2APR201414530687

OFFERING MEMORANDUM NOT FOR GENERAL DISTRIBUTIONIN THE UNITED STATES

E125,000,000

Cegedim S.A.(a societe anonyme organized under the laws of France)

63⁄4% Senior Notes due 2020Cegedim S.A., a societe anonyme organized under the laws of France (the ‘‘Issuer’’), is offering (the ‘‘Offering’’) A125,000,000

aggregate principal amount of its 63⁄4% Senior Notes due 2020 (the ‘‘Additional Notes’’). The Additional Notes offered herebyconstitute a reopening of the A300,000,000 principal amount of the 63⁄4% Senior Notes due 2020 that Cegedim issued on March 20,2013 (the ‘‘Existing Notes’’ and together with the Additional Notes, the ‘‘Notes’’). The Additional Notes will be issued under theindenture, dated March 20, 2013 (the ‘‘Indenture’’), pursuant to which the Issuer issued the Existing Notes. The Additional Noteswill have the same terms as, and will be consolidated with and form a single series with, the Existing Notes in all respects, includingwithout limitation in respect of interest payments, waivers, amendments, redemptions and offers to purchase. The Additional Noteswill trade interchangeably with the Existing Notes. Upon completion of this Offering, A425,000,000 principal amount of Notes willbe outstanding.

Interest on the Additional Notes will accrue from April 1, 2014 and will be payable, semi-annually in arrears on each April 1and October 1, commencing on October 1, 2014. The Notes will mature on April 1, 2020. The Issuer may redeem some or all of theNotes on or after April 1, 2016, at the redemption prices set forth in this offering memorandum. At any time prior to April 1, 2016,the Issuer may redeem, at its option, some or all of the Notes at a redemption price equal to 100% of the principal amount thereof,plus accrued and unpaid interest and additional amounts, if any, plus a ‘‘make whole’’ premium, as described in this offeringmemorandum. At any time prior to April 1, 2016, the Issuer may also redeem up to 35% of the aggregate principal amount of theoutstanding Notes using the proceeds from certain equity offerings at a redemption price equal to 106.750% of the principal amountof the outstanding Notes, plus accrued and unpaid interest and additional amounts, if any. Additionally, the Issuer may redeem all,but not less than all, of the Notes upon the occurrence of certain changes in applicable tax law at a redemption price equal to 100%of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. Upon the occurrence of certainevents constituting a change of control, the Issuer will be required to offer to repurchase all of the Notes at a redemption price equalto 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any.

The Additional Notes will be senior unsecured obligations of the Issuer and will rank equally in right of payment with allexisting and future unsecured indebtedness of the Issuer that is not subordinated in right of payment to the Additional Notes,including the Existing Notes. The Additional Notes will be senior in right of payment to all existing and future indebtedness of theIssuer that is subordinated in right of payment to the Additional Notes and will be effectively subordinated to any existing and futuresecured indebtedness of the Issuer to the extent of the value of the assets securing such indebtedness. The Additional Notes will notbe guaranteed by any of the Issuer’s subsidiaries and will be structurally subordinated to any existing and future indebtedness of theIssuer’s subsidiaries, whether or not secured.

This offering memorandum includes information on the terms of the Additional Notes, including redemption and repurchaseprices, covenants and transfer restrictions.

Application has been made to list the Additional Notes on the official list of the Luxembourg Stock Exchange and to admit theAdditional Notes to trading on the Euro MTF Market, where the Existing Notes are already admitted to trading. References in thisoffering memorandum to the Additional Notes being ‘‘listed’’ (and all related references) shall mean that the Additional Notes havebeen admitted to the Official List and admitted to trading on the Euro MTF market.

Investing in the Additional Notes involves risks. See ‘‘Risk Factors’’ beginning on page 22.

Offering Price: 105.75% plus accrued interest, if any, from April 1, 2014.

The Additional Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended(the ‘‘U.S. Securities Act’’), or the laws of any other jurisdiction and may not be offered or sold within the United States exceptpursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. In theUnited States, the Offering is being made only to ‘‘qualified institutional buyers’’ (‘‘QIBs’’) (as defined in Rule 144A under theU.S. Securities Act) in compliance with Rule 144A under the U.S. Securities Act (‘‘Rule 144A’’). You are hereby notified that the initialpurchaser of the Additional Notes may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act providedby Rule 144A. Outside the United States, the Offering is being made in reliance on Regulation S under the U.S. Securities Act(‘‘Regulation S’’). See ‘‘Notice to U.S. Investors’’ and ‘‘Transfer Restrictions’’ for additional information about eligible offerees andtransfer restrictions.

The Additional Notes will be represented on issue by one or more global notes and the initial purchaser expects to deliver theAdditional Notes in book-entry form through Euroclear Bank SA/NV (‘‘Euroclear’’) and Clearstream Banking, societe anonyme(‘‘Clearstream, Luxembourg’’) on or about April 14, 2014.

This offering memorandum constitutes a prospectus for the purposes of the Luxembourg law on securities prospectuses datedJuly 10, 2015, as amended.

Sole Bookrunner

Societe Generale Corporate & Investment Banking

The date of this offering memorandum is April 7, 2014.

TABLE OF CONTENTS

Page

Important Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii

Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Summary Historical Consolidated Financial Information and Other Data . . . . . . . . . . . . . . . . . . 17

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

Selected Historical Consolidated Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . 46

Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99

Certain Relationships and Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100

Description of Other Indebtedness and Financing Arrangements . . . . . . . . . . . . . . . . . . . . . . . . 101

Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106

Book-Entry, Delivery and Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152

Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 157

Certain Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160

Certain French Insolvency Law Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166

Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173

Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176

Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177

Service of Process and Enforcement of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178

Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 179

Index to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

Neither the Issuer nor the initial purchaser has authorized anyone to provide you with informationthat is different from the information contained herein. If given, any such information should not be reliedupon. Neither the Issuer nor the initial purchaser is making an offer of the Additional Notes in anyjurisdiction where the Offering is not permitted. You should not assume that the information contained inthis offering memorandum is accurate as of any date other than the date on the front of this offeringmemorandum.

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IMPORTANT INFORMATION

We are offering the Additional Notes in reliance on exemptions from the registration requirements ofthe U.S. Securities Act. These exemptions apply to offers and sales of securities that do not involve a publicoffering. The Additional Notes have not been registered with, recommended by or approved by theU.S. Securities and Exchange Commission (the ‘‘SEC’’) or any other securities commission or regulatoryauthority, nor has the SEC or any such securities commission or authority passed upon the accuracy oradequacy of this offering memorandum. Any representation to the contrary is a criminal offense in theUnited States.

In making an investment decision regarding the Additional Notes, prospective investors must rely ontheir own examination of our business and the terms of the Offering, including the merits and risksinvolved. In addition, neither we nor the initial purchaser nor any of its representatives are making anyrepresentation to you regarding the legality of an investment in the Additional Notes, and you should notconstrue anything in this offering memorandum as legal, business or tax advice. You should consult yourown advisors as to legal, tax, business, financial and related aspects of an investment in the AdditionalNotes. You must comply with all laws applicable in any jurisdiction in which you buy, offer or sell theAdditional Notes or possess or distribute this offering memorandum, and you must obtain all applicableconsents and approvals; neither we nor the initial purchaser shall have any responsibility for any of theforegoing legal requirements.

The initial purchaser makes no representation or warranty, express or implied, as to the accuracy orcompleteness of the information contained in this offering memorandum. Nothing contained in thisoffering memorandum is, or shall be relied upon as, a promise or representation by the initial purchaser asto the past or future.

We accept responsibility for the information contained in this offering memorandum. To the best ofour knowledge and belief, the information contained in this offering memorandum is in accordance withthe facts and does not omit anything likely to affect the import of such information. However, theinformation set out under the headings ‘‘Exchange Rate Information,’’ ‘‘Summary,’’ ‘‘Management’sDiscussion and Analysis of Financial Condition and Results of Operations’’ and ‘‘Business’’ includes extractsfrom information and data, including industry and market data, released by publicly available sources inEurope and elsewhere. While we accept responsibility for the accurate extraction and summarization ofsuch information and data, we have not independently verified the accuracy of such information and dataand we accept no further responsibility in respect thereof. In addition, this offering memorandum containssummaries believed to be accurate with respect to certain documents, but reference is made to the actualdocuments for complete information. All such summaries are qualified in their entirety by such reference.However, as far as the Issuer is aware, no information or data has been omitted which would renderreproduced information inaccurate or misleading. The information in this offering memorandum is currentonly as of the date on the cover, and our business or financial conditions and other information in thisoffering memorandum may change after that date.

By receiving this offering memorandum, you acknowledge that you have had an opportunity torequest from us for review, and that you have received, all additional information you deem necessary toverify the accuracy and completeness of the information contained in this offering memorandum. You alsoacknowledge that you have not relied on the initial purchaser in connection with your investigation of theaccuracy of this information or your decision whether to invest in the Additional Notes.

We reserve the right to withdraw the Offering at any time, and we and the initial purchaser reserve theright to reject all or a part of any offer to purchase the Additional Notes, for any reason. We and the initialpurchaser also reserve the right to sell less than all of the Additional Notes offered by this offeringmemorandum or to sell to any purchaser less than the amount of Additional Notes it has offered topurchase. The initial purchaser and certain related entities may acquire a portion of the Additional Notesfor their own account.

The distribution of this offering memorandum and the offering and sale of the Additional Notes incertain jurisdictions may be restricted by law. Persons into whose possession this offering memorandum orany of the Additional Notes come must inform themselves about, and observe any restrictions on, thetransfer and exchange of the Additional Notes. None of us, the initial purchaser or its respectiverepresentatives are making any representation to any offeree or any purchaser of the Additional Notesregarding the legality of any investment in the Additional Notes by such offeree or purchaser underapplicable legal investment or similar laws or regulations. For a further description of certain restrictions

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on the offering and sale of the Additional Notes and the distribution of this offering memorandum,see ‘‘—Notice to U.S. Investors,’’ ‘‘—Notice to New Hampshire Residents Only,’’ ‘‘—Notice to Investors in theEuropean Economic Area,’’ ‘‘—Notice to Investors in France,’’ ‘‘—Notice to Investors in the United Kingdom,’’‘‘Transfer Restrictions’’ and ‘‘Plan of Distribution.’’ By possessing this offering memorandum or purchasingany Note, investors will be deemed to have represented and agreed to all of the provisions contained in theabove referenced sections of the offering memorandum.

This offering memorandum does not constitute an offer to sell or an invitation to subscribe for orpurchase any of the Additional Notes in any jurisdiction in which such offer or invitation is not authorizedor to any person to whom it is unlawful to make such an offer or invitation. You must comply with all lawsthat apply to you in any place in which you buy, offer or sell any Additional Notes or possess this offeringmemorandum. You must also obtain any consents or approvals that you need in order to purchase anyAdditional Notes. The Issuer and the initial purchaser are not responsible for your compliance with theselegal requirements.

The Additional Notes are subject to restrictions on resale and transfer as described under ‘‘TransferRestrictions’’ and ‘‘Plan of Distribution.’’ By purchasing any Additional Notes, you will be deemed to havemade certain acknowledgments, representations and agreements as described in those sections of thisoffering memorandum. You may be required to bear the financial risks of investing in the Additional Notesfor an indefinite period of time.

The Additional Notes will be available in book-entry form only. We expect that the Additional Notessold pursuant to this offering memorandum will be issued in the form of one or more global notes inregistered form without interest coupons attached, which will be deposited with, or on behalf of, a commondepositary for the accounts of Euroclear and Clearstream, Luxembourg, and registered in the name of thenominee for the common depositary. Beneficial interests in the global notes will be shown on, andtransfers of the global notes will be effected only through, records maintained by Euroclear, Clearstream,Luxembourg, and their respective participants. After the initial issuance of the global notes, AdditionalNotes in certificated form will be issued in exchange for the global notes only as set forth in the Indenture.See ‘‘Book-Entry; Delivery and Form.’’

The information set out in relation to sections of this offering memorandum describing clearingarrangements, including the section entitled ‘‘Book-Entry; Delivery and Form,’’ is subject to any changes in,or reinterpretation of, the rules, regulations and procedures of Euroclear and Clearstream, Luxembourgcurrently in effect. While we accept responsibility for accurately summarizing the informationconcerning Euroclear and Clearstream, Luxembourg, we accept no further responsibility in respect ofsuch information.

STABILIZATION

IN CONNECTION WITH THE OFFERING OF THE ADDITIONAL NOTES, SOCIETEGENERALE (THE ‘‘STABILIZING MANAGER’’) (OR PERSONS ACTING ON BEHALF OF THESTABILIZING MANAGER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH AVIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THANTHAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THATTHE STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZINGMANAGER) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTIONMAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OFTHE TERMS OF THE OFFERING OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDEDAT ANY TIME, BUT IT MUST END NO LATER THAN 30 DAYS AFTER THE DATE ON WHICHTHE ISSUER RECEIVED THE PROCEEDS OF THE ISSUE, OR NO LATER THAN 60 DAYSAFTER THE DATE OF THE ALLOTMENT OF THE NOTES, WHICHEVER IS EARLIER.

NOTICE TO U.S. INVESTORS

Each purchaser of Additional Notes will be deemed to have made the representations, warranties andacknowledgements that are described in this offering memorandum under ‘‘Transfer Restrictions.’’

The Additional Notes have not been and will not be registered under the U.S. Securities Act or thesecurities laws of any state of the United States and are subject to certain restrictions on transfer.Prospective purchasers are hereby notified that the seller of any Note may be relying on the exemption

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from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. For a description ofcertain further restrictions on resale or transfer of the Additional Notes, see ‘‘Transfer Restrictions.’’

THE NOTES MAY NOT BE OFFERED TO THE PUBLIC IN ANY JURISDICTION. BYACCEPTING DELIVERY OF THIS OFFERING MEMORANDUM, YOU AGREE NOT TO OFFER,SELL, RESELL, TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY, ANY NOTE TOTHE PUBLIC.

Societe Generale is not a U.S. registered broker-dealer. To the extent that Societe Generale intends toeffect any sales of the Additional Notes in the United States, it will do so through SG AmericasSecurities, LLC or one or more other U.S. registered broker-dealers as permitted by FINRA regulations.

NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR ALICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISEDSTATUTES (RSA 421-B) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT ASECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATEOF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OFNEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETEAND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTIONOR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THESECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONSOF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSONS, SECURITY ORTRANSACTION. IT IS UNLAWFUL TO MAKE OR CAUSE TO BE MADE TO ANYPROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY REPRESENTATIONINCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA

This offering memorandum has been prepared on the basis that any offer of Additional Notes in anyMember State of the European Economic Area which has implemented the Prospectus Directive (each, a‘‘Relevant Member State’’) will be made pursuant to an exemption under the Prospectus Directive fromthe requirement to publish a prospectus for offers of Additional Notes. The expression ‘‘ProspectusDirective’’ means Directive 2003/71/EC (and amendments thereto, including the 2010 PD AmendingDirective, to the extent implemented in the Relevant Member State), and includes any relevantimplementing measure in the Relevant Member State and the expression ‘‘2010 PD Amending Directive’’means Directive 2010/73/EU.

NOTICE TO INVESTORS IN THE UNITED KINGDOM

This offering memorandum is for distribution only to persons who (i) have professional experience inmatters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000(Financial Promotion) Order 2005, as amended (the ‘‘Financial Promotion Order’’), (ii) are persons fallingwithin Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of theFinancial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitationor inducement to engage in investment activity (within the meaning of Section 21 of the Financial Servicesand Markets Act 2000) in connection with the issue or sale of any Additional Notes may otherwise lawfullybe communicated or caused to be communicated (all such persons together being referred to as ‘‘relevantpersons’’). This offering memorandum is directed only at relevant persons and must not be acted on orrelied on by persons who are not relevant persons. Any investment or investment activity to which thisoffering memorandum relates is available only to relevant persons and will be engaged in only withrelevant persons.

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NOTICE TO INVESTORS IN FRANCE

The Additional Notes have not been and will not be offered or sold to the public in the Republic ofFrance, and no offering or marketing materials relating to the Additional Notes must be made available ordistributed in any way that would constitute, directly or indirectly, an offer to the public in the Republicof France.

The Additional Notes may only be offered or sold in the Republic of France pursuant to articleL. 411-2-II of the French Code monetaire et financier to (i) providers of third-party portfolio managementinvestment services, (ii) qualified investors (investisseurs qualifies) acting for their own account and/or(iii) a limited group of investors (cercle restreint d’investisseurs) acting for their own account, all as definedin and in accordance with articles L. 411-1, L. 411-2 and D. 411-1 to D. 411-4 of the French Code monetaireet financier.

Prospective investors are informed that:

(i) this offering memorandum has not been submitted for clearance to the French financial marketauthority (Autorite des marches financiers);

(ii) individuals or entities referred to in article L. 411-2-II-2 of the French Code monetaire et financiermay participate in the Offering for their own account, as provided under articles D.411-1,D.411-2, D.744-1, D.754-1 and D.764-1 of the French Code monetaire et financier; and

(iii) the direct and indirect distribution or sale to the public of the Additional Notes acquired by themmay only be made in compliance with articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 toL. 621-8-3 of the French Code monetaire et financier.

AVAILABLE INFORMATION

For so long as any of the Notes are ‘‘restricted securities’’ within the meaning of Rule 144(a)(3) underthe U.S. Securities Act and we are neither subject to Section 13 or 15(d) of the U.S. Securities ExchangeAct of 1934, as amended (the ‘‘U.S. Exchange Act’’), nor exempt from reporting pursuant toRule 12g3-2(b) under the U.S. Exchange Act, we will furnish to any holder or beneficial owner of Notes, orto any prospective purchaser designated by any such registered holder, upon the written request of anysuch person, the information required to be delivered pursuant to Rule 144A(d)(4).

We are not currently subject to the periodic reporting and other information requirements of theU.S. Exchange Act. However, pursuant to the Indenture and so long as the Notes are outstanding, we willfurnish periodic information to the holders of the Notes. See ‘‘Description of the Notes—CertainCovenants—Reports.’’ We will also make available all reports required by the covenant described under‘‘Description of the Notes—Certain Covenants—Reports’’ on our website.

FORWARD-LOOKING STATEMENTS

This offering memorandum contains forward-looking statements, including statements about ourmarkets and our strategy, future operations, industry forecasts, expected investments and target levels ofleverage and indebtedness. Forward-looking statements provide our current expectations, intentions orforecasts of future events. Forward-looking statements include statements about expectations, beliefs,plans, objectives, intentions, assumptions and other statements that are not statements of historical fact.Words or phrases such as ‘‘aim,’’ ‘‘anticipate,’’ ‘‘assume,’’ ‘‘believe,’’ ‘‘continue,’’ ‘‘forecast,’’ ‘‘ongoing,’’‘‘estimate,’’ ‘‘expect,’’ ‘‘intend,’’ ‘‘may,’’ ‘‘plan,’’ ‘‘potential,’’ ‘‘predict,’’ ‘‘project,’’ ‘‘target,’’ ‘‘seek’’ orsimilar words or phrases, or the negatives of those words or phrases, may identify forward-lookingstatements, but the absence of these words does not necessarily mean that a statement is notforward-looking.

Forward-looking statements are subject to known and unknown risks, uncertainties and other factorsand are based on potentially inaccurate assumptions that could cause actual results to differ materiallyfrom those expected or implied by the forward-looking statements. Our actual results could differmaterially from those anticipated in our forward-looking statements for many reasons, including thefactors described in the section entitled ‘‘Risk Factors’’ in this offering memorandum. In addition, even ifour actual results are consistent with the forward-looking statements contained in this offeringmemorandum, those results or developments may not be indicative of results or developments in

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subsequent periods. Important risks, uncertainties and other factors that could cause our actual results tovary from projected future results include, but are not limited to:

• defects in our software;

• system disruptions and failures;

• data processing errors, delays in delivering or difficulties in delivering our products and services;

• breaches in security;

• decrease in the number of medical representatives employed by pharmaceutical companies;

• potential liability for the improper use of our products and services or of the content we provide;

• the failure to transition existing customers to new product lines or a loss of one or more of ourmajor customers;

• data suppliers withdrawing or withholding data or failing to adhere to our data quality standards;

• compliance with and changes in existing legislative, judicial, regulatory, financial, economic, culturalor consumer environments, particularly those applicable to pharmacies in France;

• failure to compete successfully with our competitors;

• our ability to introduce new products and keep pace with technology;

• continued downturn in global economic conditions;

• failure to correctly anticipate costs in our engagements with clients, particularly long-termagreements;

• the effects of conducting our operations in multiple international jurisdictions, including emergingmarkets;

• failure to protect our intellectual property;

• infringement on third-party proprietary rights;

• our ability to attract, retain and train skilled and qualified personnel and our reliance on our seniormanagement team;

• involvement in legal proceedings or government investigations;

• ability to obtain financing;

• our leverage and factors affecting our leverage, which may make it difficult to operate ourbusinesses and affect our ability to service our indebtedness;

• the covenants contained in the Indenture and other debt agreements, which limit our operating andfinancial flexibility; and

• the other factors discussed in more detail under ‘‘Risk Factors.’’

Accordingly, prospective investors should not rely on these forward-looking statements, which speakonly as of the date of this offering memorandum or as otherwise indicated. We do not have any obligationto publicly revise any forward-looking statement to reflect circumstances or events after the date of suchforward-looking statement or to reflect the occurrence of unanticipated events.

In addition, from time to time we and our representatives, acting in respect of information providedby us, have made or may make forward-looking statements orally or in writing. These forward-lookingstatements may be included in, but are not limited to, press releases (including on our website), reports toour securityholders and other communications. Although we believe that the expectations reflected in suchforward-looking statements are reasonable, there can be no assurance that such expectations will prove tobe correct. We undertake no obligation to publicly update or revise any forward-looking statements,whether as a result of new information, future events or otherwise.

The risks described in the ‘‘Risk Factors’’ section of this offering memorandum are not exhaustive.Other sections of this offering memorandum describe additional factors that could adversely affect ourbusiness, financial condition or results of operations. Moreover, we operate in a very competitive andrapidly changing environment. New risk factors emerge from time to time and it is not possible for us topredict all such risks; nor can we assess the impact of all such risks on our business or the extent to whichany factor, or combination of factors, may cause actual results to differ materially from those contained inany forward-looking statements. Given these risks and uncertainties, prospective investors should not placeundue reliance on forward-looking statements as a prediction of actual results.

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CERTAIN DEFINITIONS USED IN THIS OFFERING MEMORANDUM

Unless indicated otherwise in this offering memorandum or the context requires otherwise, allreferences to:

• ‘‘2013 Refinancing Transactions’’ are to the offering of the Existing Notes in March 2013 and theapplication of the proceeds therefrom to the repurchase of a portion of the 2015 Notes, prepayment ofthe then-outstanding term loan portion and repayment of the then-outstanding revolving portion of theRevolving Credit Facility;

• ‘‘2014 Refinancing Transactions’’ are to this Offering and the application of the proceeds therefrom tothe repurchase of the 2015 Notes, as described in ‘‘Use of Proceeds’’;

• ‘‘2015 Notes’’ are to the Issuer’s 7.0% Senior Notes due 2015 issued on July 27, 2010, of whichA168.6 million remain outstanding as at the date of this offering memorandum;

• ‘‘Additional Notes’’ are to the Issuer’s 63⁄4% Senior Notes due 2020 offered hereby in an aggregateprincipal amount of A125.0 million, which will have the same terms as, and will be consolidated, form asingle series and trade interchangeably with, the Existing Notes in all respects;

• ‘‘Americas’’ are to North America, Central America and South America, collectively;

• ‘‘APAC’’ are to Asia Pacific;

• ‘‘Audited Financial Statements’’ are to our audited historical consolidated financial statements and thenotes thereto, prepared in accordance with IFRS as of and for the years ended December 31, 2011, 2012and 2013;

• ‘‘Bpifrance Participations’’ are to our shareholder Bpifrance Participations, formerly known as the FondsStrategique d’Investissement S.A. or ‘‘FSI’’, which is 100% owned by Bpifrance S.A., which is in turn50% owned by BPI Groupe, which is itself owned by the French government and 50% owned by Caissedes Depots et Consignations (which is also owned by the French government). Bpifrance Participationsis a minority investor in French companies involved in industrial projects;

• ‘‘Cegedim,’’ ‘‘we,’’ the ‘‘Group,’’ ‘‘our’’ or ‘‘us’’ are to the Issuer and its subsidiaries, unless the contextsuggests otherwise;

• ‘‘Cegelease’’ are to our subsidiary that offers financing options to retail pharmacies and healthcareprofessionals, primarily for computer equipment (e.g., software, hardware and maintenance) andpharmacy fixtures (e.g., signs, automatic devices and furniture);

• ‘‘Clearstream, Luxembourg’’ are to Clearstream Banking, societe anonyme;

• ‘‘CRM and Strategic Data’’ are to our Customer Relationship Management and Strategic Dataoperating division;

• ‘‘EBITDA’’ are to consolidated profit (loss) for the period before share of profit (loss) for the period ofequity method companies, total taxes, cost of net financial debt, other non-recurring income andexpenses from operation and depreciation expenses;

• ‘‘EMEA region’’ are to Europe (including Russia), the Middle East and Africa;

• ‘‘EU’’ are to the European Union;

• ‘‘euro,’’ ‘‘euros,’’ or ‘‘A’’ are to the single currency of the Member States of the European Unionparticipating in the third stage of the economic and monetary union pursuant to the Treaty on theFunctioning of the European Union, as amended or supplemented from time to time;

• ‘‘Euroclear’’ are to Euroclear Bank SA/NV;

• ‘‘Existing Notes’’ are to the Issuer’s 63⁄4% Senior Notes due 2020 issued on March 20, 2013 in anaggregate principal amount of A300.0 million;

• ‘‘FCB’’ are to our shareholder FCB S.A.S. which is majority controlled by Jean-Claude Labrune andhis family;

• ‘‘FCB Loan’’ are to the A50.0 million shareholder loan granted by FCB to Cegedim in May 2007, ofwhich A45.1 million in aggregate principal amount was outstanding as of December 31, 2013;

• ‘‘GERS’’ are to Groupement pour l’Elaboration et la Realisation de Statistiques, an economic interestgroup of French pharmaceutical companies;

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• ‘‘Healthcare Professionals’’ are to our Healthcare Professionals operating division;

• ‘‘IFRS’’ are to the International Financial Reporting Standards, as adopted by the European Union;

• ‘‘Indenture’’ are to the indenture, dated March 20, 2013, which governs the Notes as described in‘‘Description of the Notes’’;

• ‘‘Insurance and Services’’ are to our Insurance and Services operating division;

• ‘‘Issue Date’’ are to the date of the issuance of the Additional Notes offered hereby;

• ‘‘Issuer’’ are to Cegedim S.A., and not to any of its subsidiaries, unless the context suggests otherwise;

• ‘‘Net Financial Debt’’ are to Total Financial Debt net of cash and cash equivalents; for moreinformation, see Note 7 to our Audited Financial Statements for the year 2011 and Note 6 to ourAudited Financial Statements for the years 2012 and 2013;

• ‘‘Notes’’ are to the Additional Notes and Existing Notes, together;

• ‘‘Operating Income’’ are to consolidated profit (loss) for the period before share or profit (loss) forperiod of equity method companies, total taxes and cost of net financial debt;

• ‘‘Operating Income from recurring operations’’ are to consolidated profit (loss) for the period beforeshare or profit (loss) for period of equity method companies, total taxes, cost of net financial debt andother non-recurring income and expenses from operations;

• ‘‘Performance Improvement Plan’’ are to the program that we initiated in November 2011 (with respectto the first round) and in November 2012 (with respect to the second round) in order to improve ouroverall operating performance;

• ‘‘QIB’’ are to a qualified institutional buyer as defined in Rule 144A under the U.S. Securities Act;

• ‘‘R&D’’ are to research and development;

• ‘‘Reconciliation’’ are to the Group’s newly introduced division named ‘‘Reconciliation,’’ whichsegregates support activities that the Issuer performs, on behalf of the Group, as a listed entity and forthe operating divisions, as described in ‘‘Presentation of Financial and Other Information—SegmentReporting’’;

• ‘‘Regulation S’’ are to Regulation S under the U.S. Securities Act;

• ‘‘Revolving Credit Facility Agreement’’ are to the A280.0 million term and revolving credit facilitiesagreement, dated June 10, 2011 entered into among, inter alia, the Issuer, as borrower, BNP Paribas,Credit Lyonnais, Societe Generale Corporate and Investment Banking, as mandated lead arrangers andbookrunners, Banc of America Securities Limited, and Credit Industriel et Commercial, as mandatedlead arrangers, Credit Lyonnais and Societe Generale Corporate and Investment Banking asCoordinators, certain lenders and Societe Generale as facility agent;

• ‘‘Revolving Credit Facility’’ are to the multicurrency revolving loan facility in an aggregate principalamount of A80.0 million made available pursuant to the Revolving Credit Facility Agreement;

• ‘‘Rule 144A’’ are to Rule 144A under the U.S. Securities Act;

• ‘‘SEC’’ are to the U.S. Securities and Exchange Commission;

• ‘‘subsidiary’’ are to each of Cegedim’s subsidiaries in which (i) Cegedim holds a majority of the votingrights or (ii) Cegedim holds a minority of the voting rights and which is fully consolidated into Cegedim’sAudited Financial Statements;

• ‘‘Tender Offer’’ are to the tender offer launched by the Issuer to purchase 2015 Notes, as describedunder ‘‘Summary—Recent Developments—Tender Offer for the 2015 Notes’’;

• ‘‘Total Financial Debt’’ are to the sum of the financial portion of our long-term, medium-term,short-term financial borrowing and liabilities, and our borrowings under the overdraft facilities,excluding miscellaneous items mainly consisting of accruals for employee profit-sharing plans;

• ‘‘Trustee’’ are to The Bank of New York Mellon;

• ‘‘United States’’ or ‘‘U.S.’’ are to the United States of America, its territories and possessions, any stateof the United States of America and the District of Columbia;

• ‘‘U.S. dollars,’’ ‘‘dollars,’’ ‘‘USD,’’ ‘‘U.S.$’’ or ‘‘$’’ are to the lawful currency of the United States;

• ‘‘U.S. Exchange Act’’ are the U.S. Securities Exchange Act of 1934, as amended; and

• ‘‘U.S. Securities Act’’ are to the U.S. Securities Act of 1933, as amended.

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GLOSSARY OF SELECTED INDUSTRY TERMS

The following terms used in this offering memorandum have the meanings assigned to them below:

‘‘Blockbuster Drug’’ . . . . . . . A highly successful drug that generates a significant amount ofannual sales, usually exceeding $1 billion.

‘‘Customer RelationshipManagement’’ or ‘‘CRM’’ . . . Processes, applications and strategies used to identify, acquire and

retain clients.

‘‘ISO 9001’’ . . . . . . . . . . . . . Internationally recognized standard of quality for businessmanagement.

‘‘Multitenant’’ . . . . . . . . . . . . Service where a single copy of software runs on a server, servingmultiple client organizations (tenants).

‘‘On-premises’’ . . . . . . . . . . . Service whereby software is installed and run on computers on thepremises of the person or organization using the software.

‘‘Pay for Performance’’ . . . . . A health insurance payment model whereby healthcare providers arepaid for meeting pre-established quality and efficiency targets fordelivery of healthcare services.

‘‘SEPA DD’’ . . . . . . . . . . . . . Single Euro Payments Area Direct Debit is a mechanismimplemented across the EU for simplifying payments between billersand payers.

‘‘Software as a service’’ or‘‘SaaS’’ . . . . . . . . . . . . . . . . . Service whereby software and data are hosted on a central server

that clients may access using a web browser.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Presentation of Financial Information

Financial Statements

This offering memorandum contains:

• our audited historical consolidated financial statements and the notes thereto, prepared inaccordance with IFRS as of and for the years ended December 31, 2013, 2012 and 2011(the ‘‘Audited Financial Statements’’); and

• certain as-adjusted financial information for the years ended December 31, 2013 and 2012, aftergiving effect to the 2014 Refinancing Transactions.

From January 1, 2011, we have applied the option under International Accounting Standards(‘‘IAS’’) 19, as amended, which allows the actuarial gains and losses relating to changes in assumptionsoccurring in calculating liabilities relating to pension provisions and similar obligations to be accounted fordirectly in equity.

Our Audited Financial Statements have been prepared on the basis of a calendar year. They arepresented in euros rounded to the nearest thousand and, therefore, discrepancies between totals and thesums of the amounts listed may occur due to such rounding.

In making an investment decision, you must rely upon your own examination of the terms of theOffering and the financial information contained in this offering memorandum.

Segment Reporting

Beginning in the fourth quarter of 2013, we began segregating the activities that the Issuer performs asthe parent company of a listed group, as well as the support it provides to the three operating divisions intoa fourth, newly introduced, division named ‘‘Reconciliation.’’ This division includes: (1) support activitiesthat are invoiced at market prices to the relevant operating division (such as bookkeeping, humanresources and cash management, legal assistance and marketing services) and (2) certain parent companyactivities that cannot be attributed to any single division or business line (such as Group strategymanagement, producing consolidated information and financial communications). The Reconciliationdivision’s activities are performed chiefly by the Issuer, our parent company, which also carries out certainoperational activities, the most important of which is CRM and Strategic Data. Previously, Reconciliationdivision activities had been housed within the division to which the Issuer’s principal operational activitybelongs: CRM and Strategic Data. In addition to intra-company revenues, which are eliminated inconsolidation, our Reconciliation division also records a small amount of external rental revenue on realestate assets attached to divested business, from which the Group continues to collect lease payments. Thisnew segment reporting will allow for a better understanding and assessment of the operationalperformance of our three operating divisions.

Non-IFRS Financial Measures

We have included in this offering memorandum certain non-IFRS measures and ratios, includingEBITDA and certain related ratios, that are not presented in accordance with IFRS. EBITDA is not anIFRS measure and should not be construed as an alternative to any IFRS measure such as revenue, grossprofit, other income, net profit or cash flow from operating activities. In this offering memorandum,references to ‘‘EBITDA’’ are to consolidated profit (loss) for the period before share of profit (loss) for theperiod of equity method companies, income tax, cost of net financial debt, other non-recurring income andexpenses from operation and depreciation expenses.

EBITDA and EBITDA-based measures should not be considered in isolation and are not measures ofour financial performance or liquidity under IFRS and should not be considered as an alternative to profitor loss for the period or any other performance measures derived in accordance with IFRS or as analternative to cash flow from operating, investing or financing activities or any other measure of ourliquidity derived in accordance with IFRS. EBITDA do not necessarily indicate whether cash flow will besufficient or available for cash requirements and may not be indicative of our results of operations. Inaddition, EBITDA, as we define them, may not be comparable to other similarly titled measures used byother companies.

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We believe that EBITDA and EBITDA-based measures are a useful indicator of our ability to incurand service our indebtedness and can assist certain investors, security analysts and other interested partiesin evaluating us. You should exercise caution in comparing EBITDA as reported by us to EBITDA, oradjusted variations of EBITDA, of other companies. EBITDA have limitations as analytical tools, and youshould not consider them in isolation. Some of these limitations include the following: (i) they do notreflect our capital expenditures, our future requirements for capital expenditures or our contractualcommitments; (ii) they do not reflect changes in, or cash requirements for, our working capital needs;(iii) they do not reflect the significant interest expense, or the cash requirements necessary, to serviceinterest or principal payments on our debt; and (iv) although depreciation is a non cash-charge, the assetsbeing depreciated will often need to be replaced in the future and EBITDA does not reflect any cashrequirements that would be required for such replacements.

