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- Commitment by the Managers to contribute to Project Metro Holding SCA, on the Initial Closing Date, the number of BSAAR (the « Contributed BSAAR ») specified below (each BSAAR entitling its holder to one <strong>InfoVista</strong> share), for a consideration of 1.54 euros per BSAAR, corresponding to the difference between the Offer price before the ex-dividend date for the Special Distribution (i.e., 5.05 euros per share) and the exercise price of each BSAAR (i.e., 3.51 euros). The number and value of the relevant BSAAR are as follows: Transferors Transferors Number of Transferred BSAAR Number of contributed BSAAR Philippe Ozanian 389,610 €599,999.40 Manuel Stopnicki 32,468 €50,000.72 Vikas Trehan 22,727 €34,999.58 David Forlizzi 14,286 €22,000.44 Marc Benrey 29,221 €45,000.34 Total 488,312 €752,000.48 The proposed offer and this draft reply document are subject to review by the AMF - 6 - Purchase price of the BSAAR (€1,54 per BSAAR) Philippe Ozanian 295,075 €454,415.50 Manuel Stopnicki 67,532 €103,999.28 Vikas Trehan 32,273 €49,700.42 David Forlizzi 24,089 €37,097.06 Marc Benrey 70,779 €108,999.66 Total 489,748 €754,211.92 Consideration for the BSAAR (€1.54 per BSAAR) As compensation for their contributions, US tax resident Managers will receive class 1 limited partner’s shares (actions de commanditaires) issued by Project Metro SCA and giving them the same economic rights as those granted to Thoma Bravo, in proportion to their investment. On top of this, the remainder of the contributions made by the Managers will be compensated by offsetting against class 1 preferred equity certificates (“PECs 1”) and class 2 preferred equity certificates (“PECs 2”, and together with PECs 1 “PECs”) issued by Project Metro SCA, on the same terms and conditions as Thoma Bravo. As compensation for his contribution, the French resident Manager Mr. Marc Benrey will receive class 2 limited partner’s preferred shares (actions de commanditaires de préférence) issued by Project Metro SCA and giving him the same economic rights as those granted to Thoma Bravo and the other transferors in respect of their PECs and class 1 limited partner’s shares, in proportion to his investment. After these contributions, Thoma Bravo and each of the US tax resident transferring Managers mentioned above will be pari passu as to the breakdown of their investment in Project Metro SCA into equity (class 1 limited partner’s preferred shares) and quasi-equity (PECs), except for the holder of class 2 shares, which are to be reinvested solely in equity.
The PECs 1 referred to above will bear interest at a rate �ranging from 7.72% to 8.12%� per year, payable on the anniversary date of the subscription for PECs 1 by Thoma Bravo and the relevant transferring Managers. The redemption of the principal amount of the PECs 1 (plus any unpaid interest accrued thereon) will occur (i) at the redemption date, which is the thirtieth anniversary of the initial subscription date of the PECs 1 or (ii) at any time, in whole or in part, at the sole option of Project Metro Holding SCA; in the event of the liquidation of Project Metro Holding SCA, PECs subscribers will not be entitled to request any redemption before the above-mentioned redemption date. The PECs 2 referred to above will bear interest at a rate �ranging from 9.03% to 9.43%� per year, payable on the anniversary date of the subscription for PECs 2 by Thoma Bravo and the relevant transferring Managers. The redemption of the principal amount of the PECs 2 (plus any unpaid interest accrued thereon) will occur (i) at the redemption date, which is the thirtieth anniversary of the initial subscription date of the PECs 2 or (ii) at any time, in whole or in part, at the sole option of Project Metro Holding SCA; in the event of the liquidation of Project Metro Holding SCA, PECs subscribers will not be entitled to request any redemption before the above-mentioned redemption date. The class 2 limited partner’s preferred shares received by the French tax resident transferring Manager as compensation for his Contributed BSAAR carry a preferred dividend right reflecting the economic rights attached to PECs. The other terms and conditions of class 2 limited partner’s preferred shares are identical to those of class 1 limited partner’s shares. The reinvestment by all the Managers of a portion of their BSAAR into Project Metro Holding SCA will account for approximately 11.26% of Project Metro Holding SCA’s equity and 1.69% of its PECs. Therefore, the capital and quasi-equity (PECs) of Project Metro Holding SCA are owned as follows: - Thoma Bravo: 98.20% of equity and quasi-equity, broken down as follows: � 41,035,382 class 1 shares, representing 88.74% of the shares; and � 4,062,502,764 PECs, representing 98.31% of the PECs, including 1,625,001,046 PECs 1 and 2,437,501,718 PECs 2 - The Managers, collectively: of equity and quasi-equity, broken down as follows: Managers Shares PECs 1 PECs 2 David Forlizzi 22,022 class 1 shares 871,208 1,306,814 Philippe Ozanian 599,984 class 1 shares 23,759,982 Vikas Trehan 34,958 class 1 shares 1,386,000 Manuel Stopnicki 50,050 class 1 shares 1,980,008 Marc Benrey 4,500,034 class 2 shares Total 5,207,048 (11.26% of the shares) The proposed offer and this draft reply document are subject to review by the AMF - 7 - 27,997,198 (1.69% of PECs 1) 35,639,974 2,079,000 2,970,014 0 0 41,995,802 (1.69% of PECs 2)
Page 1 and 2: DRAFT REPLY DOCUMENT PRESENTED BY T
Page 3 and 4: 1 OVERVIEW OF THE SIMPLIFIED TENDER
Page 5: 1.3 Terms of acquisition of the blo
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 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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