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Number of shares Our calculations are based on the number of shares issued plus those that would result from the exercise of the BSAAR warrants and in-the-money Options (1,549,835 shares), less the number of treasury shares (379,029 at December 31, 2011). The number of shares resulting from this calculation is 17,650,843. Valuing equity based on enterprise value The adjustment for using enterprise value to calculate equity was determined based on actual figures for cash and financial debt at December 31, 2011 as they appear in the half-yearly consolidated financial statements. The positive adjustment amounts to €12,586 thousand and includes the following factors: - cash position, €27,006 thousand, - plus the impact of the potential cash inflow from the exercise of BSAAR warrants and the Options, amounting to €5,196 thousand, - plus the discounted present value of tax savings linked to losses carried forward, estimated at €5,170 thousand, - less the amount of the exceptional distribution planned for February 9, 2012, or €24,786 thousand. 4. 21 Reference to acquisitions of blocks of InfoVista shares Presentation of the acquisition of blocks and related transactions The price of €5.05 was obtained following the competitive sale procedure used on the initiative of the Company and a U.S. advisory bank. We requested an explanation of the sale process and we understand that the bank began contacting 50-odd potential investors (investment funds and actors in the industrial sector) in April 2011 based on an informational document. We further learned that representatives of about 15 companies signed confidentiality agreements, opening a period of discussions from mid-June to mid-September 2011 between InfoVista and potential acquirers. Following this period, InfoVista received four non-binding letters of intent from two industrial firms and two investment funds, one of which was Thoma Bravo, the high bidder. The price initially offered by Thoma Bravo was revised downward in November 2011 following additional examinations by the potential acquirer. On December 20, 2011, via the intermediary of Project Metro, Thoma Bravo signed contracts for the offmarket acquisition of 10,827,692 shares at a price of €5.05 per share, representing 65.70% of the The proposed offer and this draft reply document are subject to review by the AMF - 26 -
Company’s share capital (61.18% on a fully diluted basis assuming exercise of the BSAAR warrants and Options and excluding treasury shares) with 16 investors. The price will be paid in two installments as follows: €3.65 on the Closing date (December 20, 2011) and €1.40 no later than the earlier of the following two dates: (i) 90 days after the Closing date or (ii) the date on which the Offer is closed. As part of the exceptional distribution, assigning rights to payment of the balance of the price was set up by Thoma Bravo, which has guaranteed the payment by the Offeror and, as such the balance of the price will be paid directly by the Company to the sellers of the controlling blocks when paying the dividend relating to the exceptional distribution. An investment agreement was also signed on December 20, 2011 by Project Metro and certain managing shareholders, under the terms of which the managers must sell 489,748 BSAAR warrants and the shares resulting from the exercise of 205,250 Options, for a total of 3.93% of fully diluted share capital after exclusion of treasury shares, based on a value of €5.05 per share (before the exceptional distribution). The shares thus sold by investors (10,827,692 shares) and managers (694,998 potential shares) pursuant to these agreements represent a total of 65.11% of the fully diluted share capital excluding treasury shares. We have examined these agreements, which do not include any price enhancement clause or other provision that would have an impact on the price of €5.05 resulting from these transactions. A liquidity mechanism concerning the BSAAR warrants and Options that may be exercised following the closing of the Offer (potentially 378,525 shares representing 2.14% of fully diluted share capital) has been set up. Mr. Shah and Mr. Fries have signed, respectively on January 12 and January 19, 2012, two liquidity contracts, each for 100,000 BSAAR warrants based on a price of €1.54 per BSAAR warrant. All BSAAR warrants issued are thus covered by agreements with the Offeror. The liquidity contracts on the Options will be set up based on a price of €3.65 per share, resulting from the exercise of the Options. Given the price offered, this mechanism is not likely to cast doubt on the fairness of the conditions of the Offer. Analysis of reinvestment operations available to shareholding managers The Investment Agreement calls for the shareholding managers to contribute 488,312 BSAAR warrants (based on a value of €1.54), or 2.77% of fully diluted share capital after exclusion of treasury shares, in exchange for certificates issued by Project Metro SCA. The Project Metro SCA certificates given in exchange for BSAAR warrants to Philippe Ozanian, Manuel Stopnicki, Vikas Trehan and David Forlizzi consist of: � 99% preferred equity certificates (hereinafter “PECS”) subject to the same conditions and the same operations as those subscribed by Thoma Bravo. These certificates carry the right to remuneration ranging from 7.72% to 8.12% for PECS 1 and from 9.03% to 9.43% for PECS 2. Given that (i) Project Metro SCA holds as its sole asset, indirectly via the Offeror, its investment in InfoVista, (2) the PECS remuneration is payable only if the company remains the beneficiary, and (3) all shareholders are on an equal footing (pari passu), holding them does not constitute a materially different situation from that of a shareholder; � 1% ordinary shares. The proposed offer and this draft reply document are subject to review by the AMF - 27 -
Page 1 and 2: DRAFT REPLY DOCUMENT PRESENTED BY T
Page 3 and 4: 1 OVERVIEW OF THE SIMPLIFIED TENDER
Page 5 and 6: 1.3 Terms of acquisition of the blo
Page 7 and 8: The PECs 1 referred to above will b
Page 9 and 10: companies owned by the Managers) an
Page 11 and 12: Managers The proposed offer and thi
Page 13 and 14: 4 INFORMATION ON THE COMPANY 4.1 Sh
Page 15 and 16: As far as the Company is aware and
Page 17 and 18: The board of directors is responsib
Page 19 and 20: - an amount equal to the higher of:
Page 21 and 22: 1. Overview of the transaction 1.1
Page 23 and 24: Liquidity contracts have been or wi
Page 25: 4.1 Rejected valuation methods Our
Page 29 and 30: - an increase in the EBITDA margin
Page 31 and 32: Sensitivities to a variation of: -
Page 33 and 34: The Offer price before the stock’
Page 35 and 36: 4. 33 Comparable transactions metho
Page 37 and 38: The presenting firm used a 12.9% di
Page 39 and 40: elieve that the price resulting fro
Page 41 and 42: Date Target Initiator Presenting ba
Page 43 and 44: Stock price analysis: � Liquidity
Page 45 and 46: - Market data: Datastream and Assoc
Page 47 and 48: - is identical to the value used fo
Page 49 and 50: 7 INTENTION OF THE MEMBERS OF THE B
Page 51: 9 PERSONS TAKING RESPONSIBILITY FOR

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