The financial information included in this offering memorandum is not intended to comply withreporting requirements of the SEC and will not be subject to review by the SEC.

Industry and Market Data

We have generally obtained the market and competitive position data in this offering memorandumfrom our own market research and estimates (some of which are incorporated into our products), industrypublications, surveys or studies conducted by third-party sources that we believe to be reliable, includingFrost & Sullivan and IMS Health. Where we have sourced information from any third party, thisinformation has been accurately reproduced and, as far as we are aware and are able to ascertain frominformation published by such third party, no facts have been omitted that would render the reproducedinformation inaccurate or misleading. We believe that this information is reliable, but we have notindependently verified them and cannot guarantee their accuracy or completeness. Forecasts and otherforward-looking information obtained from these sources are subject to the same qualifications anduncertainties as the other forward-looking statements in this offering memorandum.

In many cases in our market research and estimates, we have made statements in this offeringmemorandum regarding our industry and our position in the industry based on our experience and ourown investigation of market conditions. We cannot assure you that any of these assumptions are accurateor correctly reflect our position in the industry, and none of our internal surveys or information has beenverified by any independent sources. Neither we nor the initial purchaser make any representation orwarranty as to the accuracy or completeness of this information.

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EXCHANGE RATE INFORMATION

The following table sets forth, for the periods indicated below, the period end, average, high and lowexchange rates as published by Bloomberg as part of the Bloomberg Composite Rate, expressed as dollarsper A1.00. The Bloomberg Composite Rate is a ‘‘best market’’ calculation, in which, at any point in time,the bid rate is equal to the highest bid rate of all contributing bank indications and the ask rate is set to thelowest ask rate offered by these banks. The Bloomberg Composite Rate is a mid-value rate between theapplied highest bid rate and the lowest ask rate. The rates may differ from the actual rates used in thepreparation of the consolidated financial statements and other financial information appearing in thisoffering memorandum. Neither we nor the initial purchaser represent that the U.S. dollar amountsreferred to below could be or could have been converted into euro at any particular rate indicated or anyother rate.

U.S. dollars per E1.00

Year ended December 31, High Low Average(1) Period End

2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5990 1.2452 1.4709 1.39532009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5094 1.2543 1.3944 1.43312010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4510 1.1952 1.3266 1.33662011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4874 1.2925 1.3924 1.29602012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3463 1.2053 1.2859 1.31972013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3804 1.2772 1.3283 1.3789

Month High Low Average(2) Period End

September 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3531 1.3127 1.3354 1.3531October 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3804 1.3498 1.3639 1.3599November 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3596 1.3367 1.3492 1.3586December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3803 1.3551 1.3708 1.3789January 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3766 1.3505 1.3620 1.3505February 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3808 1.3517 1.3668 1.3808March 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3925 1.3733 1.3830 1.3772April 2014 (through April 4, 2014) . . . . . . . . . . . . . . . . . . . . . 1.3798 1.3705 1.3748 1.3705

Notes:

(1) The average of the exchange rates on the last business day of each month during the relevant period.

(2) The average of the exchange rates for each business day during the relevant period.

The exchange rate of the euro on April 4, 2014 was U.S.$1.3705=A1.00.

Our inclusion of these exchange rates is not meant to suggest that the euro amounts actually representsuch dollar amounts or that such amounts could have been converted into dollars at any particular rate, ifat all.

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SUMMARY

This summary highlights information from this offering memorandum. It is not complete and does notcontain all of the information that you should consider before investing in the Additional Notes. You shouldread this offering memorandum carefully in its entirety, including the sections entitled ‘‘Risk Factors,’’‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ and ‘‘Business,’’as well as our Audited Financial Statements and the notes thereto included elsewhere in this offeringmemorandum.

Overview

We are a leading provider of technology and information services to the healthcare industry, servingcustomers in more than 70 countries on five continents. We design, develop, implement, market, sell andtechnically support a wide range of information technology services, including specialized software anddatabase management services. We target various segments of the healthcare industry, including(1) pharmaceutical, biotech and other healthcare companies, (2) healthcare professionals and (3) healthinsurance companies. Our software and services enable our customers to test and introduce new productsquickly, identify new customers, understand the needs of existing customers more deeply, process customerorders more efficiently and generally support their customer relationships in an integrated andcost-effective manner.

Founded in France in 1969, we have been publicly listed on the Paris Stock Exchange (now the NYSEEuronext Paris Exchange) since 1995. For the year ended December 31, 2013, we generated revenues ofA902.3 million and EBITDA of A155.7 million.

Our Divisions

Our operations are organized into three operating divisions based on type of product offering andclient base: (1) CRM and Strategic Data, (2) Healthcare Professionals and (3) Insurance and Services.

Customer Relationship Management (‘‘CRM’’) and Strategic Data. Our CRM and strategic data(‘‘CRM and Strategic Data’’) division supports the marketing and service operations of pharmaceutical,biotech and other healthcare companies and other businesses by providing them with software, data andanalysis. Our range of products and services includes (i) databases containing information on medicalpractitioners and prescribers, including our OneKey database, (ii) sales and marketing managementsystems, including our CRM software, (iii) strategic marketing and medical research, (iv) software andanalytical systems for assessing the effectiveness of advertising and promotional activity and (v) businessintelligence services. Additionally, we provide compliance services which allow pharmaceutical, biotechand other healthcare companies to better communicate the correct usage of drugs and help them ensurethat their marketing activities comply with applicable laws and regulations.

We collect and compile our data through our software, market research and the activities of ourHealthcare Professionals division. We then make the data available through our databases and otherproducts to our customers, who require access to information that is normally held by individual healthcarecompanies and professionals. In particular, we believe our OneKey database, which contains informationon 13.7 million healthcare professionals worldwide, is the most comprehensive database of healthcareprofessionals currently available. This represents an increase of 5.2 million additional data sources as aresult of the merger of the U.S. Compliance Database into our existing OneKey product. It allows ourusers to obtain accurate information on healthcare professionals in various sectors and helps themstrengthen their relationships with customers.

The clients of our CRM and Strategic Data division include all of the top 20 global pharmaceuticalcompanies as measured by revenue in the year ended December 31, 2012. Our CRM software, databasesand market research are also used by several companies in the food service, automotive and otherindustries.

For the year ended December 31, 2013, our CRM and Strategic Data division generated 50.2% of ourrevenue, primarily through (i) database subscriptions based on the number of users for each customer,(ii) data access fees based on the data requests by each customer, (iii) the sale of software and the relatedadministration, training, upgrade and enhancement fees, (iv) the sale of statistics and other marketresearch fees and (v) consulting fees.

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The table below provides information on some of the main products and services offered by our CRMand Strategic Data division:

Product/Service or Type ofSubdivision Offering(s) Purpose and Use Main Users Revenue Generation

OneKey Database Contains contacts and Healthcare companies, User subscriptions andother information on including pharmaceutical pay per usage13.7 million healthcare and biotech companiesprofessionals in over70 countries and is usedto facilitate canvassingof and marketing tothese professionals

Cegedim Strategic Data Services Offers market research, Healthcare companies, Fees charged perincluding customized including pharmaceutical research studystudies, in various areas, and biotech companiesincluding consumerdemand, competitionand market trends basedon multiple proprietarydata sources

Mobile Intelligence Software as a service Provides CRM platform Healthcare companies, Sales, administration andwith a comprehensive including pharmaceutical training fees and feessuite of tools available and biotech companies for subsequent upgradeson desktop and mobile and enhancementsdevices

AggregateSpend360 Software Tracks company Healthcare companies, Sales, administration andexpenditures and including pharmaceutical training fees and feesgenerates expenditure and biotech companies for subsequent upgradesreports which can be and enhancementscustomized for thepurpose of meeting theregulatory requirementsof specific jurisdictions

For more information on the products and services offered by our CRM and Strategic Data division,see the table under ‘‘Business—Our Divisions—CRM and Strategic Data—Products and Services.’’

Healthcare Professionals. Our healthcare professionals (‘‘Healthcare Professionals’’) division provides(i) software for the management of day-to-day practices to pharmacists, physicians, healthcare networksand paramedical professionals located in the EMEA region and the United States and (ii) databases thatare useful for such healthcare professionals. Our software and databases include electronic patient records,e-prescriptions software and a medication database, the scope and content of which are tailored to thehealthcare regulations and prescription processes of the various countries in which our clients operate. Wealso provide administrative services, including installation, maintenance and hosting, as well as training andcall center services related to our products. Furthermore, through our subsidiary Cegelease, we arrangefinancings for pharmacists and healthcare professionals in France for computer equipment (e.g., software,hardware and maintenance) and pharmacy fixtures (e.g., signs, automatic devices and furniture). Inconnection with such financings, we primarily act as a broker between our customers and establishedfinancial institutions. Lastly, we offer marketing and point-of-sale services to pharmacies in France.

For the year ended December 31, 2013, our Healthcare Professionals division generated 32.0% of ourrevenue, primarily through: (i) the sale of software and databases and the related administration, trainingand upgrade and enhancement fees, (ii) in respect of our medication database, user subscription fees and(iii) broker fees to Cegelease.

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The table below provides information on some of the main products and services offered by ourHealthcare Professionals division:

Type of Offering(s) Purpose and Use Main Users Revenue Generation

Software for pharmacists Facilitates general business Pharmacists and pharmacy Sales, administration andand operations management chains training fees and fees forfor pharmacies, including subsequent upgrades andmanaging drug dispensing and enhancementsfacilitating intracompanycommunications

Software for physicians and Facilitates day-to-day practice Physicians, hospitals, after- Sales, administration andhealthcare networks management, including with hours services, prevention training fees and fees for

respect to electronic patient centers and healthcare centers subsequent upgrades andrecords, e-prescriptions, enhancementsworkflow, electronic third-party payments (electronicreimbursements), secure datasharing between healthcareprofessionals and datacentralization

For more information on the products and services offered by our Healthcare Professionals division,see the table under ‘‘Business—Our Divisions—Healthcare Professionals—Products and Services.’’

Insurance and Services. Our insurance and services (‘‘Insurance and Services’’) division providesinformation management software and services for healthcare insurers predominantly in France. Ourportfolio of services facilitates the management of direct healthcare billing and payment, electronic datainterchange (primarily for clients of our other products and services) and processing of claims. We alsooffer management, administrative, information technology (‘‘IT’’) and e-business services and provideup-to-date information on significant changes in regulatory and competitive conditions in the healthinsurance industry.

For the year ended December 31, 2013, our Insurance and Services division generated 17.7% of ourrevenue, primarily through (i) the sale of software and the related administration, training and upgradeand enhancement fees and (ii) service fees in respect of our management, administrative, IT ande-business services, including pay per transaction fees.

The table below provides information on some of the main products and services offered by ourInsurance and Services division:

Type of Offering(s) Purpose and Use Main Users Revenue Generation

Software for healthcare Facilitates policyholder Insurance companies, mutual Sales, administration andinsurers management healthcare companies and training fees and fees for

insurance brokers subsequent upgrades andenhancements

Software for electronic third- Processes electronic third- Healthcare providers and Sales, administration andparty payments (electronic party payments (electronic healthcare insurers training fees and fees forreimbursements) reimbursements), as well as subsequent upgrades,

aids regulatory compliance enhancements and pay perverification transaction fees

For more information on the products and services offered by our Insurance and Services division, seethe table under ‘‘Business—Our Divisions—Insurance and Services—Products and Services.’’

Reconciliation Division. Beginning in the fourth quarter of 2013, we began segregating the activitiesthat the Issuer performs as the parent company of a listed group, as well as the support it provides to thethree operating divisions into a fourth, newly introduced, division named ‘‘Reconciliation.’’ This divisionincludes: (1) support activities that are invoiced at market prices to the relevant operating division (such asbookkeeping, human resources and cash management, legal assistance and marketing services) and(2) certain parent company activities that cannot be attributed to any single division or business line (suchas Group strategy management, producing consolidated information and financial communications). TheReconciliation division’s activities are performed chiefly by the Issuer, our parent company, which alsocarries out certain operational activities, the most important of which is CRM and Strategic Data.Previously, Reconciliation division activities had been housed within the division to which the Issuer’s

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3APR201422205339

4APR201416284005

4APR201414420468 3APR201422205530 3APR201422205684

principal operational activity belongs: CRM and Strategic Data. In addition to intra-company revenues,which are eliminated in consolidation, our Reconciliation division also records a small amount of externalrental revenue on real estate assets of divested business, from which the Group continues to collect leasepayments. This new segment reporting will allow for a better understanding and assessment of theoperational performance of our three operating divisions.

The chart below provides the breakdown of our total revenue of our three operating divisions for theyear ended December 31, 2013:

Revenue by Division

HealthcareProfessionals

32%

Insurance& Services

18%

CRM &Strategic

Data50%

The chart below provides the breakdown of our total revenue by geographic region (recognized in theregion in which invoices are generated) for the year ended December 31, 2013:

Revenue by Geographic Region

EMEA(excluding

France)26%

Americas13%

APAC4%

France57%

The charts below provide the breakdown of our total revenue by geographic region (recognized in theregion in which invoices are generated) for each operating division, for the year ended December 31, 2013:

Revenue by Geographic Region and by Division

CRM and Strategic Data Healthcare Professionals Insurance and Services

APAC9%

France33%

EMEA(excluding France)

36%

Americas22%

France72%

Americas4%

EMEA(excluding

France)24%

France99.6%

EMEA(excluding

France)0.4%

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For information on the main products and services offered in each of our divisions, see ‘‘Business—Our Divisions—CRM and Strategic Data—Products and Services,’’ ‘‘Business—Our Divisions—HealthcareProfessionals—Products and Services’’ and ‘‘Business—Our Divisions—Insurance and Services—Productsand Services.’’

Industry Dynamics

Our three operating divisions operate in three different markets within the healthcare industry:(i) databases and software for the healthcare industry, mainly for pharmaceutical companies; (ii) databasesand software for healthcare professionals; and (iii) software, electronic third-party payments (electronicreimbursements) system and management, processing of claims, and related services for healthcareinsurance companies in France. Set forth below is an overview of the key factors that affect, and areexpected to continue to affect, these markets.

CRM and Strategic Data

The market for databases and software for the healthcare industry is impacted primarily by thefollowing trends that affect the methods of drug marketing and related spending by pharmaceuticalcompanies:

• In recent years, a significant number of Blockbuster Drug patents have expired. As a result,branded drugs have been facing increased competition from generic drugs, resulting in a significantreduction of marketing efforts and related spending for branded drugs and a decrease in thenumber of medical representatives. In more mature markets, this competition has been furtherintensified due to governmental cost-cutting measures encouraging the prescription of genericmedications.

• In addition, pharmaceutical companies have been introducing fewer new drugs to the market due to(i) a lack of candidate drugs resulting from a lower level of R&D over the past few years, (ii) thedifficulty of securing intellectual property rights in an increasingly competitive and litigiousenvironment and (iii) heightened regulatory approval requirements. This drop in the number ofnew drugs has led to a decrease in the need for their marketing and a further decrease in thenumber of medical representatives.

We believe that the impact of these recent trends on our business will diminish in the coming years as:

• The rate of the Blockbuster Drugs patent expiration is expected to decline over the next years andthe pharmaceutical companies’ pipeline is improving.

• Pharmaceutical companies have been diversifying their product offerings, partially shifting awayfrom primary care R&D and focusing more on specialty drugs, such as medications for cancer,diabetes or heart disease. This focus on specialty drugs has resulted in the creation of smallergroups of highly trained medical representatives, requiring more sophisticated databases, software,and market research for the targeted marketing of these specialty drugs.

• In addition, pharmaceutical companies have been focusing on emerging markets, where favorabledemographics, higher standards of living and greater government support for expanding insurancecoverage outweigh the negative trends in more mature markets.

These trends have not impacted all pharmaceutical companies equally. Large pharmaceuticalcompanies have most acutely felt the effect of the increased competition from generic drugs and havereduced their marketing budgets and, as a result, the number of their medical representatives. In contrast,medium to small pharmaceutical companies, including biotech research companies that have been able tobring drug candidates to market, tended to increase their marketing budget.

Finally, in recent years, regulations governing the marketing of pharmaceutical products haveincreased. Pharmaceutical companies and their medical representatives have been increasingly requiredunder regulations, such as the 2010 Physician Payment Sunshine Act in the United States, to keep track oftheir marketing activity, including which healthcare professionals they visit, how often they visit them andthe product samples and promotional items they distribute. This has led to the development of newsoftware specifically designed to help pharmaceutical companies keep track of, and comply with, theserequirements.

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Healthcare Professionals

As part of efforts by governments, in mature markets in particular, to reduce overall healthcare costs,healthcare professionals are increasingly encouraged to use advanced IT systems and sophisticatedsoftware, such as electronic care sheets and patient records and inter-system communication, as a way toreduce healthcare system management costs, better monitor cost overruns and aid verification ofregulatory compliance. Certain countries have also adopted a Pay for Performance policy, a healthinsurance payment model whereby healthcare providers are paid for meeting pre-established quality andefficiency targets, and therefore need to make use of advanced IT systems and software to meet thesequality and efficiency targets.

The United States, in particular, implemented many of the above efforts, including the Pay forPerformance policy, through the Affordable Care Act in 2010 (‘‘Obamacare’’), which increased thedemand for our products and services and those of our competitors at the time of its enactment. Althoughthis demand has abated due to legal challenges to, and delays in the implementation of, the AffordableCare Act, we believe the demand will rebound when the cost-reduction aspects of the Affordable Care Actare eventually implemented.

