OFFERING TO SUBSCRIBE FOR UP TO E17.5 MILLION IN NEWLY ISSUED SHARES WITH VVPR STRIPS In connection with the Offering the Lead Manager was granted a Green shoe Option equal to 15% of the Base Shares. THE OFFERED SHARES ARE OFFERED TO THE PUBLIC IN BELGIUM AND PURSUANT TO A PRIVATE PLACEMENT TO INSTITUTIONAL INVESTORS IN BELGIUM AND EUROPE. ADMISSION TO LISTING ON EUROLIST BY EURONEXT BRUSSELS OF ALL EXISTING SHARES IN THE COMPANY, ALL NEW SHARES AS WELL AS ALL VVPR STRIPS. In connection with the Offering, the Lead Manager is allowed to allocate an additional number of existing shares equal to maximum 15% of the Base Shares. The Lead Manager will be granted a Green shoe Option, exercisable as of the Listing Date and until 30 days thereafter, for the sole purpose of allowing the Lead Manager to cover these over-allotments, if any. The Green shoe Option consists of a warrant granted to the Lead Manager. The shares issued upon exercise of the Green shoe Option will be new shares of the Company. The Offering and sale of the Offered Shares are subject to certain restrictions. See disclaimers and notices, beginning on page 28. Investing in the Offered shares involves a high degree of risk. See “Risk factors” beginning on page 19. Punch Telematix was created through the acquisition of several companies and, as a consequence, intangible assets account for approximately 53% of its balance sheet total. Up to now, the Company has not been profi table and the recurrent revenues represented only a minor part of its total revenues. Lead Manager Selling Agent Prospectus November 2006 The Offered Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended and may not be offered or sold in the USA or to or for the account or benefi t of USA persons except pursuant to an exemption from such registration. TABLE OF CONTENTS Table of contents 1 Summary 5 Risk factors 19 Risks related to the Group’s business 19 Risks Relating to the Industry 23 Risks related to the Offering 25 Disclaimers and notices 28 1. General information and information concerning responsibility for the prospectus and for auditing the accounts 31 1.1. Responsibility for the content of the Prospectus 31 1.2. Responsibility for auditing the accounts 31 1.3. Approval of the Prospectus 32 1.4. Available information 32 1.4.1. Prospectus 32 1.4.2. Company documents and other information 32 2. General information relating to the offering and admission to listing on the Eurolist by Euronext Brussels 34 2.1. Information related to the capital increase 34 2.2. Key information 34 2.2.1. Working capital statement 34 2.2.2. Capitalization and indebtedness 35 2.2.3. Background of the Offering and use of proceeds 35 2.3. Terms and conditions of the Offering 36 2.3.1. Conditions and nature of the Offering 36 2.3.2. Offer Price 37 2.3.3. Offering Period 37 2.3.4. Application procedure 37 2.3.5. Allocation of the shares 38 2.3.6. Payment, settlement and delivery of the shares and the VVPR strips 39 2.3.7. Form of the shares and VVPR strips 39 2.3.8. Dividends 40 2.4. Listing and fi rst trading 40 2.5. Underwriting agreement 41 2.6. Green shoe Option and stabilization 42 2.7. Intentions of the Shareholder 43 2.7.1. Shareholder 43 2.7.2. Lock-up arrangements 43 2.7.3. Shareholder’s intentions after the Offering 44 2.8. Costs and remunerations of intermediaries 44 2.9. Financial service 44 2.10. Legislation and competent courts 44 2.11. Information related to the shares 44 2.11.1. Regulations applicable in Belgium in case of theft or loss of securities 44 2.11.2. Belgian taxation 45 1 3. General information about the company and its share capital 51 3.1. General information 51 3.2. Corporate purpose 51 3.3. Group structure 52 3.4. Company’s capital and shares 53 3.4.1. Share capital and shares 53 3.4.2. Other outstanding fi nancial instruments 53 3.4.3. Development of the capital 53 3.4.4. Description of rights attached to the shares 54 3.4.5. Form and transferability of the shares 58 3.4.6. Purchase and sale of own shares 58 3.5. Shareholders 59 3.5.1. Shareholder prior to the Offering 59 3.5.2. Shareholders after completion of the Offering 60 3.6. Notifi cation of important participations 60 3.7. Public takeover bids 60 3.8. Squeeze-out 61 4. Corporate governance 62 4.1. General 62 4.2. Board of directors 63 4.2.1. General provisions 63 