We are pleased to present the Annual Report for the financial year 2007, which was prepared by the Management Board. Ordina’s development over the past few years confirms the Supervisory Board’s opinion that the strategy defined and implemented by the Management Board in the past few years is bolstering Ordina’s sustainable growth and development and will create shareholder value in the long term. The Supervisory Board supports this strategy fully and will continue to support the Management Board in putting it in place by critically reviewing governance and policies against this strategy.

Financial statements

The financial statements have been audited by PricewaterhouseCoopers Accountants N.V., whose unqualified opinion thereon is included on page 136 of this report. The financial statements and the findings of the independent external auditor in relation to the audit of the financial statements were discussed during a meeting of the Supervisory Board and the Management Board in the presence of the independent external auditor. We propose that the Annual General Meeting of Shareholders should adopt the financial statements for 2007 as presented in this annual report.

Dividend proposal and discharge

We also recommend that the Annual General Meeting of Shareholders approve the dividend proposal submitted by the Management Board, as set out on page 19 of this Annual Report. The dividend proposal is based on the reserve and dividend policy adopted by the Annual General Meeting of Shareholders in 2004. Finally, we propose that the Management Board should be discharged from liability for their management, and independently thereof, the Supervisory Board should be discharged from liability for their supervision in the period under review.

Composition and retirement schedule of the Supervisory Board

All supervisory directors meet the criteria of the profile drafted by the Supervisory Board, which has been posted on Ordina’s website. The composition of the Supervisory Board is such that its members can operate independently of each other, the Management Board or otherwise for the purposes of the Dutch Corporate Governance Code. All members of the Supervisory Board qualify as independent for the purposes of the Code. No transactions were conducted involving any conflict of interest on the part of the supervisory directors.

The Board has four members: Carlo de Swart (Chairman), Erry de Boer, Jo van Engelen and Robert-Jan van de Kraats. For the personal details of the members of the Supervisory Board and the retirement schedule, reference is made to page 60 of this report. According to this schedule, Robert-Jan van de Kraats, who was first appointed in 2004, is scheduled to retire as a supervisory director this year. He is eligible and available for reappointment.

Jo van Engelen has notified the Supervisory Board and Management Board of his intention to step down as a supervisory director following the Annual General Meeting of Shareholders in 2008. He is joining the Board of Directors of the APG Group, where one of his responsibilities will be IT-related matters. In order to avoid any conflict of interest between his primary duties at APG Group and his role as a supervisory director of Ordina, Jo has decided to retire from the Ordina Supervisory Board. Although the Supervisory Board and Management Board regret losing Jo van Engelen as a supervisory director, they appreciate his reasons and respect his subsequent decision. The Supervisory Board and Management Board are extremely grateful to Jo van Engelen for his contribution to the company’s development over the past two years.

Considering that the Supervisory Board has relatively few members, there are no sub-committees. Deliberations and decision-making processes are matters for the entire Supervisory Board. All members of the Supervisory Board have their own specific expertise and this is put to use when specific situations arise.

Activities of the Supervisory Board and consultations with the Management Board

The Supervisory Board supervised the management conducted by the Management Board both in and outside of meetings. In doing so, we duly observed the interests of clients, staff and shareholders as well as those of the Company itself.

The Supervisory Board held six meetings with the Management Board in 2007, according to the pre-arranged schedule. Virtually all meetings were attended by all supervisory directors.

The year-end and half-year results and the findings from the year-end and interim audits were discussed in the presence of the independent external auditor.

During the year reviewed, we discussed the Management Board’s written strategy reports, the strategic management agenda and the long-range forecast as per usual. We discussed the choices made by Ordina at length. The Company continued to fine-tune its core activities and its position in core markets during the review period. Opportunities and threats affecting this strategy were examined very carefully.

Regular issues discussed at the various meetings included market developments, the budget, operational and financial developments, acquisitions and the internal control structure, including the internal risk management and control systems. Investments were evaluated and the Company’s future was considered. Special attention was given to the shortages on the labour market and Ordina’s approach to this situation.

In addition to the combined meetings of the Supervisory Board and Management Board, two meetings were held with Ordina’s full Executive Committee. These meetings addressed current market and financial developments and the strategic plans of the respective divisions for 2008. One of the meetings was held at Ordina BPO’s offices. Ordina BPO’s management team gave a presentation on market developments, organisational developments as well as the opportunities and threats associated with the BPO initiative. Subsequent to this meeting, the Supervisory Board met with Ordina’s second line of management.