Insurance and Services

French insurance providers are facing pressure on their margins as a result of regulatory and taxationchanges and adjustments to the social safety net. They are facing pressures to reduce transaction costs andmake immediate reimbursements and are responding by seeking ways to increase efficiency, includingturning to software platforms and e-business for discrete tasks, such as compliance and electronic third-party payment (electronic reimbursement) systems for processing pharmacy and other medicalreimbursement claims. They have also sought to generally outsource administrative tasks.

Our Competitive Strengths

We believe we benefit from the following key competitive strengths:

Leading and sustainable market positions in each of our divisions

We have established ourselves as a leading provider of technology and information services to thehealthcare industry through the quality and diversity of our products and services and our continuedinvestment in research, development and innovation. We maintain a leading market share across each ofour three operating divisions in many of the countries in which we operate.

• CRM and Strategic Data division. We believe our CRM and Strategic Data division is among theglobal leaders serving the needs of the healthcare industry in terms of databases, market research,CRM software, compliance applications and support. We serve approximately 200,000 medicalrepresentatives and other users in over 70 countries. According to our internal semi-annual marketshare research, as measured by number of medical representatives of pharmaceutical companiesusing healthcare software, as of December 31, 2013, our CRM platform had a market share of 37%for pharmaceutical CRM and our OneKey database had a market share of 46% for healthcareprofessional databases (excluding pharmaceutical companies’ proprietary databases) in thecountries in which we operate. We serve many of the leading pharmaceutical companies, includingthe top 20 global pharmaceutical companies by revenue in the year ended December 31, 2012.

• Healthcare Professionals division. Based on our estimates, we believe that our HealthcareProfessionals division holds either the #1 or #2 position with general practitioners or pharmacies insix countries in the EMEA region for medical management and electronic healthcare recordsoftware publishing. Currently, our healthcare software has been installed by approximately217,000 physician and paramedical workstations in nine countries (compared to 130,000 in 2012)and by over 84,000 pharmaceutical workstations in France, the United Kingdom, Romania andTunisia (compared to 78,000 in 2012).

• Insurance and Services division. We believe that our Insurance and Services division is the leadingprovider in France of software for managing policyholder information and electronic third-partypayments (electronic reimbursements), measured by the number of policyholders and the numberof transactions conducted annually. The software published by our Insurance and Services divisionis used to manage electronic third-party payments (electronic reimbursements) for at least

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40 million policyholders and over 300 million electronic third-party payment (electronicreimbursement) transactions each year.

Our leading market positions, global reputation and comprehensive product and service offeringsprovide us with a number of significant competitive advantages, including the ability to expand the range ofproducts sold to existing clients, to attract new customers and to expand into new markets.

High barriers to entry

There are considerable barriers to entry into the healthcare technology and information servicesindustry. These include (i) creating databases with sufficient breadth and depth of information,(ii) building longstanding customer relationships, (iii) offering innovative integrated products and servicesand (iv) managing large amounts of data and transactions.

Creating a database in a new market is a long, difficult and costly process. We collect the informationcontained in our databases using a variety of methods and sources, including phone calls to our largenetwork of physicians, surveys of healthcare professionals, user updates and physician panels. We believethat our OneKey database, with information on more than 13.6 million healthcare professionals, is thebenchmark in the pharmaceutical industry in terms of number of countries covered, volume of dataentered and number of users. The length of time we have offered OneKey, the geographic reach ofOneKey that allows customers who operate in various countries to easily coordinate their cross-borderoperations, and our large network of physicians and medical representatives who contribute to updatingthe information in the OneKey database, provide us with a distinct advantage over new entrants in themarket. Additionally, the success of our OneKey database has provided us with access to decision makersat top pharmaceutical companies and has given us opportunities to cross-sell our software, which is easilyconnected to our OneKey database and can be tailored to the specific needs of each company.

We have also established, long-term relationships with our clients, and because of the complexity andcosts associated with a change of provider, we believe our clients would not be easily persuaded to switchto a competitor. Our clients need a partner that they can trust to provide accurate and high-quality data,products and services. In addition, many new entrants to the market provide either software or databases,whereas we are not only able to offer both to address the many needs of our clients, but our software anddatabases are also well connected, allowing users to avoid delays in tailoring other software to operate withour database. We believe clients prefer to do business with a ‘‘one-stop shop’’ instead of working withvarious providers, which often causes integration difficulties across platforms. In the case of ourHealthcare Professionals division, our main clients are physicians and pharmacists who, as a traditionallyconservative customer base, are less likely to entrust their data management needs to a new marketentrant. Finally, we are able to manage large amounts of data and transactions. Our healthcare flowmanagement services process over 300 million electronic data interchange flows per year. Building such arobust processing infrastructure is very costly and may be cost-prohibitive to new entrants in the market.

Recognized portfolio of innovative and integrated products and services

We believe the products in our portfolio are technologically advanced and among the best-in-class ineach category. Industry experts have recognized our commitment to innovation and production ofhigh-quality products. In 2011, Frost & Sullivan awarded us the North American Competitive StrategyInnovation Award in Mobile Sales Force Automation and reported that ‘‘Cegedim RelationshipManagement innovates against its competitors on a number of levels.’’ To ensure that our products fullymeet our customers’ needs, we actively engage our technical teams in the innovation stage and maintaintheir involvement through the production and implementation stages. We have developed a reputation forinnovation through the introduction of pioneering healthcare information technology and we commit asignificant amount of our resources to the research, design and development of technologically advancedsoftware and services. Some of our recent product and service offerings developed by our R&D teaminclude the following:

• Our Mobile Intelligence Touch software, which is a version of Mobile Intelligence developed fortablet users, is one of the first CRM platforms to be available on the new Windows 8-poweredtablets.

• Docnet, a social network dedicated to physicians, enables users to consult or share medicalquestions, post links and updates, invite colleagues to events and send messages to other users.Docnet is currently available in France, the United States, the United Kingdom, Norway, Sweden,

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and Turkey. We plan to expand into emerging markets in 2015. Global pharmaceutical and othercompanies use Docnet as an internet marketing tool, including renting advertising space on theDocnet website.

• Patient Portal, an internet platform that allows patients and physicians to communicate using asecure channel, set appointments and alerts, develop a healthcare plan and follow up on progressof treatment.

• An upgrade to our AggregateSpend360 software that allows users to automatically generateexpenditure reports adapted to the regulations of each specific jurisdiction and, in its most recentversion, contains features to detect fraud and identify conflicts.

For the year ended December 31, 2013, we dedicated 12% of our workforce to R&D. The payrollexpense for our R&D workforce amounted to 6% of our revenue and represented the majority of our totalR&D costs. Our extensive offerings provide us with multiple avenues for strengthening and expanding ourongoing customer relationships, and we also believe that our ability to provide a broad and integrated suiteof products and services positions us as a strategic long-term partner for our customers by allowing us torespond to a variety of our customers’ needs.

Stable and diversified customer base

We believe that our long-standing customer relationships and our significant expertise provide us witha reliable and loyal customer base. Most of our contracts with our customers are concluded for a multi-yearinitial term (typically three to five years) and are then automatically renewable for a shorter contract term(typically one year) or do not provide for a contract term and can be terminated at will after a noticeperiod of several months. Our multi-year contracts enjoy a high renewal rate and our at-will contractsenjoy a low termination rate. We believe that these long-standing customer relationships are due in largepart to (i) the fact that for over 40 years, we have produced top-quality, innovative and award-winningproducts that enable us to deliver consistent performance to our customers, (ii) our customers’ confidencein our company through transparent corporate governance and visibility of our financial situation, (iii) thesubstantial investment in time and money that our clients make when installing a connected software anddatabase system such as ours and (iv) the implementation issues in migrating from one provider toanother, including the high startup costs and time commitments.

We also benefit from a diverse customer base, both by type of customer (pharmaceutical, healthcareand other companies, physicians, pharmacists and healthcare insurers) and geographic region, as shown bythe diversification of our revenues by division and by geography. See the charts under ‘‘—Our Divisions—Insurance and Services.’’ Within our customer base of pharmaceutical companies, we are not only focusedon the large companies with large marketing budgets, but also on the medium to small companies that webelieve would benefit from the increased trend of the development of specialty drugs, which requiresspecific and targeted marketing.

Due to this extensive and diversified network of clients, we benefit from low customer concentration.Our largest customer accounted for 4.5% of revenue and no other client represented more than 2.2% ofrevenue, for the year ended December 31, 2013. Our top five clients and top ten clients represented 11.9%and 17.2% of revenue, respectively for the year ended December 31, 2013.

Strong presence along the healthcare value chain

We provide products and services to various participants in different segments of the healthcareindustry, including pharmaceutical companies, healthcare professionals and healthcare insurers. We havedeveloped an interactive business model, which is based on a mutually beneficial relationship with ourcustomers whereby much of the data we collect is provided by the users of our products (such as medicalrepresentatives, physicians and other healthcare professionals), which, in turn, allows us to compile, verify,update and make available such information for all of our customers.

For example, healthcare professionals contribute to updating and maintaining our OneKey databaseon a daily basis, which enables us to maintain its high quality and provide pharmaceutical companies withthe up-to-date information and data that they require. Our network of healthcare professionals alsoenables us to provide surveys and market research to pharmaceutical companies. We also collectinformation from pharmaceutical companies about medications, compile it into our databases and marketthese to healthcare professionals. We are thus able to accumulate a vast amount of diverse information,package it in commercially viable ways and access the potential purchasers of our products and services. By

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facilitating communication among various healthcare industry participants, we create, maintain anddeepen long-term relationships with both our existing and potential customers, thereby fostering long-termbusiness opportunities.

Long-standing shareholder support, experienced senior management team and qualified personnel

We are a family-controlled and operated business which has enjoyed strong and ongoing support fromour largest shareholders, FCB, the holding company controlled by the Labrune family (52.59% of ourshare capital and 69.00% of voting rights were ultimately controlled by the Labrune family in the yearended December 31, 2013), and Bpifrance Participations, each of whom have shown their support for ourorganic and external growth strategies through significant capital contributions.

We also have an experienced, strong and dynamic senior management team, led by Jean-ClaudeLabrune, our founder, Chairman and Chief Executive Officer, and Pierre Marucchi, our Deputy ManagingDirector, who have a combined tenure with us of more than 70 years, with significant experience in thetechnology, information services and healthcare industries. Our senior management team has a strongtrack record of driving our company to deliver high-quality software and services to physicians,pharmacists, insurers and other professionals in the healthcare industry and has contributed to oursuccessful growth. In addition, we are able to offer our customers high-quality products and services inlarge part due to the ongoing training of our personnel in key areas such as healthcare industry knowledgeand software technologies.

Our Strategy

Our strategy is to strengthen our leading market position as a provider of technology and servicesspecializing in healthcare and increase our global presence. The key elements of our strategy are:

Pursue long-term sustainable and attractive growth opportunities

We will pursue growth over the long term in mature and emerging markets, both organically andthrough opportunistic bolt-on acquisitions. We expect to continuously invest in R&D to support thatgrowth and consider strategic opportunities which may arise from the changing product, market andregulatory environments in the countries in which we operate.

We will continue to pursue organic growth by taking advantage of our existing capabilities and keystrengths in each of our three operating divisions:

• CRM and Strategic Data division. In mature markets, we aim to continue to meet the demand of ourcustomers for more specialized data and more sophisticated and diverse products and services as aresult of the change in the pharmaceutical industry from the mass marketing of Blockbuster Drugstowards the more targeted marketing of specialty drugs. In the United States, in particular, weintend to leverage what we believe to be the superior quality of our CRM and Strategic Dataproducts and services, especially of our OneKey database, to increase our market share and ourmargins. In emerging markets, such as China, Russia, India and Brazil, we intend to capitalize onthe significant sales growth opportunities generated by the increase in healthcare spending resultingfrom population growth and progressively higher standards of living.

• Healthcare Professionals division. We intend to continue improving our product and serviceofferings to meet increased demand from healthcare professionals for software, caused bygovernment healthcare reforms and cost-cutting measures that have led them to manage theirbusinesses more efficiently, including through the increased use of software for healthcare recordsand medication. We also intend to increase and further diversify our revenues through growth inemerging markets when, in the future, the increased use of electronic medical records andutilization of new medical technologies lead to a greater need for our products and services byhealthcare professionals in those markets.

• Insurance and Services division. We intend to continue to leverage our existing processinginfrastructure and market position in France to meet increased demand from insurance providersfor software and services. In addition, we intend to pursue the possibility of developing an electronicpayment system for doctors and capture the opportunities created by the implementation of theSingle Euro Payment Area (SEPA) for our e-business products and services. Geographically, weintend to diversify our revenues by expanding outside France, particularly to the Middle East and

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Africa. As part of this strategy, we have recently established a small joint venture in Morocco with alocal partner.

Although our plans currently focus on cashflow generation, we remain sensitive to and evaluateopportunistic bolt-on acquisitions, including acquisitions of companies that serve markets in which we arenot yet active or that offer complementary products and services to further develop our businesses orbroaden the scope of products and services that we can provide to our customers. We have a team incharge of the integration of all acquisitions, ensuring that the post-acquisition period is in line with ourexpectations, a strategy that has historically resulted in the successful integration of our acquisitions.

Continue to enhance existing products and services and invest in future products through innovation andcreate new, internet-based services

We believe that in a dynamic, technology-driven industry with demanding customers, the introductionof innovative software and services on an ongoing basis is critical for us to retain our competitiveness. Forexample, we are continuously upgrading our Mobile Intelligence software, which makes our CRM platformaccessible to users of laptop computers and mobile devices. By making the program’s interface moreuser-friendly and adding new features, including online and offline functionalities and real-time analysis ofdata, we seek to make the program an essential product for pharmaceutical, biotech and other healthcarecompanies. Our Mobile Intelligence software, in many instances, also provides first-time users in emergingmarkets with a means to efficiently and economically upgrade from paper-based to high-tech computerizedoperations. We have developed our Mobile Intelligence Touch software, a version of Mobile Intelligenceinitially developed for the iPad and one of the first CRM platforms to be available on the new Windows8-powered tablets. We have also recently introduced our ‘‘OneAIM’’ product (One Actionable InsightMedical Map), which provides integrated scientific information and digital behavior mapping for medicalscience liaisons within pharmaceutical companies.

We also develop applications that allow customers of our CRM and Strategic Data division to directlyaccess doctors’ workstations to achieve more tailored and direct marketing. Currently, medicalpractitioners and healthcare professionals are increasingly using the internet and other online services tomanage their day-to-day practice. We intend to continue to expand our existing software and services inorder to provide increased online access to these clients, as well as develop new applications that areexclusively web-based. We believe our continued investment in both upgrading and enhancing our existingproducts and services and developing future innovative products will allow us to continue to expand ourbusiness and satisfy our clients’ expectations.

Expand geographically or through new markets

We aim to leverage the long-standing relationships and volume of business we have with many of theworld’s large pharmaceutical companies (i) increase the use of worldwide contracts and (ii) accompany andfacilitate their expansion into emerging markets. With medium to small pharmaceutical companies, weintend to capture opportunities for our CRM and Strategic Data products in connection with their launchof new specialty drugs.

We also intend to continue focusing on developing new customers, such as medical device companies.We have so far had limited presence in the market for CRM databases and software targeted at medicaldevice companies. These companies are less impacted by the trends that are affecting the marketingbudget of, particularly, the larger pharmaceutical companies in mature markets. We believe that ourproducts and services can address the marketing needs of medical device companies with the same successthat we have had in addressing the needs of pharmaceutical companies, and we therefore intend toincrease our marketing efforts towards them.

Continue to reduce costs with a focus on increased profitability

While continuing to produce high quality products and services, we intend to control costs, improveoperating efficiencies, improve cash flow generation and reduce leverage through the optimization ofoperating procedures and synergies throughout the Group. In November 2011, we implemented the firstround of our Performance Improvement Plan to improve the cost structure of our business. ThePerformance Improvement Plan applies to all our operations and aims to reduce operating expenses andtake advantage of synergies between various Group activities through, among other things, productivityimprovements, enhanced process efficiency, cost sharing among operating units, staff reductions and lowerreal estate costs. In November 2012, we implemented a second round of the Performance Improvement

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Plan. Including the effects of currency fluctuations, the first and second rounds of the PerformanceImprovement Plan yielded decreases in operating costs of the CRM and Strategic Data division ofA21.6 million from the year ended December 31, 2011 to the year ended December 31, 2012, and ofA30.7 million from the year ended December 31, 2012 to the year ended December 31, 2013. We believethat the focus on managing our business in a cost-efficient manner will ultimately increase the profitabilityof our business.

Our Principal Shareholders

We have been publicly listed since April 1995. As of December 31, 2013, we were majority owned(52.59% of our share capital, 69.0% of voting rights) by FCB, a company controlled by our founderJean-Claude Labrune and his family, with Bpifrance Participations formerly known as the FondsStrategique d’Investissement S.A. or ‘‘FSI’’, as our second-largest shareholder (15.02% of our share capitaland 9.89% of voting rights).

We have enjoyed strong and ongoing support from both FCB and Bpifrance Participations. Forexample, FCB granted us a A50 million shareholder loan (the ‘‘FCB Loan’’) in order to finance ouracquisition of Dendrite International Inc. (‘‘Dendrite International’’) in 2007. In December 2009, FCBsubscribed for A4.9 million equivalent in our share capital as a redemption of a portion of the debt thatdecreased the outstanding balance of the FCB Loan to A45.1 million. In September 2011, FCB extendedthe term of the FCB loan from June 10, 2014 to June 10, 2016.

