Pierre Dalmaz, General Manager, Transiciel - Paris Milan, 9 November 2001 Creating Value through International Build-Ups Lessons to be shared

ê ê Corporate Profile Cross Border Milano 9 th november, 2001

- November, 2001 – n° 3 10 successfull years

- November, 2001 – n° 4 ê A multi-specialist offering A multi-specialist offering of pure player software services with 3 main domains covering the needs of large corporations - November, 2001 – n° 4

- November, 2001 – n° 5 Three domains of intervention (2000 figure) A multi-specialist offering

- November, 2001 – n° 6 ê Our Business Model Offer Organization Corporate spirit - November, 2001 – n° 6

- November, 2001 – n° 7 3 bases for the business model êOffer –Constant work to enhance our offer and meet our clients’ needs –A partnership policy (Oracle, SAP, IBM, Microsoft, HP, Compaq,…) êOrganization –Decentralization to promote individual initiatives and customer proximity –Centralized control to guarantee consistency and rigorous compliance with our mode of operation êCorporate Spirit –Delegation of responsibility –Transparency and honesty –Profitability and growth Our business model

- November, 2001 – n° 8 The core of our organization: the branch êA network of branches of a human dimension (40 to 100 employees) Our business model

- November, 2001 – n° 9 Our business model European Expansion ê131 branches spread over 6 countries

- November, 2001 – n° 10 ê Creating value - November, 2001 – n° 10 Since its foundation, Transiciel has demonstrated its capacity for creating shareholder value through consistently high growth, while keeping one of the highest profitability rates in its business sector.

- November, 2001 – n° 11 Creating value Rise in turnover (in M € )

- November, 2001 – n° 12 Growth in operating profit and net profit (M € ) Creating value

- November, 2001 – n° 13 ê Acquisitions Strong acquisition policy Subjects of analysis Acquisition model Integration of acquisitions External consultants - November, 2001 – n° 13

- November, 2001 – n° 14 ê 2000 Acquisitions 1999/2000 SYSDATA CR2A High Technology Consulting Embedded software and real time systems development France 800 employeesSales 99 : € 5,4 M ê 1999 BEEWAY Reinforce Insourcing Administration of Systems and Networks France400 employeesSales 99: € 26,8 M LEVELDATA Reinforce Integration of management Systems Spain500 employees Sales 99: € 19,2 M SINFOR Reinforce High Technology Consulting France520 employeesSales 00: € 34,5 M  Within 10 years and due to its agressive acquisition policy: Espagne Systems integration for the telecoms, industries and services

- November, 2001 – n° 15 Acquisitions 2001 (suite) GENCOM Fixed and mobile telephony, digital TV France 120 employees Sales : € 8.5 M RETEC Scientific calculation and digital simulation, CAD mechanics, electronical engineering France440 employees Sales : € 25.9 M SINFOR Outsourced electronics R1D, Telecommunications, automation, process and quality France520 employeesSales 00 : € 34.5 M UCC High Quality ICT services, e business solutions, design and implementation and management NDLS450 employeesSales 00 : € 38.6 M IDC SAP France35 employeesSales 00 : € 3.8 M ê 2001 After10 years of activity, Transiciel reaches 7500 employees, in theory a company of 10 employees growing by 50 % during 10 years should reach 385 employees.

- November, 2001 – n° 16 Acquisitions 3 subjects of analysis êIndustrial Analysis –Search for a complementary commercial and technical offer to Transiciel –Acquire companies with real technical value and good customer-base ê Quality of Management: –Search of good management to join the Transiciel entrepreneurial spirit and support our futur development –Good human fit with top management ê Financial performance: –Performing management should show through good financial figures –Net assets should also reflect the way the company has been managed in the past ê Analysis of fundamentals: –Use of the Transiciel’s auditing methodology to review business acquisitions, finance, legal… –Transiciel’s experience

- November, 2001 – n° 17 Acquisition model êBuying of 100 % of the company’s shares and voting rights êAcquisition will be integrated in a decentralized business model êPayment in cash if possible in most cases êEarn out on part of the acquisition price (20 to 30 %) based on profitability in value to reach on a period of 1 year to a maximum of 3 years Acquisitions

- November, 2001 – n° 18 Acquisitions Integration of acquisitions êTransiciel, usually, leaves an adaptation year of autonomy to the company before : –Modifing the company’s organization (if necessary) to apply Transiciel’s decentralized business model with cooperation of local management –Installing Transiciel’s management and information system –Adding the new company and its managers into Transiciel’s global offer to avoid overlappings and develop synergis –Having management participate to group meetings to favour business contacts and develop conviviality

- November, 2001 – n° 19 Acquisitions External consultants ê Due to Transiciel’s size and targeted markets, we expect: –Consultants expertise on foreign European markets –Real and In depth knowledge of specific companies and personal contacts with managers –Preferably, we favour sell side mandates on interesting companies but we also sign mandates on our side when we see real added value