PRESENTED BY - InfoVista

and companies related to it.
Delegation of authority to be given to the
board to buy back the shares of the
Company under a share buyback scheme,
pursuant to Article L.225-209 of the French
Commercial Code
Delegation of authority given to the board
to reduce the capital by cancelling shares
previously bought back under a share
buyback scheme, pursuant to Article L.225-
209 of the French Commercial Code.
Delegation of authority to be given to the
board to reduce the capital by cancelling
shares purchased under a share buyback
tender offer, pursuant to Article L.225-207
of the French Commercial Code.
Authorization for the board to award free
shares, whether existing or to be issued.
Authorization for the board to award
options to purchase existing shares.
11/16/2011 18 months from
the meeting, i.e.,
05/15/2013
11/16/2011 1 year from the
meeting, i.e.,
11/15/2012
11/16/2011 1 year from the
meeting, i.e.,
11/15/2012
11/16/2011 38 months from
the meeting, i.e.,
01/15/2015
11/16/2011 38 months from
the meeting, i.e.,
01/15/2015
The proposed offer and this draft reply document are subject to review by the AMF
- 18 -
10% of the capital, in
an aggregate amount
not to exceed
7,000,000 euros, at a
maximum purchase
price of 6 euros per
share
10% of the capital
over 24 months
2,500,000 shares, at
a maximum purchase
price of 6 euros per
share and a
maximum overall
price of 10,000,000
euros
200,000 shares
200,000 shares
4.11 Agreements entered into by the Company that are amended or terminated in the event of a
change in control of the Company
To the best of the Company’s knowledge, the Offer does not entail the amendment or the termination of any
agreement entered into InfoVista that may have a material adverse effect on the interest of the Company.
4.12 Agreements providing for compensation to be paid to the members of the board of directors
or the employees if they resign or are terminated without cause or if their employment is
terminated because of a tender offer
To the best of the Company’s knowledge, there is one agreement governed by the laws of the State of
Virginia, between Project Metro Inc. and Mr. Philippe Ozanian, defining the sums payable to Mr. Philippe
Ozanian in the event of termination of his employment with Project Metro Inc. These sums may be paid in
the event of dismissal that may be considered as a dismissal without cause under French law (licenciement
sans cause réelle et sérieuse) and, in certain circumstances, in the event of the resignation of Mr. Philippe
Ozanian. These payments are calculated as follows:
- an amount equal to his fixed gross annual salary as at the date of his termination, minus eighty
thousand, four hundred sixty (80,460) US dollars, plus