Bpifrance Participations has also shown its support for our external growth strategy by investingA117.0 million in us during our A181.0 million rights issue in December 2009. Bpifrance Participations, is100% owned by Bpifrance S.A., which is in turn 50% owned by BPI Groupe (which is itself owned by theFrench government) and 50% owned by Caisse des Depots et Consignations (which is also owned by theFrench government). Bpifrance Participations takes minority shareholdings and invests strategically incompanies that undertake projects that create value and a sustainable competitive advantage for theFrench economy. The support of FCB and Bpifrance Participations has provided a stable financial base forour growth strategy, including acquisitions and the development of our business operations. For moreinformation on the FCB Loan, see ‘‘Description of Other Indebtedness and Financing Arrangements—FCBLoan.’’

Recent Developments

Tender Offer for the 2015 Notes

On April 7, 2014, we launched a tender offer (the ‘‘Tender Offer’’) to purchase for cash all or part ofthe 2015 Notes, as described in a separate tender offer memorandum. The Tender Offer is expected toexpire on April 11, 2014 and settle on or about the day following the closing date of the Offering.

We will pay for the 2015 Notes accepted for purchase at a price to be determined by reference to apurchase yield equal to the sum of a benchmark security rate and a purchase spread, as described pursuantto a separate tender offer memorandum. The purchase price will equal the value of all remaining paymentsof principal and interest on the 2015 Notes, up to and including the scheduled maturity date of the 2015Notes, discounted to the date of settlement of the Tender Offer at a discount rate equal to the purchaseyield described in the separate tender offer memorandum, minus accrued interest.

We intend to use the proceeds from the Offering to pay all or a part of (i) the purchase price of the2015 Notes in the Tender Offer (including accrued and unpaid interest, as described in the separate tenderoffer memorandum) and (ii) related fees and expenses. Assuming that we are able to purchaseA55.0 million principal amount of 2015 Notes in the Tender Offer, we expect to have A113.6 millionprincipal amount of 2015 Notes outstanding upon consummation of the Tender Offer. The completion ofthe Tender Offer is conditioned upon the completion of this Offering. Societe Generale is acting as soledealer manager in the Tender Offer.

The Tender Offer is not being made, and will not be made, directly or indirectly in or into, or by theuse of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of anyfacilities of a national securities exchange of the United States. The 2015 Notes may not be tendered in theTender Offer by any such use, means, instrumentality or facility from or within the United States or bypersons located or resident in the United States. Any purported tender of the 2015 Notes in the TenderOffer resulting directly or indirectly from a violation of these restrictions will be invalid. This offering

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memorandum does not constitute an offer to purchase the 2015 Notes. The Tender Offer is being madepursuant to a separate tender offer memorandum and not pursuant to this offering memorandum.

See ‘‘Use of Proceeds,’’ ‘‘Capitalization’’ and ‘‘Management’s Discussion and Analysis of FinancialCondition and Results of Operations—Liquidity and Capital Resources.’’

Preliminary Results of Operations

Based on preliminary internal financial information, we anticipate that we will generate estimatedrevenues of A126.2 million and estimated operating loss from recurring operations of A6.2 million for thetwo-month period ended February 28, 2014, in each case before normal recurring quarterly closingadjustments, compared to revenues of A132.1 million and operating loss from recurring operations ofA8.3 million for the same period in 2013. This represents a decrease in revenue of 4.5% (as reported) or3.3% (excluding the impact of foreign currency translation and acquisitions), and a decrease in operatingloss from recurring operations of 25.5% for the two-month period ended February 28, 2014 compared tothe same period in 2013.

The decrease in revenues was offset by an increase in sales of higher-margin products and fromongoing cost-containment, leading to the decrease in operating loss from recurring operations duringthe period.

Our results for the two-month period ended February 28, 2014 should not be considered indicative ofthe results that will be achieved for the first quarter of 2014 or the remainder of 2014. We present theseestimated interim results because we believe they reflect the continuing trends we have observed in ourresults of operations. However, we only perform certain closing procedures and make recurringadjustments considered necessary for a fair presentation of consolidated profit (loss) for the period at theend of each fiscal quarter. In addition, the majority of revenue and profit for the first quarter is generatedin March. Accordingly, these estimated interim results could materially differ from, and should not beviewed as a substitute for, our results of operations as presented in our audited financial statementsprepared in accordance with IFRS and reviewed by our statutory auditors.

The Issuer

The issuer of the Notes is Cegedim S.A., a societe anonyme organized under the laws of France,registered in the Nanterre Trade and Companies Register under registration number 350 422 622,NAF code 6311 Z. Its corporate headquarters is at 137 rue d’Aguesseau, 92100 Boulogne-Billancourt,France. Its telephone number is +33 (0)1 49 09 22 00.

Risk Factors

You should carefully consider the information under the caption ‘‘Risk Factors’’ and all otherinformation in this offering memorandum before making an investment decision.

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4APR201414420271

SUMMARY CORPORATE AND FINANCING STRUCTUREThe following diagram depicts, in simplified form, our corporate structure, reflecting ownership of

Cegedim S.A. by percentage of total shares as of December 31, 2013, and principal outstanding financingarrangements after giving effect to the 2014 Refinancing Transactions. See ‘‘Description of the Notes’’ and‘‘Description of Other Indebtedness and Financing Arrangements’’ for more information.

BpifranceParticipations S.A.(1) FCB S.A.S.(2) Public(3)

Cegedim S.A.(6)

Subsidiaries(10)

FCB Loan(4)

2015 Notes(5)(9)

Additional Notesoffered hereby(5)

Overdraftfacilities(8)

RevolvingCredit Facility(7)

15.0% 52.6% 32.4%

Existing Notes

Notes:(1) Bpifrance Participations S.A. is a societe anonyme (formerly known as the Fonds Strategique d’Investissement S.A. or ‘‘FSI’’) is

100% owned by Bpifrance S.A., which is in turn 50% owned by BPI Groupe (which is itself owned by the French government)and 50% owned by Caisse des Depots et Consignations (which is also owned by the French government).

(2) FCB S.A.S. is a holding company whose majority shares are controlled by Jean-Claude Labrune and his family.

(3) This includes 0.4% of the shares of Cegedim S.A. held by Cegedim S.A. and by Credit Agricole Cheuvreux S.A. (‘‘Cheuvreux’’)pursuant to a liquidity contract. See ‘‘Principal Shareholders.’’

(4) In May 2007, FCB granted us the A50.0 million FCB Loan. As of December 31, 2013, A45.1 million was outstanding under theFCB Loan. The FCB Loan ranks equally in right of payment with the Notes. For more information on the FCB Loan, see‘‘Description of Other Indebtedness and Financing Arrangements—FCB Loan.’’

(5) On April 7, 2014, we launched the Tender Offer to purchase for cash all or part of the 2015 Notes. We intend to use theproceeds from the Offering to pay (i) the purchase price of the 2015 Notes in the Tender Offer (including accrued and unpaidinterest, as described in the separate tender offer memorandum) and (ii) related fees and expenses. See ‘‘Use of Proceeds’’ and‘‘Description of Other Indebtedness and Financing Arrangements.’’

(6) For the year ended December 31, 2013, the Issuer contributed 12.4% of our total consolidated revenue and 17.2% of our totalconsolidated EBITDA.

(7) As of December 31, 2013, there were no (A0.00) borrowings outstanding under the Revolving Credit Facility, which provided forup to A80.0 million of borrowing capacity. We do not anticipate that any additional cash drawings will be made under theRevolving Credit Facility prior to the Issue Date. See ‘‘Description of Other Indebtedness and Financing Arrangements—RevolvingCredit Facility.’’ Obligations under the Revolving Credit Facility Agreement rank equally in right of payment with the Notes.

(8) As of December 31, 2013, the Issuer and its subsidiaries had drawn A5.9 million and A6.8 million, respectively, from ouroverdraft facilities. The amounts drawn under our overdraft facilities fluctuate depending on our working capital requirements.See ‘‘Description of Other Indebtedness and Financing Arrangements—Overdraft Facilities.’’

(9) As of December 31, 2013, the aggregate principal amount of 2015 Notes outstanding was approximately A168.6 million. The2015 Notes rank equally in right of payment with the Notes.

(10) We do not present a full list of our subsidiaries. As of December 31, 2013, the Issuer has 143 consolidated directly andindirectly-owned subsidiaries incorporated in 23 countries. None of the subsidiaries will provide guarantees or security to theholders of the Additional Notes. The ability of our subsidiaries to grant guarantees or incur debt is restricted by certain of ourexisting debt agreements and will be restricted pursuant to the terms of the Indenture. For more information on certain of ourexisting debt agreements, see ‘‘Description of Other Indebtedness and Financing Arrangements.’’ As of December 31, 2013, oursubsidiaries had A6.8 million of financial indebtedness (consisting of overdraft facilities), all of which would have beenstructurally senior to the Additional Notes. The Issuer will rely in part on payments from its subsidiaries to make paymentsunder the Additional Notes. See ‘‘Risk Factors—Risks Related to Our Indebtedness and the Notes—The Notes will be structurallysubordinated to all obligations of our existing and future subsidiaries’’ and ‘‘Risk Factors—Risks Related to Our Indebtedness and theNotes—The Issuer is a holding company and its subsidiaries may be restricted from distributing cash to the Issuer for purposes ofmeeting its obligations under the Notes.’’

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THE OFFERING

The summary below describes the principal terms of the Additional Notes. It is not intended to be completeand certain of the terms and conditions described below are subject to important exceptions. You shouldcarefully review the ‘‘Description of the Notes’’ section of this offering memorandum for a more detaileddescription of the terms and conditions of the Additional Notes.

Issuer . . . . . . . . . . . . . . . . . Cegedim S.A.

Notes Offered . . . . . . . . . . . . A125,000,000 aggregate principal amount of 63⁄4% Senior Notes due2020.

Issue Date . . . . . . . . . . . . . . April 14, 2014.

Issue Price . . . . . . . . . . . . . . 105.75% plus accrued interest, if any, from the Issue Date.

Maturity Date . . . . . . . . . . . April 1, 2020.

Interest Rate and PaymentDates . . . . . . . . . . . . . . . . . . The interest rate on the Additional Notes will be 6.750% per annum,

payable semi-annually in arrears on April 1 and October 1 of each year,commencing on October 1, 2014. Interest on the Additional Notes willaccrue from April 1, 2014.

Denominations . . . . . . . . . . . Minimum denomination of A100,000 and integral multiples of A1,000 inexcess thereof.

Ranking of the Notes . . . . . . The Additional Notes will:

• be general senior unsecured obligations of the Issuer;

• rank equally in right of payment with all existing and futureunsecured indebtedness of the Issuer that is not subordinated in rightof payment to the Notes;

• rank senior in right of payment to all existing and future unsecuredindebtedness of the Issuer that is subordinated in right of payment tothe Additional Notes;

• be effectively subordinated to any existing and future securedindebtedness of the Issuer to the extent of the value of the assetssecuring such Indebtedness; and

• be structurally subordinated to any existing and future indebtednessof our subsidiaries, whether or not secured.

As of December 31, 2013, on an as-adjusted basis after giving effect tothe 2014 Refinancing Transactions, we would have had on aconsolidated basis A596.8 million of outstanding financial indebtedness.As of December 31, 2013, our subsidiaries had A6.8 million of financialindebtedness (consisting of overdraft facilities), all of which would havebeen structurally senior to the Notes. See ‘‘Description of OtherIndebtedness and Financing Arrangements.’’ The Indenture permits usand our subsidiaries to incur additional indebtedness (includingadditional secured indebtedness), subject to certain conditions.

Redemption at Maturity . . . . At par.

Optional Redemption . . . . . . At any time on or after April 1, 2016, we may redeem some or all of theNotes at the redemption prices set forth in ‘‘Description of the Notes—Optional Redemption,’’ plus accrued and unpaid interest and additionalamounts, if any.

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At any time prior to April 1, 2016, we may redeem, at our option, someor all of the Notes at a redemption price equal to 100% of the principalamount of the Notes redeemed plus accrued and unpaid interest andadditional amounts, if any, to the applicable redemption dates plus theapplicable ‘‘make whole’’ premium set forth in ‘‘Description of theNotes—Optional Redemption.’’

At any time prior to April 1, 2016, we may redeem up to 35% of theaggregate principal amount of the outstanding Notes using theproceeds of certain equity offerings, at a redemption price equal to106.750% of the principal amount of the Notes redeemed, plus accruedand unpaid interest and additional amounts, if any, to the date ofredemption. See ‘‘Description of the Notes—Optional Redemption.’’

Change of Control . . . . . . . . If a change of control occurs, we must give holders of the Notes anopportunity to sell us their Notes at a purchase price of 101% of theprincipal amount of such Notes, plus accrued and unpaid interest andadditional amounts, if any, to the date of purchase. See ‘‘Description ofthe Notes—Repurchase at the Option of the Holders—Change ofControl.’’

Redemption for TaxationReasons . . . . . . . . . . . . . . . . If certain changes in the law of any relevant taxing jurisdiction impose

certain withholding taxes or other deductions on the payments on theNotes, we may redeem the Notes in whole, but not in part, at aredemption price of 100% of the principal amount thereof, plusaccrued and unpaid interest and additional amounts, if any, to the dateof redemption. See ‘‘Description of the Notes—Redemption for Changesin Taxes.’’

Additional Amounts . . . . . . . Except as provided in ‘‘Description of the Notes,’’ all payments withrespect to the Notes will be made without withholding or deduction for,or on account of, any present or future taxes or other governmentalcharges in any relevant taxing jurisdiction unless required by applicablelaw. If such withholding or deduction is required to be made withrespect to a payment on the Notes, subject to certain exceptions, we willpay the additional amounts necessary so that the net amount receivedby the holders of Notes after the withholding or deduction is not lessthan the amount that they would have received in the absence of thewithholding or deduction. See ‘‘Description of the Notes—AdditionalAmounts.’’

Certain Covenants . . . . . . . . The Indenture contains covenants that, among other things, will limitthe ability of the Issuer and its restricted subsidiaries to:

• incur or guarantee additional indebtedness and issue certainpreferred stock;

• make restricted payments, including dividends or other distributions;

• redeem or repurchase subordinated indebtedness of the Issuer;

• create or permit to exist certain liens;

• sell assets;

• make certain investments;

• create restrictions on the ability of our restricted subsidiaries to paydividends or make other payments to us;

• merge or consolidate with other entities or transfer all orsubstantially all of our assets and the assets of our restrictedsubsidiaries on a consolidated basis;

15

• guarantee additional indebtedness of the Issuer without alsoguaranteeing the Notes;

• engage in certain transactions with affiliates;

• create unrestricted subsidiaries; and

• engage in certain business activities.

These covenants are subject to a number of important limitations andexceptions as described under ‘‘Description of the Notes—CertainCovenants.’’

Certain U.S. Federal IncomeTax Considerations . . . . . . . . For a discussion of the U.S. federal income tax consequences of an

investment in the Notes, see ‘‘Certain Tax Considerations—CertainU.S. Federal Income Tax Considerations.’’ You should consult with yourown tax advisor to determine the U.S. federal, state, local and other taxconsequences of an investment in the Notes.

Transfer Restrictions . . . . . . The Additional Notes have not been and will not be registered underthe U.S. Securities Act or the securities laws of any other jurisdictionand may not be offered or sold, except pursuant to an exemption from,or in a transaction not subject to, the registration requirements of theU.S. Securities Act. We have not agreed to, or otherwise undertaken to,register the Additional Notes (including by way of an exchange offer).See ‘‘Transfer Restrictions.’’

Use of Proceeds . . . . . . . . . . We intend to use the proceeds from the Offering to pay all or a part of(i) the purchase price of the 2015 Notes in the Tender Offer (includingaccrued and unpaid interest, as described in the separate tender offermemorandum) and (ii) related fees and expenses. See ‘‘Use ofProceeds’’ and ‘‘Description of Other Indebtedness and FinancingArrangements.’’ The amount, if any, of the proceeds from the Offeringthat are not applied as described above will be held as cash on hand forgeneral corporate purposes, including, as the case may be, repaymentof debt.

No Established Market . . . . . Although the initial purchaser has informed us that it intends to make amarket in the Additional Notes, it is not obligated to do so and it maydiscontinue market-making at any time without notice. Accordingly, wecannot assure you that a liquid market for the Additional Notes willdevelop or be maintained.

Listing . . . . . . . . . . . . . . . . . Application has been made to list the Additional Notes on the officiallist of the Luxembourg Stock Exchange and to admit the AdditionalNotes to trading on the Euro MTF Market, where the Existing Notesare already admitted to trading.

Governing Law of theIndenture and the Notes . . . . The State of New York.

Trustee . . . . . . . . . . . . . . . . The Bank of New York Mellon.

Paying Agent and TransferAgent . . . . . . . . . . . . . . . . . . The Bank of New York Mellon.

Registrar . . . . . . . . . . . . . . . The Bank of New York Mellon (Luxembourg) S.A.

Listing Agent . . . . . . . . . . . . The Bank of New York Mellon (Luxembourg) S.A.

16

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATIONAND OTHER DATA

The following tables present summary historical consolidated financial information and other data forCegedim for the periods ended and as of the dates indicated below.

Our financial data as of and for each of the years ended December 31, 2011, 2012 and 2013 includedwithin the summary historical consolidated financial information have been derived from the AuditedFinancial Statements included elsewhere in this offering memorandum.

From January 1, 2011, we applied the option under IAS 19, as amended, pursuant to which we accountfor directly in equity the actuarial gains and losses relating to changes in assumptions occurring incalculating liabilities relating to pension provisions and similar obligations.

The following tables should be read in conjunction with ‘‘Use of Proceeds,’’ ‘‘Capitalization,’’ ‘‘SelectedHistorical Consolidated Financial Information,’’ ‘‘Management’s Discussion and Analysis of FinancialCondition and Results of Operations,’’ ‘‘Description of the Notes’’ and our Audited Financial Statements andthe notes related thereto included elsewhere in this offering memorandum. Historical results are notnecessarily indicative of future expected results.

