PRESENTED BY - InfoVista

As a result, the contributed BSAAR held by Project Metro Holding SCA will be transferred to Project
Metro Holdings SAS, then to Project Metro Acquco, at a price equal to the compensation for the
BSAAR, i.e., 1.54 euros per BSAAR.
Commitments to sell shares resulting from the exercise of Options by the Managers
Moreover, all the Managers holding Options (that is, all the Managers except Vikas Trehan) have agreed to
exercise their Options (the “Exercised Options”) and sell the resulting shares to the Offeror on the date
chosen by Thoma Bravo, but no sooner than the expiration date of the Offer and no later than September 30,
2012 (the “Deferred Closing Date”), at the price of 3.65 euros per share after the ex-dividend date for the
Special Distribution. This commitment is for the number of shares resulting from the exercise of Options and
for the transfer price indicated in the table below:
Transferors
Number of shares
resulting from the
exercise of Options
The proposed offer and this draft reply document are subject to review by the AMF
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Purchase price of the shares
resulting from the exercise of
Options
(€ 3.65 per share).
Philippe Ozanian 96,250 €351,312.50
Manuel
Stopnicki
65,000 €237,250.00
David Forlizzi 22,000 €80,300.00
Marc Benrey 22,000 €80,300.00
Total 205,250 €749,162.50
The purchase price of the shares resulting from the exercise of Options may be adjusted, if appropriate, in
the event of corporate actions in accordance with Article L.225-181 of the French Commercial Code.
Signature of a shareholders’ agreement regarding the shares of Project Metro Holding SCA
pursuant to the Investment Agreement, the Managers, Thoma Bravo and Project Metro S.à r.l will sign, on
the initial Closing Date, a shareholders’ agreement regarding the shares of Project Metro Holding SCA (the
“Shareholders’ Agreement”), the main provisions of which will be the following :
- the managers of Project Metro Holding SCA and its subsidiaries shall obtain the prior consent of one
of the directors appointed on the nomination of Thoma Bravo for any material decision as listed in
the Shareholders’ Agreement;
- Mr. Philippe Ozanian will continue to serve as Chairman of the board and CEO (Directeur Général)
of InfoVista; the provisions of the Shareholders’ Agreement relating to the governance of Project
Metro Holding SCA will apply mutatis mutandis to InfoVista and its subsidiaries;
- the Managers may not transfer their Project Metro Holding SCA securities before the expiration of a
period of 10 years following the conclusion of the Shareholders’ Agreement, except in the limited
cases specified by the Shareholders’ Agreement (such as transfers to spouses, children and holding