PRESENTED BY - InfoVista

Our conversations with management mainly concerned:
- the sale procedure;
- the Company’s business;
- forecast financial data, the process by which it is developed and the main underlying assumptions;
- the group’s medium- and long-term growth outlook.
We evaluated the reasonableness of the main economic assumptions used by the management as the basis
for the forecast financial information.
Concerning the comparative and stock market valuation methods, we have examined the public information
on comparable companies and transactions that is available in our databases.
We have examined the legal documentation made available to us, within strict limits and for the sole purpose
of gathering information useful in carrying out our assignment. In particular, we examined the Share
Purchase Agreements, the Investment Agreement and the Shareholders’ Agreement.
We have also examined the auditor’s report on the value of contributions of the Company’s shares made by
shareholding managers under the terms of the Investment Agreement.
Lastly, we examined the work of Bryan, Garnier & Co, the firm presenting the Offer, as shown in the factors
used to evaluate the price proposed for the simplified tender offer and as summarized in the draft offer
document. We have met with representatives of Bryan, Garnier & Co on several occasions.
Details of our examinations are shown in Appendix 5.
4. Evaluation Valuation of InfoVista shares
In accordance with provisions of Article 262-1 of the AMF General Regulations, we performed an
independent valuation of the Company’s shares.
We rejected the following valuation methods:
- the book value method;
- the adjusted book value method;
- the dividend discount model method (capitalization of dividends).
To value the Company, we have used a multi-criterion approach that is based mainly on the following
references and valuation methods:
- reference to recent acquisitions of blocks of InfoVista shares by Project Metro;
- the discounted future cash flow method.
On a secondary basis, we have also used:
- the analysis of the Company’s share price;
- a comparative method based on comparable stock market valuations;
- comparable transactions.
The proposed offer and this draft reply document are subject to review by the AMF
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