Consolidated Income Statement DataYear ended December 31,

2011 2012 2013

(millions of euros)

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 911.5 921.8 902.3

Capitalized production(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47.1 48.4 46.9Purchases used(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (105.6) (111.5) (108.3)External expenses(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (240.2) (234.7) (232.0)Taxes (other than income taxes)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (15.1) (14.7) (14.3)Payroll costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (442.2) (449.8) (433.5)Allocations to and reversals of provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . (3.9) (5.4) (6.1)Change in inventories of products in progress and finished products . . . . . . . 0.1 (0.1) 0.0Other operating income and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1.2) (0.3) 0.7EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150.4 153.6 155.7

Depreciation expenses(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (66.5) (63.5) (63.5)Operating income from recurring operations . . . . . . . . . . . . . . . . . . . . . . . . 83.9 90.1 92.1

Impairment of goodwill(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (115.0) (63.3)Non-recurrent income and expenses(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8.0) (9.9) (3.2)Other non-recurring income and expenses from operations(7) . . . . . . . . . . . . (8.0) (124.9) (66.5)Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75.9 (34.8) 25.6Income from cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.5 0.7 0.4Cost of gross financial debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (36.4) (33.8) (48.9)Other financial income and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6.7) (11.1) (11.6)Cost of net financial debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (37.7) (44.1) (60.1)

Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (21.2) (15.9) (14.9)Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.6 8.3 (10.6)Total taxes(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6.6) (7.6) (25.5)

Share of profit (loss) for the period of equity method companies . . . . . . . . . 1.0 1.2 1.3Consolidated profit (loss) for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.7 (85.3) (58.7)

Notes:(1) Capitalized production consists of certain R&D development costs for certain projects.

(2) Purchases used primarily includes costs involved in operating our business, including purchases of goods used for ouroperations (such as computers), purchases of goods leased by Cegelease (such as furniture and computers), stock movements,energy and electricity.

(3) External expenses consists of purchases of studies and goods for internal use, external services such as leasing, maintenanceand insurance, advertising, temporary employees, entertainment expenses, postal expenses and certain other miscellaneous expenses.

(4) Taxes reflect professional taxes, property taxes, other local taxes, company car taxes, stamp duty or other indirect, non-income taxes.

(5) Depreciation expenses include regular depreciation and amortization of non-current assets such as land, buildings, computerhardware, industrial equipment (such as printing equipment), fixtures and facilities, transportation equipment, officeequipment, moveable property and capitalized R&D projects.

17

(6) For the year ended December 31, 2012, an impairment charge of A115.0 million and A63.3 million for the year endedDecember 31, 2013 was recognized, reflecting the depreciation of goodwill due to the reduced growth of our CRM andStrategic Data division during this period, especially in mature markets in the Americas and Europe.

(7) Other non-recurring income and expenses from operations comprise the following items:Year ended

December 31,

2011 2012 2013

(millions of euros)Capital gains or losses on disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2.9 —Restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4.9) (11.6) (4.8)Impairment of goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (115.0) (63.3)Other non-recurring income and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3.1) (1.3) 1.6

Other non-recurring income and expenses from operations . . . . . . . . . . . . . . . . . . . . . . (8.0) (124.9) (66.5)

(8) Total taxes include tax paid on income and deferred taxes.

Consolidated Balance Sheet Data

As of December 31,

2011 2012 2013

(millions of euros)

Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 725.1 613.7 528.5Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191.4 210.1 223.9Tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44.1 41.7 32.3Long-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.5 13.9 14.0Other assets and receivables(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70.9 82.6 66.0

Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,043.0 962.1 864.6

Goods and services in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.6 11.0 10.6Advances received and other receivables(2) . . . . . . . . . . . . . . . . . . . . . . . . 26.9 39.7 32.4Accounts receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 222.4 215.2 230.0Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.3 16.9 16.6Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73.1 43.5 67.0

Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 350.3 326.2 356.6

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,393.3 1,288.3 1,221.2

Shareholders’ equity, Group share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 515.7 424.8 345.4Minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.5 0.5 0.4

Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 516.2 425.3 345.8

Long-term financial liabilities(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 483.7 457.1 513.7Provisions and other liabilities(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59.3 60.0 48.3

Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 543.0 517.1 562.0

Short-term financial liabilities(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51.9 72.6 24.6Accounts payable and related accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . 92.1 91.1 108.3Tax and social liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119.5 123.9 124.8Provisions and other liabilities(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70.6 58.4 55.8

Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 334.1 345.9 313.4

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,393.3 1,288.3 1,221.2

Notes:

(1) Other assets and receivables consists of (i) equity shares in equity method companies, (ii) government-deferred tax,(iii) accounts receivable and (iv) other receivables.

(2) Advances received and other receivables consists of (i) advances and deposits received on orders and (ii) other receivables.

(3) Long-term and short-term financial liabilities include liabilities under our employee profit sharing plans in the total amount ofA8.9 million in 2013.

(4) Provisions and other liabilities consist of (i) liabilities under financial instruments, (ii) deferred tax liabilities, (iii) provisions and(iv) other liabilities.

(5) Provisions and other liabilities consist of (i) liabilities under financial instruments, (ii) provisions and (iii) other liabilities.

18

Division Data

Beginning in the fourth quarter of 2013, we began segregating the activities that the Issuer performs asthe parent company of a listed group, as well as the support it provides to the three operating divisions intoa fourth, newly introduced, division named ‘‘Reconciliation.’’ This division includes: (1) support activitiesthat are invoiced at market prices to the relevant operating division (such as bookkeeping, humanresources and cash management, legal assistance and marketing services) and certain parent companyactivities that cannot be attributed to any single division or business line (2) (such as Group strategymanagement, producing consolidated information and financial communications). The Reconciliationdivision’s activities are performed chiefly by the Issuer, our parent company, which also carries out certainoperational activities, the most important of which is CRM and Strategic Data. Previously, Reconciliationdivision activities had been housed within the division to which the Issuer’s principal operational activitybelongs: CRM and Strategic Data. In addition to intra-company revenues, which are eliminated inconsolidation, our Reconciliation division also records a small amount of external rental revenue on realestate assets attached to divested business, from which the Group continues to collect lease payments. Thisnew segment reporting will allow for a better understanding and assessment of the operationalperformance of our three operating divisions.

To ensure the comparability of revenues, EBITDA and operating income from recurring operationsfigures by division between 2012 and 2011, on the one hand, and 2013 and 2012, on the other hand, thetable below shows our 2012 revenues, EBITDA and operating income from recurring operations figures (i)as reported in the financial statements for the year ended December 31, 2012, (before the introduction ofthe Reconciliation division) and (ii) as reported in the financial statements for the year endedDecember 31, 2013, (after the introduction of the Reconciliation division).

Year ended December 31,

2011 2012 2012 2013

(millions of euros, except percentages)As reported in As reported in

2012 2013

Revenues:CRM and Strategic Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 510.6 488.1 482.9 452.8Healthcare Professionals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 259.8 282.6 287.3 288.8Insurance and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141.0 151.0 151.2 160.0Reconciliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 0.4 0.6

Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 911.5 921.8 921.8 902.3

EBITDA:CRM and Strategic Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60.3 60.3 64.0 62.7Healthcare Professionals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58.7 59.0 59.4 59.7Insurance and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31.4 34.3 34.5 38.6Reconciliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (4.3) (5.3)

Total EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150.4 153.6 153.6 155.7

Operating income from recurring operations:CRM and Strategic Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33.6 32.7 37.6 38.3Healthcare Professionals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29.3 35.2 35.6 35.5Insurance and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.0 22.3 22.4 24.7Reconciliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (5.5) (6.4)

Total operating income from recurring operations . . . . . . . . . . . . . . 83.9 90.1 90.1 92.1

EBITDA Margin:CRM and Strategic Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.8% 12.4% 13.2% 13.8%Healthcare Professionals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.6% 20.9% 20.7% 20.7%Insurance and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.2% 22.7% 22.8% 24.1%Reconciliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — n.m n.mGroup EBITDA Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.5% 16.7% 16.7% 17.3%Operating income from recurring operations margin:CRM and Strategic Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.6% 6.7% 7.8% 8.5%Healthcare Professionals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.3% 12.4% 12.4% 12.3%Insurance and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.9% 14.7% 14.8% 15.5%Reconciliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — n.m n.mGroup operating income from recurring operations margin . . . . . . . . 9.2% 9.8% 9.8% 10.2%

19

Other Financial Data

Year ended December 31,

2011 2012 2013

(millions of euros)

Other DataCapital expenditures(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79.5 79.1 71.6Net interest expense(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30.9 33.0 48.5Total financial debt(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 526.4 519.1 529.0Net financial debt(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 453.3 475.6 462.0EBITDA(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150.4 153.6 155.7Operating income from recurring operations . . . . . . . . . . . . . . . . . . . . . . . . . . 83.9 90.1 92.1

As-Adjusted Financial DataAs-adjusted total financial debt(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 596.8As-adjusted net financial debt(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 459.2As-adjusted net interest expense(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50.2Ratio of as-adjusted net financial debt to EBITDA(5)(7) . . . . . . . . . . . . . . . . . . . 2.99xRatio of as-adjusted net financial debt to EBITDA (computed pursuant to the

Revolving Credit Facility Agreement)(5)(8)(9) . . . . . . . . . . . . . . . . . . . . . . . . . . 2.68xRatio of EBITDA to as adjusted net interest expense(5)(8) . . . . . . . . . . . . . . . . . 3.10xRatio of EBITDA to as-adjusted net interest expense (computed pursuant to

the Revolving Credit Facility Agreement)(5)(8)(9) . . . . . . . . . . . . . . . . . . . . . . . 3.25x

Notes:

(1) The following table provides a breakdown of capital expenditures into R&D, maintenance costs and purchases made in respectof the leasing business of Cegelease:

Year endedDecember 31,

2011 2012 2013

(millions of euros)Capitalized R&D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47.1 48.4 46.9Maintenance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.5 18.2 14.6Assets used by Cegelease for lease agreements not transferred to banks . . . . . . . . . . . . . . . 10.9 12.4 10.1

Total capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79.5 79.1 71.6

(2) Net interest expense consists of the cost of gross financial debt less income on cash equivalents. The income on cash equivalentsof A5.5 million in the year ended December 31, 2011 included the exceptional gain resulting from the repurchase andcancellation of A20.0 million in principal amount of the 2015 Notes. For the year ended December 31, 2013, the cost ofA8.9 million in exceptional expense for the premium paid in the tender offer related to the 2013 Refinancing Transactions.

(3) Total financial debt consists of the sum of the financial portion of our long-term, medium-term and short-term financialborrowing and liabilities and our borrowings under the overdraft facilities, excluding miscellaneous items mainly consisting ofaccruals for employee profit-sharing plans. See Note 7 to our Audited Financial Statements for the year ended December 31,2011 and Note 6 to our Audited Financial Statements for the years ended December 31, 2012 and 2013.

(4) Net financial debt consists of total financial debt net of cash and cash equivalents.

(5) EBITDA is defined as consolidated profit (loss) for the period before share of profit (loss) for the period of equity methodcompanies, income tax, cost of net financial debt, other non-recurring income and expenses from operation and depreciationexpenses. EBITDA, as presented in this offering memorandum, is a supplemental measure of our performance and liquiditythat is not required by or presented in accordance with IFRS. EBITDA is not a measurement of our financial performance orliquidity under IFRS and should not be considered as an alternative to profit for the year, results from operating activities orany other performance measures derived in accordance with IFRS or as an alternative to cash flow from operating activities as ameasure of our liquidity. We believe EBITDA facilitates operating performance comparisons from period to period andcompany to company by eliminating potential differences caused by variations in capital structures (affecting interest expense),tax positions (such as the impact on periods or companies of change in effective tax rates or net operating losses) and the ageand book depreciation of tangible assets (affective relative depreciation expense). We also present EBITDA because we believeit is frequently used by securities analysts, investors and other interested parties in the evaluation of similar issuers, the vastmajority of which present EBITDA when reporting their results. Finally, we present EBITDA as a measure of our ability toservice our debt. For a discussion of the limitations of EBITDA as an analytical tool, see ‘‘Presentation of Financial andOther Information.’’

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The following table provides a reconciliation of EBITDA to consolidated profit (loss):

Year endedDecember 31,

2011 2012 2013

(millions of euros)Consolidated profit (loss) for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.7 (85.3) (58.7)Share of profit (loss) for the period of equity method companies . . . . . . . . . . . . . . . . . . (1.0) (1.2) (1.3)Total taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.6 7.6 25.5Cost of net financial debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37.7 44.1 60.1Other non-recurring income and expenses from operations . . . . . . . . . . . . . . . . . . . . . . 8.0 124.9 66.5Depreciation expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66.5 63.5 63.5

EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150.4 153.6 155.7

(6) As adjusted total financial debt gives effect to the 2014 Refinancing Transactions.

(7) As adjusted net financial debt gives effect to the 2014 Refinancing Transactions.

(8) As adjusted net interest expense reflects the interest expense on the Notes for the year ended December 31, 2013 as if the2014 Refinancing Transactions had occurred on January 1, 2013.

(9) Pursuant to the Revolving Credit Facility Agreement, the leverage and cover ratios are compiled using the total financialliabilities (A538.2 million as of December 31, 2013) less liabilities under the employee profit-sharing plans (A8.9 million as ofDecember 31, 2013) and the FCB Loan (see Note 14 to the Audited Financial Statements for the year ended December 31,2013) less cash and cash equivalents.

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RISK FACTORS

An investment in the Additional Notes involves risks. You should carefully consider the risks describedbelow before deciding to invest in the Additional Notes. In assessing these risks, you should also refer to theother information in this offering memorandum, including the Audited Financial Statements and their relatednotes. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties that arenot currently known to us or that we currently consider immaterial could also impair our business, financialcondition, results of operations and our ability to make payments on the Additional Notes.

This offering memorandum also contains forward-looking statements that involve risks and uncertainties.Our actual results may differ materially from those included in these forward-looking statements as a result ofvarious factors, including the risks described below and elsewhere in this offering memorandum.

Risks Related to Our Business

Complex software, such as ours, may contain defects.

Complex software, such as ours, may contain defects. We continually introduce new software,including enhancements to our existing software, which may contain defects. If we detect any defectsbefore we introduce new software, we might have to delay its deployment for an extended period of timeand lose the revenue that we otherwise could earn, while we address the problem and incur additionalcosts. If we do not discover defects that affect our software until after they are deployed, we could sufferharm to our reputation, lost sales, delays in commercial releases, product liability claims, delays in or lossof market acceptance of our applications, license terminations or renegotiations, unexpected expenses anddiversion of resources to remedy defects and privacy and/or security vulnerabilities. For example, in 2010and the first half of 2011, we had difficulties implementing enhancements to our Mobile Intelligence CRMplatform, with resulting delays in deployment of the platform. In order to resolve those implementationdifficulties, we had to significantly increase our technical and customer support staff.

Our customers may also use our software together with products from other companies or those thatthey have developed internally. As a result, when problems occur, it may be difficult to identify the sourceof the problem. Even when our software does not cause these problems, the existence of these defects maycause us to incur significant costs, divert the attention of our technical personnel from our softwaredevelopment efforts, impact our reputation and cause significant customer relations problems. Any ofthese could materially and adversely affect our business, financial condition and results of operations.

System disruptions and failures may result in customer dissatisfaction and customer loss.

Our systems may form an integral part of our customers’ business operations as they are used tomanage customer data, plan marketing and sales strategies and process payments. The continued anduninterrupted performance of our systems is critical to our success, as our customers may becomedissatisfied by any system failure that interrupts our ability to provide services to them. Our continuedability to satisfy our customers depends on our ability to protect our computer systems against damagefrom fire, power loss, water, telecommunications failures, earthquake, terrorism attack, vandalism andsimilar unexpected adverse events. Despite our efforts to implement network security measures, oursystems are also vulnerable to computer viruses, break-ins and similar disruptions from unauthorizedtampering. Although we maintain insurance that we believe is appropriate for our business and industry,such coverage may not be sufficient to compensate for any significant losses that may occur as a result ofany of these events. A prolonged system-wide outage or frequent outages could cause harm to ourreputation and could cause our customers to make claims against us for damages allegedly resulting froman outage or interruption. Any damage or failure that interrupts or delays our systems or sustained orrepeated damage or failures could reduce the attractiveness of our services significantly and result indecreased demand for our products and services, which could materially and adversely affects our business,financial condition and results of operations.

Data processing errors, delays in delivering or difficulties in implementing our products and services could result inloss of client confidence.

Data processing errors or significant defects in our products may result in loss of revenue, issuance ofcredits to clients, re-performance of work, payment of damages, future rejection of our products, includingnew versions and updates, and services by current and prospective customers and irreparable harm to ourreputation. Such monetary penalties, lost revenue or increase in service and support costs may also result

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from difficulties in implementing our products and services, the failure to deliver products and servicesaccording to requirements or the failure to meet specified goals within contractual timeframes. Forexample, in 2010 and the first half of 2011, we faced difficulties in implementing enhancements to ourMobile Intelligence CRM platform and, as a result, we significantly increased our technical and customersupport staff. We resolved these implementation difficulties by the end of the first half of 2011, but notwithout experiencing a decline in revenue for 2010 and 2011. We cannot assure you that we will notencounter difficulties or delays in delivering or implementing future products and services that couldmaterially and adversely affect our business, financial condition and results of operations.

If our security is breached, we could be subject to liability, and customers could be deterred from using our productsand services.

Our business relies on securely transmitting, storing and hosting sensitive information, includingprotected health information, financial information and other sensitive information relating to ourcustomers, company and workforce. As a result, we face the risk of unauthorized access to our computersystems, both deliberate and unintentional, that may disrupt our business, such as throughmisappropriation or loss of sensitive information and corruption of data. Similarly, we face the risk ofdenial-of-service and other Internet- based attacks ranging from mere vandalism of our electronic systemsto systematic theft of sensitive information and intellectual property. We cannot guarantee that ourprograms and controls will be adequate to prevent all possible security threats. We believe that anycompromise of our electronic systems, including the unauthorized access, use or disclosure of sensitiveinformation or a significant disruption of our computing assets and networks would (i) adversely affect ourreputation and our ability to fulfill contractual obligations, (ii) require us to devote significant financial andother resources to mitigate such problems and (iii) increase our future cyber-security costs, includingthrough organizational changes, deploying additional personnel and protection technologies, furthertraining employees and engaging third-party experts and consultants.

Moreover, unauthorized access, use or disclosure of such sensitive information could result in civil orcriminal liability or regulatory action, including potential fines and penalties. Recently, other companieshave experienced many high-profile incidents involving data security breaches by entities that transmit andstore sensitive information. Lawsuits resulting from these security breaches have sought very significantmonetary damages, although many of these suits have yet to be resolved. Although we maintain someinsurance to cover these types of damages and costs, if we are sued for this type of security breach it isuncertain whether this coverage would be sufficient to cover the costs or damages assessed in this type oflawsuit against us.

Any real or perceived compromise of our security or disclosure of sensitive information may result inlost revenues by deterring customers from using or purchasing our products and services in the future. Ifour security is breached, our business, financial condition and results of operations could be materially andadversely affected.

The number of medical representatives employed by pharmaceutical companies may continue to decrease.

The principal users of the databases, software and services published and offered by our CRM andStrategic Data division are pharmaceutical companies and their medical representatives. Consequently, therevenues from the division are in part based on the number of medical representatives using our products,and the reduction in recent years by pharmaceutical companies in the number of medical representativeshas had a direct and negative impact on our business, financial condition and results of operation.Although pharmaceutical companies have started to employ greater numbers of medical representatives inemerging pharmaceutical markets, this may not be sufficient to offset the overall reduction of medicalrepresentatives. If the number of medical representatives employed by pharmaceutical companiescontinues to decline, our business, financial condition and results of operations could be materially andadversely affected.

We may be liable for the improper use of our products and services or of the information that we provide.

Our products and services may be used contrary to their intended use, including in ways that maycause harm, constitute fraud or any other criminal or civil offense or attract negative public attention.Although we may not be responsible for any misuse of our products and services or any wrongdoingperpetrated through the use of our products and services, we may become the subject of investigations,inquiries or legal proceedings and suffer damage to our reputation. For example, in recent years, there

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have been incidents in France of pharmacists who were prosecuted for preparing fake accounting recordsfor tax evasion purposes and for submitting fraudulent reimbursement claims to the French social securityadministration by misusing certain features of our Alliadis software. Although we were not party to any ofthese legal proceedings, there were suggestions in the French press that our software contained featuresthat facilitated such conduct by pharmacists and failed to incorporate sufficient controls to prevent userfraud or error. If any legal or regulatory actions arise from these incidents, we may be subject to fines anddamages to our reputation.

We provide information that healthcare providers use in treating patients. If any information isincorrect or incomplete, we may be subject to product liability and other claims as a result of adverseconsequences, including death of patients. We also provide software that contain patient clinicalinformation. A court or government agency may rule that our delivery of health information exposes us toliability for personal injury, wrongful delivery or handling of healthcare services or erroneous healthinformation. Although we maintain product liability insurance coverage in an amount that we believe issufficient for our business, we cannot assure you that this coverage will prove to be adequate or willcontinue to be available, if at all, on acceptable terms. A claim that is brought against us that is uninsuredor under-insured could harm our business, financial condition and results of operations, and unsuccessfulclaims may still result in substantial costs and diversion of management resources.

We may fail to expand our business with existing customers or lose one or more of our major customers.

Maintaining existing customers is central to our business model across our divisions, and our successdepends on our ability to continue selling our products and services, including follow-on and incrementalproducts and services, to our existing customers. Certain of our existing customers initially purchase one ora limited number of our products and services. These customers might choose not to expand their use of,or purchase, additional modules or new software and services. If we fail to generate additional businessfrom our current customers, our revenue could grow at a slower rate or even decrease.

We may also lose one or more of our major customers. The global pharmaceutical industry is highlyconcentrated, and leading pharmaceutical companies represent a substantial portion of revenues in ourCRM and Strategic Data division. If one or more of our major customers, particularly pharmaceuticalcompanies, decide to discontinue using our products and services, we may suffer from loss of revenue,adverse consequences to our reputation and loss of potential customers. If we lose a number of majorcustomers in a limited period of time, it may be difficult to find new customers to replace the lossof revenue.

Data suppliers may withdraw data that we have previously collected, withhold data from us in the future or fail toadhere to data quality standards, leading to difficulty in providing products and services to our clients.

In addition to data derived from public record sources, we use data purchased from third-party datasuppliers and rely on them to provide the necessary data licenses on commercially reasonable terms. Ourability to continue providing products and services to our clients would be affected if our data supplierswere to withhold their data from us, whether as a result of our failure to maintain sufficient relationshipswith them or as a result of legal, contractual, privacy, competition or other economic concerns. Forexample, data suppliers could withhold their data if there is a competitive reason to do so, if we breach ourcontract with them, if they are acquired by one of our competitors, if legislation is passed restricting the useof the data they provide or if judicial interpretations are issued restricting use of such data. Our datasuppliers may also fail to adhere to our data quality standards and cause us to terminate our relationshipwith them. If a substantial number of data suppliers were to withdraw or withhold their data from us or failto adhere to our data quality standards, our ability to provide products and services to our clients could benegatively impacted, which could materially and adversely affect our business, financial condition andresults of operations.

Changes in existing legislative, judicial, regulatory, cultural or consumer environments relating to consumerprivacy or information collection and use may limit our ability to collect and use data.

In many of the jurisdictions in which we operate, changes in existing legislations restricting thecollection and use of personal data have been passed or are being contemplated, due to changes inlegislative, judicial, regulatory, cultural or consumer environments relating to consumer privacy orinformation collection and use. In particular, governments and the public are increasingly concerned withthe collection and use of healthcare and medical data and we therefore face the risk of further limitations

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on our ability to collect and use the data which is the basis of our products and services. For example, weprovide products and services in the United States that involve the license, use and transfer of prescriber-identifiable information for commercial purposes. Some states have restricted such activities and otherstates may enact similar restrictions, as seen in a number of state legislative initiatives over the past severalyears. We are unable to predict the states that would enact such restrictions, what forms they would take,or whether the United States would also enact such restrictions. A restriction on the license, use andtransfer of prescriber-identifiable information could cause a material increase in the cost of collecting dataor decrease the availability of information, making it more difficult to meet our clients’ requirements.

We are subject to a number of existing laws, regulations and industry initiatives in a changing regulatoryenvironment.

Our business and the business of our customers are regulated by a number of governmental entities inmultiple jurisdictions. These regulations may impact us directly through their application to us, orindirectly through their application to our customers, as our products must be capable of being used by ourcustomers in a manner that complies with those laws and regulations. The inability of our customers to doso could affect the marketability of our products or our compliance with our customer contracts. In thecase of regulations that apply only to our customers, we may nevertheless be subject to liability under thetheory that we assisted our customers in a violation of healthcare laws or regulations.

Because the healthcare information technology industry as a whole is relatively young, the applicationof many regulations to our business and to the business of our customers is uncertain. There are laws inmany jurisdictions that may apply directly or indirectly to our business and the business of our customers,including anti-kickback laws, limitations on physician referrals and laws relating to distribution andmarketing, including off-label promotion of prescription drugs. In addition, these laws and regulationsdiffer from one country to another and our products and services have to be customized to satisfy the legaland regulatory regimes of each country, adding to the complexity of legal and regulatory compliance. It ispossible that a review of our business practices or those of our customers by courts or regulatoryauthorities could result in a determination that could adversely affect us.

The healthcare regulatory environment may also change in a way that restricts our existing operationsor our growth. For example, in France, pharmacy chains are not permitted, but the European Union isexerting pressure to change the law to allow pharmacy chains to operate. If the law does change,consolidation in the pharmacy sector may lead to fewer clients for our products and services.

The healthcare industry generally and the healthcare information technology industry specifically areexpected to continue to undergo significant legal and regulatory changes for the foreseeable future. If weare unable to comply with changes in existing legislation or regulations, or if the healthcare regulatoryenvironment adversely impacts our operating environment, our business, financial condition and results ofoperations could be materially and adversely affected.

Changes to the corporate laws applicable to pharmacies in France could affect our negotiating power withpharmacies.

In France, pharmacies operate largely as independent corporate entities, unlike in other maturemarkets such as the United Kingdom and the United States, where pharmacies are more likely to be partof a chain. If the regulations in France change to bring the commercial management and operation ofpharmacies in France in line with those in other mature markets, our negotiating power with thepharmacies in France could be negatively impacted. We may not be able to retain our current strength inmaking commercial arrangements with chains of pharmacies in France, notwithstanding the potentialbenefit of having fewer parties with which to transact business. If our negotiating power were reduced or ifreduced transaction costs were not sufficient to offset the negative impact on our negotiating power, ourbusiness, financial condition and results of operations could be materially and adversely affected.

Consolidation among our customers could cause the Group to lose customers, decrease the target market for oursolutions and adversely affect our business.

Consolidation in the life sciences industry has accelerated in recent years, and this trend couldcontinue. We may lose customers due to industry consolidation, and the Group may not be able to expandsales of its solutions and services to new customers to replace lost customers. In addition, new companiesor organizations that result from such consolidation may decide that the Group solutions are no longerneeded because of their own internal processes or the use of alternative solutions. As these entities

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consolidate, competition to provide solutions and services to industry participants will become moreintense and it will become more important to establish relationships with large industry participants. Theseindustry participants may try to use their market power to negotiate price reductions for our solutions.Also, if consolidation of larger current customers occurs, the combined company may represent a largerpercentage of our business and, as a result, we may subsequently rely more significantly on the combinedcompany’s revenues to achieve continued growth. Industry consolidation or consolidation among currentcustomers or potential customers could adversely affect our business.

Government-imposed price restrictions on pharmaceutical companies could reduce demand for our productsand services.

In the countries in which we operate, pharmaceutical companies are facing increased pressure fromgovernments, social security systems and private insurers on reimbursement level and the price that theymay charge for drugs. We believe that such cost containment measures will cause pharmaceuticalcompanies to seek more effective means of marketing their products, which we expect will benefit us in themedium and long-term as we supply them with cost-effective marketing products and services. However,such governmental regulation may cause pharmaceutical companies to revise or reduce their marketingprograms in the near term which may lead to a further decrease in medical representatives that may, inturn, reduce the demand for certain of our products and services.

The market for our products and services is intensely competitive.

The market for our products and services is intensely competitive and is characterized by rapidlyevolving technology and product standards, technology and user needs and the frequent introduction ofnew products and services. Some of our competitors may be more established, benefit from greater namerecognition and have substantially greater financial, technical and marketing resources than us. Moreover,we expect that competition will continue to increase as a result of consolidation in both the informationtechnology and healthcare industries. If one or more of our competitors or potential competitors were tomerge or partner with another of our competitors, the change in the competitive landscape could adverselyaffect our ability to compete effectively. We compete on the basis of several factors, including the breadthand depth of services, reputation, reliability, accuracy and security, client service, price and industryexpertise and experience. The resources we allocate to each market in which we compete vary, as do thenumber and size of our competitors across these markets. In any given market, our competitors may be in abetter position to develop new products and pricing strategies that more quickly and effectively respond tochanges in customer requirements in these markets and achieve greater market acceptance than ourproducts and services. Due to competition, we may be subject to pricing pressures with respect to ourfuture sales and be forced to reduce our prices, causing our business to be less profitable. In addition,because cash from sales funds some of our working capital requirements, reduced profitability couldrequire us to raise additional capital sooner than we would otherwise need. There can be no assurance thatwe will be able to compete successfully against current and future competitors or that the competitivepressures that we face will not materially and adversely affect our business, financial condition and resultsof operations.

We may be unable to successfully introduce new products or services or fail to keep pace with advances in technology.

The successful implementation of our business model depends on our ability to adapt to evolvingtechnologies and increasingly demanding industry standards and introduce new products and servicesaccordingly. We cannot assure you that we will be able to introduce new products on schedule, or at all, orthat such products will achieve market acceptance. For example, see ‘‘—Complex software, such as ours,may contain defects,’’ for a discussion of certain difficulties in relation to the implementation ofenhancements to our Mobile Intelligence CRM platform in 2010 and the first half of 2011. In addition, wemust obtain compliance certifications from various authorities in connection with the development ofsoftware and medication databases to ensure that our products meet the regulatory requirements of theseauthorities. We cannot assure you that we would be able to obtain all relevant compliance certifications.Even if we are able to do so, we may incur significant costs and encounter delays. Moreover, competitorsmay develop competitive products that could be more successful than ours and lead to our loss of marketshare. If we cannot adapt to changing technologies, our products and services may become obsolete, andour business could suffer. Because the health information technology market is characterized by rapidtechnological change, we may not be able to anticipate changes in our current and potential customers’requirements that could limit our competitiveness or make our existing technology obsolete. Our success

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and continued competitiveness will depend, in part, on our ability to continue to enhance our existingproducts and services, develop new technology that addresses the increasingly sophisticated and variedneeds of our prospective customers, license leading technologies and respond to technological advancesand emerging industry standards and practices on a timely and cost-effective basis. The development ofour proprietary technology entails significant technical and business risks. We may not be successful inusing new technologies effectively or adapting our proprietary technology to evolving customerrequirements or emerging industry standards, and, as a result, our business could suffer. If we fail tointroduce planned products on schedule, enhance our current products and services or fail to develop newproducts in light of emerging technologies and industry standards, we could lose clients to current or futurecompetitors, which could have a material adverse effect on our business, financial condition and resultsof operations.

We are exposed to general global economic and market conditions, particularly those impacting the healthcare andtechnology industries.

A significant majority of our revenue is generated from the sale of our products and services to thepharmaceutical and healthcare industries. The demand for our products and services or the price that wecan charge to our clients may decline if the businesses that we serve, particularly in the pharmaceuticalhealthcare industries, become subject to financial pressures, such as further price controls or reducedreimbursement levels, increased costs or reduced demand for their products. The recent worldwiderecession has had, and the European sovereign debt crisis and the continuing uncertainty as to globaleconomic recovery may have, adverse consequences on our customers and our business, including financialpressures on industry participants to cut expenses and limit investment in capital intensive projects.Adverse market conditions may have a negative impact on our business by decreasing our new customerengagements and the size of initial spending commitments under those engagements, as well as decreasingthe level of discretionary spending by existing customers. In addition, a slowdown in buying decisions maylimit our ability to forecast our flow of new contracts. Any of these circumstances could have a materialadverse impact on our business, financial condition and results of operations.

Engagements with certain clients, particularly those with long-term agreements, may prove to be more costly thananticipated.

The pricing and other terms of our client contracts are based on estimates and assumptions we makeat the time we enter into these contracts. These estimates and assumptions reflect our best judgmentsregarding the nature of the engagement and our expected costs to provide the contracted services, but suchestimates and assumptions may differ from the actual nature of the engagement and costs. Any increasedor unexpected costs or unanticipated delays in connection with the performance of these engagements,including delays caused by factors outside our control, could make these contracts less profitable orunprofitable, which would have an adverse effect on our profit margin. Our exposure to this risk increasesgenerally in proportion to the scope of the client contract and is higher in the early stages of the contract.In addition, a majority of our information technology outsourcing contracts contain some incentive-basedor other pricing terms that condition our fee on our ability to meet defined goals. Our failure to meet theexpectations of a client in any type of contract may result in an unprofitable engagement.

Our business is adversely affected by prolonged sales cycles.

Our business is directly affected by the length of our sales cycle, which is the amount of time it takes acustomer to ultimately purchase a product or service. The duration of the sales cycle and implementationschedule for our software depends on a number of factors that are difficult to predict, including the natureand size of the potential customer and the extent of the commitment being made by the potentialcustomer. Information technology systems are complex, and their purchase generally involves a significantcommitment of capital, with frequent delays in connection with procurement procedures within anorganization for large capital expenditures. The procurement procedures within an organization mayrequire coordination and agreement across many departments. If potential customers take longer than weexpect to decide whether to purchase our software, our selling expenses could increase and the recognitionof our revenues could be delayed. In periods of economic downturn, our typical sales cycle is particularlysubject to prolongation. Any of these situations could have a material adverse effect on our business,financial condition and results of operations.

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Our international presence exposes us to risks associated with varied and changing political, cultural, legal,financial and economic conditions worldwide.

We are affected by risks associated with conducting business internationally. We have activeoperations in over 70 countries on five continents. Although 57.1% of our revenue for the year endedDecember 31, 2013 was derived from customers in France, we obtain significant revenue from customers inthe EMEA region, excluding France, and North America. Our strategy is to continue to broaden ourexisting customer bases and to expand into international markets, including emerging markets, such asBrazil, India, Russia and China. Conducting business internationally exposes us to certain risks inherent indoing business in international markets, including:

• lack of acceptance of non-localized products and competition from products already present;

• legal and cultural differences in the conduct of business;

• difficulties in staffing and managing foreign operations;

• longer payment cycles;

• difficulties in collecting accounts receivable and withholding taxes that limit the repatriationof earnings;

• trade barriers;

• fluctuations in foreign currency exchange rates;

• difficulties in complying with varied legal and regulatory requirements across jurisdictions;

• difficulties in complying with applicable sanctions regulations, anti-money laundering andanti-corruption laws, which may include the U.S. Department of Treasury Office of Foreign AssetsControl sanctions, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act;

• difficulties in complying with tax laws in multiple international jurisdictions, as well as changes intax laws or their application;

• insufficient legal protections of property rights and against crime;

• immigration regulations that limit our ability to deploy our employees;

• economic and political instability and threats of terrorism; and

• variations in effective income tax rates among countries where we conduct business.