4.2.2. Chairman 63 4.2.3. Independent directors 64 4.2.4. Composition of the board of directors 65 4.3. Committees within the board of directors 66 4.3.1. General 66 4.3.2. Audit committee 67 4.3.3. Nomination and remuneration committee 69 4.4. Chief executive offi cer 69 4.4.1. General provisions 69 4.4.2. Role of the chief executive offi cer 69 4.4.3. Duties of the chief executive offi cer 70 4.5. Remuneration of directors and executive management 70 4.6. Shares held by directors and executive management 70 4.6.1. Shares held by non-executive directors 70 4.6.2. Shares held by the executive management 71 4.7. The statutory auditor 71 4.8. Confl icts of interest of directors and executive management transactions with affi liates 71 4.8.1. Confl icts of interest of directors and executive management 71 4.8.2. Transactions with affi liates 72 4.9. Relations with affi liated companies and the Shareholder 72 5. Company activities 74 5.1. Introduction to Punch Telematix 74 5.2. Competitive strengths 75 5.3. Market description 76 5.3.1. Defi nition of telematics 76 5.3.2. Components of a telematics’ solution 76 5.3.3. Telematics applications 77 5.3.4. Market description: Telematics industry 80 5.4. History of Punch Telematix 83 5.4.1. Punch Telematix buy and build strategy 84 5.4.2. Technology background 85 5.5. Punch Telematix market positioning 86 2 5.6. Punch Telematix’ solutions portfolio 87 5.6.1. Vehicle-mounted solutions 88 5.6.2. Portable solutions 89 5.7. Strategy 91 5.8. Intellectual property 92 5.9. Partnerships 93 5.10. Sales and distribution 93 5.10.1. Truck and transport segment 94 5.10.2. Field services segment 94 5.10.3. Fleet and assets management segment 94 5.10.4. The role of mobile operators 95 5.11. Manufacturing 96 5.12. Competition 97 5.12.1. Truck and transport segment 97 5.12.2. Field services segment 98 5.12.3. Fleet and Asset Management segment 98 5.13. Human resources 100 5.13.1. Executive management 100 5.13.2. Employees 101 5.14. Facilities 101 5.15. Legal proceedings 102 6. Management’s discussion and analysis of fi nancial condition and results of operations 103 6.1. Overview 103 6.2. Sources of revenues 104 6.3. Factors affecting results of operations 105 6.4. Income statement 105 6.4.1. Sales 106 6.4.2. Operating losses 106 6.4.3. Net Result 107 6.5. Balance Sheet 108 6.6. Capital expenditures 109 6.7. Outlook 110 6.7.1. Outlook for 2006 110 6.7.2. Outlook for 2007 and beyond 110 7. Financial information 111 7.1. Consolidated accounts 2004 – 2005 and 30 June 2006 prepared in accordance with IFRS 111 7.1.1. Consolidated income statement – End of year 111 7.1.2. Consolidated income statement – Semestrial 112 7.1.3. Consolidated Balance sheet – End of year 113 7.1.4. Consolidated Balance sheet – Semestrial 114 7.1.5. Consolidated cash fl ow statement – End of year 115 7.1.6. Consolidated cash fl ow statement – Semestrial 116 7.1.7. Consolidated statement of changes in shareholders’ equity 117 7.1.8. Accounting policies 117 7.1.9. Financial risk management 124 7.1.10. Notes to the consolidated fi nancial statements 125 7.2. Auditors’ report 145 7.2.1. Auditor’s report on the consolidated fi nancial statements for the years ended 31 December 2005 and 31 December 2004 145 7.2.2. Auditor’s report on the consolidated half-year fi nancial statements for the periods ended 30 June 2006 and 30 June 2005 146 8. Business glossary 148 3 4 SUMMARY The following information does not purport to be complete and should be read as an introduction to the more detailed information appearing elsewhere in this Prospectus. It contains selected information about Punch Telematix, its business and the Offering. It does not include all the information that may be relevant or important to investors. Any decision by a prospective investor to invest in the Offered Shares should be based on consideration of the Prospectus as a whole and not solely on this summary. In particular, this summary should be read together with, and is qualifi ed in its entirety by, the more detailed information and the fi nancial statements and notes thereto appearing elsewhere in this Prospectus. It should also be read together with the matters set forth under “Risk Factors”. No civil liability will attach to Punch Telematix in respect of this summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus.