SECTION 1 -

section 10.2.1 of this prospectus). Among the legal, administrative or legislative proceedings that
relate to the Company and/or its subsidiaries are:
The French competition authority is currently investigating a complaint of one of Accentiv’
Kadéos’ competitors related to the length of exclusive product acceptance and distribution
arrangements entered into with certain of the Group’s affiliated merchants for some of the Group’s
products. On March 2, 2010, the French competition authority rejected the competitor’s request for
an injunction. At this stage, the Group is not able to predict the outcome of the investigation.
In Italy, a court in Rome has invalidated certain Ticket Restaurant ® trademarks due to their
generic nature. The case is being appealed to the appellate court in Rome. Even if the final decision
has the effect of ending the exclusive right to use the Ticket Restaurant ® mark, the Group will not be
prevented from using the mark and would not expect such a decision to have a material adverse
effect on its business.
To the best of the Company’s knowledge, as of the date of this prospectus neither the
Company nor any of its subsidiaries have been threatened with litigation that could have a material
adverse effect on the Group’s results of operations or its financial position.
SECTION 2 ‐ MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
2.1 Introduction
The business of New Services has recorded significant growth on a regular basis over a period
of many years, driven by geographic expansion, the introduction of new products, increased market
penetration and a targeted acquisitions policy designed to raise issue volume and increase market
share.
The Group’s growth has led to higher issue volumes, which have in turn systematically
increased funds from operations. Due to the nature of its activities, New Services has been able to
grow without the need to raise significant amounts of financing, as the Group’s business does not
require significant recurring capital expenditures, and its working capital requirements are structurally
negative.
The business of New Services benefits from significant diversification, both in terms of
product lines and geographically. This has enabled the Group to realize regular and sustained growth
overall, even though the performance of a given product in a given country might fluctuate in any
period. The Group’s sales force is organized by country or region, close to the customer base,
allowing the Group to adjust rapidly to changes in the market, seeking to deploy the Group’s entire
product line in an optimal manner in each regional market.
In 2009, in spite of the global economic crisis, these advantages enabled the Group to
maintain overall growth in issue volume and funds from operations at constant scope of consolidation
and exchange rates, in all of the regions in which the Group operates. However, external factors, such
as the devaluation of the Venezuelan bolivar fuerte and falling interest rates worldwide, affected the
Group’s reported results for the fiscal year.
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