Outside of the meetings, the chairman of the Supervisory Board and the CEO were in regular contact.

Performance evaluation

During the year, the full Supervisory Board met once without the Management Board being in attendance. In this meeting, the Board reviewed its own performance and that of its individual members. The outcome of the review was positive. In addition, the Supervisory Board evaluated the composition and appraised the performance of the Management Board and its individual members. The outcome in this respect being positive too. During the meeting, the Board also reviewed the profile, educational needs and the retirement schedule.

Remuneration of the Management Board

The Supervisory Board discussed the remuneration policy and determined the individual remuneration of the members of the Management Board. The executive compensation is in keeping with the remuneration policy adopted by the Annual General Meeting of Shareholders of May 2005. The total remuneration package seeks to strike a balance between the Company’s short-term performance and its strategic targets. The composition and weight of the chosen elements result in a market related performance-based package overall. The competitiveness of the package in the market has been reviewed by an independent external consultant and is subject to annual review by the Supervisory Board. Broadly defined, and when compared with the market average, the remuneration is comprised of a market average fixed income and a relatively high performance-based component in the form of a short-term cash bonus and long-term incentive in the form of shares in Ordina N.V.

The short-term variable bonus is directly linked to developments in earnings per share in the financial year. Targets are set in January of each reporting period. On target, the short-term bonus amounts to 45% of the fixed annual salary. This component may reach up to a maximum of 80% of the fixed annual salary. The long-term incentive in the form of shares in Ordina N.V. is dependant on the achievement of targets over a three-year period. The defined targets relate to revenue and profit developments. On target, the long-term incentive amounts to 60% of the fixed annual salary. This component may reach up to a maximum of 90% of the fixed annual salary. The managing directors are allowed to sell up to 50% of the shares in Ordina N.V. under the long-term incentive scheme in order to be able to fulfil their income tax liability. They are required to hold the remaining shares for a consecutive period of at least two years. The other benefits are slightly below market average, which is in line with the strategic choice to offer a business-oriented, performance-driven remuneration package.

It is the Supervisory Board’s opinion that the proposed remuneration policy is in keeping with Ordina’s objectives and entepreneurial culture. Therefore, the Supervisory Board does not intend to change the remuneration policy in 2008. On 1 January 2008, within the existing policy framework, the pension scheme for the members of the Management Board was updated and converted into an average-pay plan that is conditionally index-linked to inflation, as in comformity with the plan that is used for a larger population within the Ordina Group.

For further details on the remuneration of the members of the Management Board and a breakdown of the different remuneration components, reference is made to page 122 of this report.

Remuneration of the Supervisory Board

In the year under review, the remuneration of the members of the Supervisory was EUR 22,860. The remuneration of the Chairman of the Supervisory Board was EUR 30,345. In determining the remuneration, allowance was made for an indexation of 1.15%, as applicable on 1 January 2007, in accordance with the remuneration of the members of the Supervisory Board adopted in 2006.

In addition to their remuneration, Supervisory Board members are entitled to an expense allowance of EUR 2,270 per year. The total remuneration for the financial year 2007 was EUR 108,000. The remuneration is not contingent on the Company’s financial performance. For further details, reference is made to page 125 of this report.

Corporate governance

The Supervisory Board and Management Board of Ordina, who bear joint responsibility for the Company’s corporate governance structure, subscribe to virtually all principles and best practices set down in the Dutch Corporate Governance Code. To offer an understanding of our specific views on the Code’s principles and best practices, we drafted a full-scope response to the Code as early as 2004, which has now been updated and published on our website. For details, we refer to page 46 of this Annual Report.

Final comments

We would like to avail ourselves of this opportunity to express our appreciation to the Management Board, the Executive Committee and all employees of the Ordina Group for their efforts in 2007. Thanks to the zeal and perseverance displayed by all, Ordina is well on its way towards acquiring a leading position in the market.

Nieuwegein, the Netherlands, 3 March 2008
The Supervisory Board of Ordina N.V.

Carlo de Swart, chairman
Erry de Boer
Jo van Engelen
Robert-Jan van de Kraats

Members of the Supervisory Board