Exhibit (v)
Slide 1: Extraordinary General Meeting of Shareholders Nijkerk, The Netherlands
August 18, 2000
Slide 2: Agenda
- Adoption of the Annual Accounts for the year ended
December 31, 1999 and Discharge of the Managing and
Supervisory Boards
- Appointment of new members of the Managing Board
- Appointment of new members of the Supervisory Board
- Approval of the "Asset Purchase Agreement and Offer
Amendment" dated July 26, 2000 between the Company
and Baan Software B.V. on the one hand and Invensys
Holdings Limited and Invensys Plc. on the other hand
- Amending the Company's Articles of Association to
change the financial year of the Company from the
calendar year to a financial year from September 1
through August 31
Slide 3: First Item of Business
Adoption of the Annual Accounts for the year ended December 31, 1999
and Discharge of the Managing and Supervisory Boards
Slide 4: Annual Report
Income Statement
$ millions
1999 1998
License Revenue 193 336
Maintenance and Service Revenue 426 400
---- ----
Total revenues 619 736
Capitalized software write-downs 43 10
Non-recurring charges 35 145
Other cost of revenues and expenses 842 913
---- ----
(Loss) from operations (301) (332)
Other expense, net (8) (9)
Benefit from income taxes - 20
---- ----
Net (Loss) (309) (315)
(Loss) per diluted share (1.43) (1.59)
V-1
<PAGE>
Slide 5: Annual Report
Balance Sheet Summary
$ millions
1999 1998
Cash and marketable securities 197 207
Accounts receivable 159 252
Total assets 603 823
Deferred revenue 151 166
Long-term debt 189 191
Equity (deficit) (8) 157
Slide 6: Annual Report
Cash Flows
$ millions
1999 1998
Cash and marketable securities, 207 111
at beginning of year
Cash provided (used) from:
Operating activities (140) (41)
Investing activities (28) 29
Financing activiites 159 113
Foreign exchange effect (1) (5)
---- ----
Cash and marketable securities, 197 207
at end of period
Slide 7: Annual Report
Significant Disclosures
- Subsequent Events
- Going Concern Emphasis
Slide 8: Annual Report
Subsequent Events: Year-End Adjustments
- Primarily revenue reductions of approximately $16 million
(2.5% of total revenues) due principally to the non-payment of
certain 1999 accounts receivables during the first half of
2000
Slide 9: Annual Report
Subsequent Events: Financial Transactions
- Converted $50 million of convertible notes; remaining balance
of $139 million
- Sold investment in Meta4 generating cash of $40 million and
realized gain of $21 million
- Sold Coda business unit for $49 million resulting in gain of
$31 million
V-2
<PAGE>
- Entered into Bear Stearns 150 million Euro equity line
Slide 10: Annual Report
Subsequent Events: Invensys Offer
- Cash tender offer of 2.85 Euro per share or 760 million Euros
- Unanimously approved by the Company's Management and
Supervisory Boards
- Approved by Company's Works Council
Slide 11: Annual Report
Going-Concern Emphasis: "Significant Uncertainty"
- Significant losses in 1999 and 1998 of ($310M) and ($315M),
respectively
- 8 successive quarters of operational losses
- Negative equity position potentially resulting in AEX "special
listing"
- Shares will likely trade under $1
Slide 12: Annual Report
Going-Concern Emphasis: "Significant Uncertainty"
- Fundamental restructuring required cutting business in half
- Financing required with negative terms likely
- Accelerated loss of key remaining talent
- Challenging climate to close transactions
Slide 13: Resolution One
Adoption of the 1999 Annual Accounts and Discharge of the Managing
and Supervisory Boards
Slide 14: Second Item of Business
Appointment of new members of the Board of Managing Directors
Slide 15: Nominees
- Bruce Henderson (Chairman of the Management Board): CEO of new
Invensys Software & Systems Division
- Laurens van der Tang (President of the Management Board) 14
year Baan veteran, most recently Executive VP R&D
- Hans Wortmann (Sr. VP Research & Development)
- David Wyman (CFO, Invensys Software & Systems Division)
- Justin Besley (Treasurer)
- Tim Voak (Tax Director)
Slide 16: Resolution Two
V-3
<PAGE>
Election of the nominees to the Management Board
Slide 17: Third Item of Business
Appointment of new members of the Supervisory Board
Slide 18: Nominees
- Kathleen O'Donovan - CFO, Invensys Plc.
- Jim Mueller - COO, Invensys, Plc.
- Jim Bays - Sr. VP, General Counsel and Chief Legal Officer,
Invensys Plc.
- John Saunders - Sr. VP and Director Corporate Strategy and
Development, Invensys Plc.
- Robert Goudie - Sr. VP, General Counsel and Secretary to the
Board, Baan Company
Upon appointment, the nominees will join current Chairman of
the Board Pierre Everaert
Slide 19: Resolution Three
Election of the nominees to the Supervisory Board
Slide 20: Fourth Item of Business
Approval of the "Asset Purchase Agreement" dated July 26, 2000 between
the Company and Baan Software B.V. on the one hand and Invensys
Holdings Limited and Invensys Plc. on the other hand
Slide 21: Summary of Elements
- Will transfer all assets and liabilities of the Company to
Invensys for a sum equal to Euro 2.85 per share
- Within 12 months following transfer, Baan Company N.V. will be
liquidated and Euro 2.85 per share will be distributed to
shareholders
- Agreement necessary because 95% tender threshold not reached
and Invensys insisted on full control of the assets as a
condition to closing
- In the opinion of Supervisory and Management Boards, Invensys
transaction best available alternative for Baan
- Lazard Freres updated its fairness opinion that Euro 2.85 per
share remains fair from a financial point of view for
shareholders
Slide 22: Resolution Four
Approval of the Asset Purchase Agreement
V-4
<PAGE>
Slide 23: Fifth Item of Business
Amending the Company's Articles of Association to change the financial
year of the Company from the calendar year to a financial year from
September 1 through August 31
Slide 24: Summary
- Invensys' purchase of Baan's assets will result in taxable
income for Baan Company
- Fiscal unity between Company and its subsidiaries broken as of
first day of current financial year
- If fiscal unity broken, tax losses accrued in subsidiaries
unavailable to offset taxable income of Baan Company
- Having fiscal year end before closing of Asset Purchase
Agreement will allow tax losses of Company subsidiaries to be
available to offset taxable income
Slide 25: Resolution Five
Approving the change of the Company's Fiscal Year
Slide 26: Extraordinary General Meeting of Shareholders
Nijkerk, The Netherlands
August 18, 2000
V-5
