Creating Europe's largest Microsoft Dynamics partner

November 2, 2006 - Qurius and Watermark today announced that they are preparing to merge. The merger will create Europe's largest Microsoft Dynamics partner. Together, Qurius and Watermark can provide their customers with a more complete set of solutions and services. The merger also allows them to accelerate their European growth. The combined company will have around 700 employees and 1,700 customers. The joint projected pro forma 2006 revenue will near 100 million euro, depending on December's software license sales. The merger is subject to customary conditions such as works council consultation and approval of Qurius' shareholders. Both parties aim to close the transaction before the end of the year. The merger will immediately have a positive impact on Qurius' earnings per share.

Watermark is Europe's leading specialist in the sales and implementation of Microsoft Dynamics solutions. Watermark's 2005 revenue of 53.5 million euro is projected to increase by 10% in 2006. The foreseen 2006 EBITDA margin is around 7%. "In order to grow outside our home market and create shareholder value, building scale and strengthening our solutions/services portfolio are top priorities. Watermark offers a sound base for European expansion in nine European countries. Also, the merger provides significant customer benefits and career opportunities for our employees", says Fred Hermans, CEO of Qurius.

"The combination of Qurius and Watermark creates the largest Microsoft Dynamics partner in Europe, and one of our most committed partners across the entire Microsoft platform," says Allison Watson, Corporate Vice President, Microsoft Worldwide Partner Group. "Together, they are well-positioned to deliver a wide array of customized, industry-focused solutions that improve the business performance and profitability of our mutual customers. Microsoft Dynamics is about connecting people to business processes, and it is through the expertise and methodology of partners like Qurius and Watermark that we are able to make that happen."

Largely complementary Both companies are leading players in the Netherlands' Microsoft Dynamics market. Since they largely focus on different industry segments, Qurius' and Watermark's offerings only slightly overlap. Potential synergy benefits are sharing solutions, best practices and systems, and leveraging business opportunities. No employment loss is anticipated. A proposal will be submitted to Qurius' shareholders' meeting to expand the combination's Executive Board to four members and to add a fourth member to the Supervisory Board. The proposed Executive Board will consist of Qurius' Fred Hermans (CEO) and Mark van Kemenade with nominees Tom Stolk and Frank van der Woude from Watermark.

According to Tom Stolk, CEO of Watermark, the merger of the two companies will create a strong foundation for organic growth and acquisitions outside the Netherlands. "Qurius has distinguished itself in our marketplace through its clear industry focus, broad software and services portfolio and entrepreneurship. We are proud to bring forward our European network, solutions and expertise to build on a mutual tradition of customer and industry focus. We'll obviously continue our Infor/SSA, Scala and Multi+ activities in the targeted markets."

Transaction, timetable, financing & shares outstanding Watermark's shareholders are ABN AMRO Capital, Prime Technology Ventures and the present Watermark management. The proposed transaction involves a 100% Watermark share transfer in exchange for 18 million euro in cash and 18.6 million newly issued (unlisted) Qurius shares B. Furthermore, Qurius will provide the Watermark shareholders with a share loan of 2 million newly issued Qurius shares. This loan will be to be repaid to Qurius before the second half of 2007, as desired in cash (2 million euro) or shares. The newly issued 18.6 million B shares will be converted in listed shares before May 1, 2007. These B shares are used as a temporary solution to close the transaction in a short time space.

Because of the transaction, the number of Qurius' shares outstanding will increase to 74.682.619. A lock-up will be agreed with the Watermark management, which defines that they can sell their shares in three portions with a term of one to three years. For the cash component of the sales price, Qurius will attract new financing. Qurius is advised by NIBC Bank, NautaDutilh and KPMG Accountants. The Watermark shareholders are advised by Fortis Corporate Finance & Capital Markets and Norton Rose Lawyers & Solicitors.

ESM The Extraordinary Shareholders' Meeting to approve the transaction is scheduled on December 18, 2006. A shareholder circular that explains the transaction details is in preparation. The shareholder circular and other meeting documents will be made available at the investors section of www.qurius.com.

ABN AMRO Capital ABN AMRO Capital's IT portfolio consists of Western European information technology companies. Recently, investments have been made in NexWave, Swyx Solutions and iRex Technologies. In addition, ABN AMRO Capital was an investor in Control Break International and MarketXS, which have successfully been sold. ABN AMRO Capital's technology portfolio is managed by Favonius Ventures. Favonius Ventures is a European investment fund focusing on venture buyouts, corporate spinouts and growth capital /expansion stage financing for IT.

Prime Technology Ventures Prime Technology Ventures is a leading early stage venture capital firm. Prime Technology Ventures focuses on investing in European companies in the information and communication technology industries and leverages its people, expertise and capital to actively guide them into category leaders. The firm has invested in companies in the Benelux countries, United Kingdom, Finland and Sweden. From its offices in Amsterdam and Cambridge the partnership manages over 120 million euro in committed capital.

Watermark Watermark is a specialist in the implementation of company-wide software solutions, serving over 1,200 customers. Watermark offers enterprise resource planning, supply chain management and customer relationship management solutions from leading software vendors such as Microsoft Dynamics, Infor/SSA (in Spain, Italy and Germany), Scala and Multi+ (in Scandinavia). Watermark is headquartered in Veenendaal, the Netherlands, and employs 430 people via 20 offices in nine European countries. Further information is available on www.Watermark.eu.

Qurius N.V. Qurius provides architecture, realization and systems management of Microsoft technology based business and IT solutions, including reliable and safe infrastructures. Its offices in the Netherlands and Belgium serve over 500 customers. Qurius has been publicly listed on Euronext Amsterdam since 1998. Further information is available on www.qurius.com.

Press contact: Qurius, Caroline Jooren. Telephone +31 (0)418 683 500 or [email protected]. Watermark, Hans Broer. Telephone +31 (0)318 544 900 or [email protected].

The press release can be downloaded from the following link: