PRESENTED BY - InfoVista

The Project Metro SCA certificates presented to Marc Benrey in exchange for BSAAR warrants consist of
Category 2 shares with a preferred dividend designed to replicate the PECS remuneration.
On the date of completion of contributions and sales of BSAAR warrants, a shareholders’ agreement relative
to Project Metro SCA will be signed by Project Metro S.à r.l, Thoma Bravo, Philippe Ozanian, Manuel
Stopnicki, Vikas Trehan, David Forlizzi and Marc Benrey, fixing the rights and responsibilities of each of the
parties, as well as general terms and conditions for the sale of the Project Metro SCA shares. In particular,
under the terms of this agreement, each manager will agree not to sell any shares or PECS during a period
of 10 years, starting on the date when the agreement is signed (lock-up clause) 3 .
No preferential liquidity conditions have been granted to the Project Metro SCA certificates issued in
exchange for the contribution by the managers of part of their InfoVista shares (apart from the traditional
“tag-along” and “drag-along” clauses). Moreover, the agreements do not specify a predetermined exit price.
Furthermore, the length of the lock-up period which the managers must observe reinforces the strategic
nature of the reinvestment in Project Metro SCA.
The Investment Agreement also provides for the signature of an agreement authorizing issuance of incentive
instruments to managers in the form of share subscription options. The conditions for granting these
incentive instruments in favor of managers are shown in the draft term sheet appended to the Investment
Agreement. They appear usual in this case and do not require any particular comments.
Against this backdrop, it is our opinion that the reinvestment conditions provided for Philippe Ozanian,
Manuel Stopnicki, David Forlizzi, Marc Benrey and Vikas Trehan are not of a type to cast doubt on the
fairness of the conditions of the Offer.
4. 22 Discounted future cash flow method
This method consists of determining the intrinsic value of a business by discounting the future financial flows
that will result from its business plan at an interest rate that reflects the market’s profitability requirement for
such a business, taking into account the exit value at the endpoint of the plan’s time horizon.
4.221 Assumptions used for the business plan
We have carried out our work on the basis of the discounted 2011/2012 budget and the Company’s business
plan as transmitted to us by management.
Forecast data cover a three-year period (2012 – 2014). The main economic assumptions used are:
- 3.9% average annual revenue growth, based on 2010/2011 revenues of €45.9 million;
3 During the 10-year lock-up period, only the following transactions are authorized:
(i) sale of shares between the parties and their spouses or children or their affiliated companies, (ii) exercise of a right or a
responsibility for joint exit - exercise of a promise to sell in favor of the majority shareholder in case of the departure of a minority
shareholder prior to a “liquidity event.”
The proposed offer and this draft reply document are subject to review by the AMF
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