PRESENTED BY - InfoVista

premiums ranging from 21% (6-month average) to 74% (spot on December 9, 2011) on the market price
adjusted for dividends (and from 15% to 44% based on the price before the dividend distribution and
compared to market price not adjusted for dividends).
The Offeror, who holds 65.70% of the share capital and 67.11% of the voting rights of InfoVista, intends to
vote for the Special Distribution at the specially convened ordinary shareholders’ meeting to be held on
February 8, 2012. In this respect, Ricol Lasteyrie was appointed by the board of directors to give an opinion
on the consequences of the distribution on the financial condition and investment capacity of the Company in
view of its business plan and its development prospects. Ricol Lasteyrie’s report dated January 18, 2012,
confirmed that the special distribution was reasonable given the financial condition of the Company and did
not affect its investment capacity or its development prospects as set out in its business plan. Ricol Lasteyrie
also noted that the business plan did not provide for external growth and that any acquisition in the short run
would require loans or equity contributions.
In light of the above and upon due deliberation, the board of directors approved, by a unanimous vote of its
members present or represented, the proposed tender offer as submitted to its examination and confirmed
that it was in the interest of InfoVista, its shareholders and its employees; the board of directors also
unanimously approved the related draft reply document. Consequently, the board of directors recommended
to the shareholders to tender their shares to the Offer, which it considered to be fair.
Regarding the treasury shares held by InfoVista, the board of directors acknowledged that it did not have to
decide on their being tendered to the Offer, as the Offeror did not intend to purchase them.
Mr. Philippe Ozanian expressed his intention to tender to the Offer the 533 shares he held in the Company,
except for the one share he is required to hold in his capacity as director. He also specified that, given the
commitments he had made to sell and contribute his BSAAR and to sell the shares resulting from the
exercise of his Options under the Investment Agreement, the Offer did not extend to the shares underlying
these BSAAR and options.
The other two board members indicated that they did not hold any InfoVista shares other than the one share
they are required to hold in their capacity as director, so that there was no question whether they should
tender their shares to the Offer.
The proposed offer and this draft reply document are subject to review by the AMF
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