942

J. Poots-Bijl, CFO

n.a.

n.a.

n.a.

n.a.

987

Company performance

Revenue (in euro mln)

369.2

372.3

358.5

342.0

343.6

Net profit (in euro mln)

22.3

14.9

6.9

3.1

5.0

Employee engagement score

7.5

7.1

7.1

6.8

6.8

Average remuneration (on a full-time equivalent basis)

Directors of the company

841.5

750.0

631.0

565.0

887.5

Employees of the company

71.1

70.7

72.1

71.8

71.0

Pay ratio Directors

11.8

10.6

8.8

7.9

12.5

Pay ratio CEO

13.9

12.6

10.4

10.0

13.3

pay ratio is 13.9 (2019: 12.6). In view of the nature of the company (by virtue of which the costs for external hires would provide a different picture compared to the costs of Ordina's own employees and would thus distort the picture), and in deviation from the provisional recommendation of the Monitoring Committee Corporate Governance, subcontractors have not been included. The ratio increased when compared with the previous year. This was due to the fact that the costs for the Management Board increased more in 2020 than the average cost per employee, and the fact that the variable bonus component makes up a larger part of overall remuneration for the Management Board than for employees.

Disclaimer

Ordina NV published this content on 22 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 February 2021 15: 42: 05 UTC.

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