PRESENTED BY - InfoVista

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Share price (en euros) 6 5 4 3 2 1 0 05/02/2010 05/03/2010 02/04/2010 InfoVista two-year stock price versus CAC Small & Mid caps rebased 30/04/2010 28/05/2010 25/06/2010 23/07/2010 20/08/2010 17/09/2010 15/10/2010 12/11/2010 10/12/2010 07/01/2011 Volume InfoVista stock price CaC Small & Mid caps rebased Offer price 04/02/2011 04/03/2011 The proposed offer and this draft reply document are subject to review by the AMF - 32 - 01/04/2011 Only two analysts follow the stock. Oddo Nextcap has had a target price of €5.5 since January 2011. IDMidcaps has been targeting €6.0 since July 2011. We analyzed the InfoVista stock price on December 9, 2011, the last trading day before trading in the share was halted on the announcement of the transaction. Daily trading volumes are limited. Total trading during the 12 months ending on December 11, 2011 came to 4,748 thousand shares. Relative to the number of shares in circulation, the turnover rate is thus 28.88% of capital and 54.19% of the float (calculating the float at 53.3%). The low trading volumes in the stock limit the relevance of this criterion in establishing InfoVista’s intrinsic value, and we have therefore considered it to be only a secondary approach. The stock price is nonetheless an indicator of value that is followed by minority shareholders. The premiums included in the Offer price relative to spot and average prices weighted by one-month, threemonth, six-month and one-year volumes at December 9, 2011 are shown below: InfoVista stock price history Price at Dec. 9, 2011 In euros Premium / discount In euros, ex dividend 29/04/2011 27/05/2011 24/06/2011 Premium / 22/07/2011 discount Spot price 3.50 44% 2.10 74% Market capitalization, € millions 57.54 56.14 -100% 1-month weighted average 3.55 42% 2.15 70% 3-month weighted average 3.72 36% 2.32 57% 6-month weighted average 4.41 15% 3.01 21% 12-month weighted average 4.86 4% 3.46 5% 12-month high 5.38 -6% 3.98 -8% 12-month low 3.41 48% 2.01 82% Source: Datastream 19/08/2011 16/09/2011 14/10/2011 11/11/2011 09/12/2011 450 400 350 300 250 200 150 100 50 0 Volumes
The Offer price before the stock’s ex-dividend date for the exceptional dividend includes a 44% premium to the December 9, 2011 spot price and a range of premiums from 15% to 42% relative to the weighted average stock market price from one to six months. The Offer price after the stock’s ex-dividend date for the exceptional dividend includes a 74% premium to the December 9, 2011 spot price adjusted for the dividend and a range of premiums from 21% to 70% relative to the weighted average stock market price from one to six months, adjusted for the dividend. Trading in the stock was halted on December 12, 2011 at a price of €3.5 (December 9, 2011 closing price). Trading resumed on December 27, 2011. Since then, the stock has traded in a range from €4.96 to €4.99 (between €3.56 and €3.59 after adjustment for the exceptional dividend). 4. 32 Peer group comparisons method The peer group comparisons method consists of determining a firm’s value by applying the price multiples observed for other listed companies in the same business sector to aggregates considered relevant. Listed companies may be considered comparable if they genuinely resemble the company being analyzed, in terms of: - business area (products, clients, regions) - size (revenues or market capitalization, invested capital, market share) - margin levels and structure - revenue and margin growth outlook. Having completed our analyses, we developed a sample of eight companies: - Compuware Corporation and Netscout are medium-sized U.S.-based companies that operate in InfoVista’s market segments (in terms of products and/or clients); - we have added to the sample other French software publishers of a size comparable to InfoVista, but operating in other market segments. The market capitalization, revenues and EBITDA and EBIT margins of these companies are shown in the table below: Company Country Currency MV The proposed offer and this draft reply document are subject to review by the AMF - 33 - EV Revenues 30/06/2011 2010 2011e 2012e 2010 2011e 2012e Compuware Corporation USA USD 1 790 1 807 927 4.4% 19.8% 20.7% NA 14.3% 16.0% 21.8% Netscout USA USD 757 615 281 10.9% 28.2% 26.0% 27.3% 20.5% 24.9% NA Lectra France EUR 127 109 197 5.1% 14.9% 16.1% 16.2% 12.3% 13.4% 13.5% IGE + XAO France EUR 40 18 22 4.8% 25.0% 25.2% 25.3% 21.7% 22.2% 22.8% ESI Group France EUR 75 74 84 8.6% 10.6% 13.5% 13.1% 9.2% 11.2% 11.9% Cegid Group France EUR 137 220 251 2.4% 22.6% 23.9% 24.0% 9.8% 11.8% 12.6% Linedata Services France EUR 95 96 132 5.6% 22.0% 19.7% 20.2% 15.4% 14.2% 14.6% Pharmagest Interactiv France EUR 133 109 96 4.6% 20.4% 20.8% 21.0% 18.3% 18.8% 19.0% Infovista (June 30 N+1) France E 80 48 46 3.6% 12.0% 13.5% 14.6% 9.1% 11.3% 12.8% CAGR 2010-2012e InfoVista’s profitability is at the low end of the range of comparable companies. Ebitda / rev % Ebit / rev %
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 and 26: 4.1 Rejected valuation methods Our
Page 27 and 28: Company’s share capital (61.18% o
Page 29 and 30: - an increase in the EBITDA margin
Page 31: Sensitivities to a variation of: -
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
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Page 49 and 50: 7 INTENTION OF THE MEMBERS OF THE B
Page 51: 9 PERSONS TAKING RESPONSIBILITY FOR

PRESENTED BY - InfoVista

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