One or more of these factors could have a material adverse effect on our international operations,which could harm our business, financial condition and results of operations.

We may seek to acquire companies or technologies that could disrupt our ongoing business and divert the attentionof our management and employees.

We pursue acquisitions and other initiatives in order to offer new products or services, improve ourmarket position and enhance our strategic strengths. We have completed numerous acquisitions, includingthe acquisitions of Dendrite International in 2007, SK&A Information Services, Inc. (‘‘SK&A’’) in 2010,Pulse Systems Inc. (‘‘Pulse Systems’’) in 2010, Pharmec in 2011, ASP Line in 2012, and Webstar Health andKadrige in 2013, all of which have expanded our global position and enhanced our offerings. In the future,we may acquire other companies that we believe will advance our business strategy. We cannot assure youthat suitable future acquisition candidates can be found, acquisitions can be consummated on favorableterms or otherwise favorable acquisitions may not be subject to antitrust or other regulatory concerns. Wealso cannot assure you that the acquisitions that we have completed, or any future acquisitions that we maymake, will be successful in realizing revenue improvements, cost savings and other intended benefits. Wemay face unexpected difficulties in incorporating the technology or systems of an acquired company withour own. We may also fail to identify all material issues relating to the integration of our acquisitions, suchas significant defects in the internal control policies and unknown liabilities associated with the acquiredcompanies. Even if we obtain indemnification from the seller of an acquisition, the indemnification may beinsufficient or unavailable for the particular liabilities that we incur in association with the acquisition. Wemay also face difficulties in integrating acquired personnel and operations and in retaining and motivatingkey personnel from these businesses. Acquisitions may also disrupt our ongoing operations, divertmanagement from day-to-day responsibilities, increase our expenses and harm our results of operations or

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financial condition. The occurrence of any of these events could have a material and adverse effect on ourbusiness, financial condition and results of operations.

Our business depends on the adequate and effective protection of our intellectual property rights.

Our business plan relies on technology products and our intellectual property rights in those products.Accordingly, protecting our intellectual property rights is critical to our continued success and our ability tomaintain our competitive position. In addition to existing trademark, trade secret and copyright law, weprotect our proprietary rights through confidentiality agreements and technical measures. We generally donot rely on patents to protect our technology. We customarily enter into non-disclosure and assignmentagreements with our employees and consultants and limit access to our trade secrets and technology.Typically, our employment contracts also include clauses requiring our employees to assign to us all of theinventions and intellectual property rights they develop in the course of their employment and to agree notto disclose our confidential information even beyond the duration of the employment agreement. Despiteour efforts, our source code, know-how and trade secrets could potentially be disclosed to third parties,causing us to lose any competitive advantage resulting from such source code, know-how or trade secrets.We also minimize the need for disclosure of our source code to users or other third parties. We cannot becertain, however, that these measures will adequately prevent third parties from accessing our software,source code or proprietary information. Furthermore, our use and distribution of open source softwareand modules in connection with our business also present risks to our intellectual property. Open sourcecommonly refers to software whose source code is subject to a license allowing it to be modified, combinedwith other software and redistributed, subject to restrictions set forth in the license. Under certainconditions, the use of some open source code to create derivative code may obligate us to make theresulting derivative code available to others at no cost. We monitor our use of open source code carefullyin an effort to avoid situations that would require us to make parts of our core proprietary technologyfreely available as open source code and we generally use only code licensed under open source licensesthat allow us to freely redistribute and sell the resulting products without restriction. We cannot guarantee,however, that we will not use code governed by more restrictive licenses or that a court will not interpret alicense to require certain of our technology to be made available as open source code. We cannot assureyou that the steps we have taken have prevented or will prevent misappropriation of our technology. Wehave been involved in legal proceedings in the past for what we suspected as misappropriations of ourintellectual property. Misappropriation of our intellectual property could have an adverse effect on ourcompetitive position. In addition, we may have to engage in litigation in the future to enforce or protectour intellectual property rights or to defend against claims of infringement, misappropriation or otherviolations of third-party intellectual property rights. If we are unable to adequately protect our intellectualproperty or if, in doing so, we incur substantial costs, including from the diversion of management’s timeand attention, our business, financial condition and results of operations could be materially and adverselyaffected.

If we are deemed to infringe, misappropriate or violate the proprietary rights of third parties, we could incurunanticipated expense and be prevented from providing our products and services.

We have been in the past and may become in the future subject to intellectual property infringement,misappropriation or other intellectual property violation claims as the functionality of our softwareoverlaps with competitive products and third parties may claim that we do not own or have rights to use allintellectual property rights used in our software. We do not believe that we have infringed or are infringingon any valid or enforceable proprietary rights of third parties. However, claims are occasionally assertedagainst us, and we cannot assure you that infringement, misappropriation or claims alleging intellectualproperty violations will not be successful, or that they would not be asserted against us in the future. Wecould incur substantial costs and diversion of management resources defending any such claims.Furthermore, a party making a claim against us could secure a judgment awarding substantial damages, aswell as injunctive or other equitable relief that could effectively block our ability to provide products orservices. In addition, we cannot assure you that licenses for any intellectual property of third parties thatmight be required for our products or services will be available on commercially reasonable terms, or at all.Such claims also might require indemnification of our clients at significant expense. If required licensescannot be obtained, or if existing licenses are not renewed, litigation could result. Litigation is inherentlyuncertain and any adverse decision could result in a loss of our proprietary rights, subject us to significantliabilities, require us to seek licenses from others and otherwise materially and adversely affect ourbusiness, financial condition and results of operations.

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The skilled and qualified workforce that we need to develop, implement and modify our products and services may bedifficult to hire, train and retain, and we could face increased costs to attract and retain our skilled workforce.

Our business operations depend in large part on our ability to attract, train, motivate and retain highlyskilled information technology professionals, software programmers and communications engineers, with adeep understanding of the healthcare and health information technology industries, on a worldwide basis.Because our products and services are complex and are generally used by our customers to perform criticalbusiness functions, we depend heavily on skilled technology professionals. Skilled technology professionalsare often in high demand and short supply. If we are unable to hire or retain qualified technologyprofessionals to develop, implement and modify our products and services, we may be unable to meet theneeds of our customers.

We invest significant time and expense in training our employees, which increases their value to clientsand competitors who may seek to recruit them and also increases the costs of replacing them. In addition,serving several new customers or implementing several new large-scale projects in a short period of timemay require us to attract and train additional IT professionals at a rapid rate. Although we heavily invest intraining our new employees, we may not be able to train them rapidly enough to meet the increasingdemands of our business. If we fail to retain our employees, the quality of our services could diminish. Ourinability to hire, train and retain the appropriate personnel could increase our costs of maintaining askilled workforce and make it difficult for us to manage our operations, meet our commitments andcompete for new customer contracts. Any of these could have a material adverse effect on our business,financial condition and results of operations.

Management and key employee turnover or failure to attract and retain qualified management could adversely affectour operations.

Our success depends on the skills, experience, efforts and policies of our management and thecontinued active participation of a relatively small group of senior management personnel, including ourChairman and Chief Executive Officer, Mr. Jean-Claude Labrune and our Deputy Managing Director,Mr. Pierre Marucchi. The loss of the services of all or some of these executives could harm our operationsand impair our efforts to expand our business. If one or more of our key employees leaves ouremployment, we will have to find a replacement with the attributes necessary to execute our strategy.Because competition for skilled employees is intense, and the process of finding qualified individuals canbe lengthy and expensive, we believe that the loss of the services of key personnel could materially andadversely affect our business, financial condition and results of operations. We cannot assure you that wewill continue to retain such personnel. We do not maintain key man insurance for any of ourkey employees.

We may face adverse judgments or settlements in legal disputes or government investigations.

We have been and may become a party to a variety of claims and lawsuits that may arise in theordinary course of our business or in the course of government inquiries, investigations or audits into ourbusiness. We are subject to an investigation by the French Competition Authority following an allegation ofanti-competitive practices in the healthcare professionals database market in France made by a formerdistributor of a Dendrite database. The investigation by the French Competition Authority’s case team wascompleted at the end of 2013 and we are expecting the final decision by the French Competition Authorityto be issued during the first half of 2014. We are contesting the French Competition Authority’s allegationsvigorously, but cannot assure you that we will not be subject to fines, orders or other penalties from theFrench Competition Authority relating to this matter.

The results of any proceedings brought against us are inherently uncertain and adverse judgments orsettlements may result in materially adverse monetary damages or injunctive relief against us. Any claimsor litigation, even if fully indemnified or insured, could damage our reputation and make it more difficultto compete effectively or obtain adequate insurance in the future, and could thereby materially andadversely affect our business, financial condition and results of operations.

Our quarterly results may fluctuate significantly, which could adversely impact the value of our equity anddebt securities.

Our quarterly results of operations, including our revenues, gross margin, profitability and cash flows,may vary significantly in the future, and period-to-period comparisons of our operating results may not bemeaningful. Accordingly, our quarterly results should not be relied upon as an indication of future

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performance. Our quarterly financial results may fluctuate as a result of a variety of factors, many of whichare outside of our control. Fluctuation in quarterly results may adversely impact the value of our equityand debt securities. Factors that may cause fluctuations in the Group’s quarterly financial results include,without limitation, those listed elsewhere in these ‘‘Risk Factors.’’

In order to prepare our financial statements we must estimate and/or make certain assumptions and methods thatcould adversely impact our financial results, and ineffective management controls could adversely impact ourbusiness and operating results.

The methods, estimates and assumptions that we use in applying accounting policies have a significantimpact on our results. These methods, estimates and assumptions are subject to significant risks,uncertainties and interpretations, and changes could affect our results. In addition, our controlenvironment may not prevent or detect misstatements because of the inherent limitations, including thepossibility of human error, the circumvention or overriding of controls, or fraud. Even effectivemanagement controls can provide only reasonable assurance with respect to the preparation and fairpresentation of financial statements. If we fail to maintain adequate management controls, or fail toimplement required new or improved controls, or if we experience difficulties in their implementation, ourbusiness and operating results could be harmed and we could fail to meet our reporting obligations. Formore information, see note 2 to our Audited Financial Statements for the years ended December 31, 2011,2012 and 2013.

If securities or industry analysts do not publish research or reports about our business, if they adversely change theirrecommendations regarding our equity or debt securities or if our results of operations do not meet theirexpectations, the price and/or trading volume of our equity and debt securities could decline.

The trading market in our equity and debt securities is influenced by the research and reports thatindustry or securities analysts publish about us and our businesses. We have no control over these analysts.If one or more of these analysts were to cease coverage of us, fail to publish reports on us regularly,downgrade our equity and/or debt securities, or if our results of operations do not meet analysts’expectations, we could lose visibility in the financial markets, and the prices and/or trading volume for ourequity and/or debt securities could decline. Furthermore, financial markets worldwide experiencesignificant fluctuations in equity and or debt securities prices. The prices of our equity and debt securitiescould be sensitive to financial market changes and to general economic, political and market conditionsand the prices of our debt securities could be sensitive to fluctuations in the prices of our equity securities.

Risks Related to the Notes and Our Other Indebtedness

Our indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations underthe Notes and with respect to our other indebtedness.

As of December 31, 2013, on an as adjusted basis after giving effect to the 2014 RefinancingTransactions, our total financial debt, consisting of unsecured indebtedness, would have beenA596.8 million.

Subject to the limits contained in the Indenture and limits under our other debt arrangements fromtime to time, we may be able to incur substantial additional debt from time to time to finance workingcapital, capital expenditures, investments or acquisitions or for other purposes. If we do so, the risksrelated to our level of indebtedness could intensify. Specifically, a high level of indebtedness could haveimportant consequences to the holders of the Notes, including:

• limiting our ability to obtain additional financing to fund future working capital, capitalexpenditures, acquisitions or other general corporate requirements;

• requiring a substantial portion of our cash flows to be dedicated to making debt service (principaland interest) payments instead of other purposes, thereby reducing the amount of cash flowsavailable for working capital, capital expenditures, acquisitions and other general corporatepurposes;

• making it more difficult for us to satisfy our obligations with respect to the Additional Notes andour other debt;

• increasing our vulnerability to general adverse economic and industry conditions;

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• exposing us to the risk of increased interest rates as certain of our borrowings are at variable ratesof interest;

• limiting our flexibility in planning for and reacting to changes in the industry in which we compete;

• negatively impacting credit terms with our creditors;

• placing us at a disadvantage relative to competitors that have lower leverage or greater financialresources; and

• increasing our cost of borrowing.

In addition, the Indenture contains restrictive covenants that will limit our ability to engage inactivities that may be in our long-term best interest. Our failure to comply with those covenants couldresult in an event of default which, if not cured or waived, could result in the acceleration of a significantportion of our debt. Any of these or other consequences or events could have a material adverse effect onour ability to satisfy our debt obligations, including the Notes. Our ability to make payments on andrefinance our indebtedness and to fund future working capital, capital expenditures, acquisitions and othergeneral corporate requirements will depend on our future operating performance and ability to generatecash from operations. Our ability to generate cash from operations is subject, in large part, to generaleconomic, competitive, legislative and regulatory factors and other factors that are beyond our control. Wemay not be able to generate sufficient cash flow from operations or obtain enough capital to service ourdebt or fund our future acquisitions or other working capital expenditures. If new debt is added to ourcurrent debt levels, the risks that we now face could intensify. For a discussion of our cash flows andliquidity, see ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources’’ and ‘‘Management’s Discussion and Analysis of Financial Condition andResults of Operation—Future Liquidity, Commitments and Financing Arrangements.’’

We may not be able to generate sufficient cash to service all of our indebtedness, including the Notes, and may beforced to take other actions to satisfy our obligations under such indebtedness, which may not be successful.

Our ability to make scheduled payments on or refinance our debt obligations, including the Notes,depends on our financial condition and operating performance, which are subject to prevailing economicand competitive conditions and to certain financial, business, legislative, regulatory and other factorsbeyond our control. We may be unable to maintain a level of cash flows from operating activities sufficientto permit us to pay the principal, premium, if any, and interest on our indebtedness, including the Notes.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we couldface substantial liquidity problems and could be forced to reduce or delay investments and capitalexpenditures or to dispose of material assets or operations, seek additional debt or equity capital orrestructure or refinance our indebtedness, including the Notes. We may not be able to effect any suchalternative measures on commercially reasonable terms or at all, and, even if successful, those alternativesmay not allow us to meet our scheduled debt service obligations. The Indenture restricts our ability todispose of assets and use the proceeds from those dispositions and may also restrict our ability to raise debtor equity capital to be used to repay other indebtedness when it becomes due. We may not be able toconsummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt serviceobligations then due. Our inability to generate sufficient cash flows to satisfy our debt obligations, or torefinance our indebtedness on commercially reasonable terms or at all, would materially and adverselyaffect our financial position and results of operations and our ability to satisfy our obligations underthe Notes.

If we cannot make scheduled payments on our debt, we will be in default and holders of the Notescould declare all outstanding principal and interest to be due and payable, causing a cross-acceleration orcross-default under certain of our other debt agreements, if any. Any of these events could result in youlosing your investment in the Notes.

We and our subsidiaries may incur substantially more debt, which could exacerbate the risks to our financialcondition described herein.

We and our subsidiaries may be able to incur significant additional indebtedness in the future.Although our existing debt arrangements and the Indenture contain restrictions on the incurrence ofadditional indebtedness, these restrictions are subject to a number of qualifications and exceptions, andthe additional indebtedness incurred in compliance with these restrictions could be substantial. If we incur

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any additional indebtedness that ranks equally with the Notes, the holders of that debt will be entitled toshare ratably in any proceeds distributed in connection with our insolvency, liquidation, reorganization,dissolution or other winding up. This may have the effect of reducing the amount of proceeds paid toholders of the Notes. These restrictions also will not prevent us from incurring obligations that do notconstitute indebtedness. If new debt is added to our current debt levels, the related risks that we now facecould intensify. For more information about our ability to incur and secure debt under the Indenture, see‘‘Description of the Notes.’’

The terms of our existing debt agreements restrict our current and future operations, particularly our ability torespond to changes or to take certain actions.

The Indenture and the terms of our other debt agreements, including the Revolving Credit FacilityAgreement and the terms and conditions governing the 2015 Notes, contain a number of restrictivecovenants that impose significant operating and financial restrictions on us and may limit our ability toengage in acts that may be in our long-term best interest, including restrictions on our ability to:

• incur additional indebtedness;

• pay dividends or make other distributions or repurchase or redeem capital stock;

• prepay, redeem or repurchase certain debt;

• make loans and investments;

• sell assets;

• incur liens;

• enter into transactions with affiliates;

• alter our businesses;

• enter into agreements restricting our subsidiaries’ ability to pay dividends; and

• consolidate, amalgamate, merge or sell all or substantially all of our assets.

These restrictions are subject to a number of qualifications and exceptions. Complying with therestrictions contained in some of these covenants requires we meet certain ratios and tests. Therequirement that we comply with these provisions may materially adversely affect our ability to react tochanges in market conditions, take advantage of business opportunities we believe to be desirable, obtainfuture financing, fund needed capital expenditures, or withstand a continuing or future downturn inour business.

If we are unable to comply with the restrictions and covenants in the terms of our existing and future debtagreements, there could be a default under the terms of these agreements, which could result in an accelerationof repayment.

A breach of the covenants under the Indenture and other current and future debt agreements,including the Revolving Credit Facility Agreement and the agency agreements governing the 2015 Notesand the Notes, from time to time could result in an event of default under the applicable indebtednessagreement. Such a default may allow the creditors to accelerate the related debt and may result in theacceleration of any other debt to which a cross- acceleration or cross-default provision applies. In the eventholders of the Notes or our other creditors accelerate the repayment of our borrowings, we and oursubsidiaries may not have sufficient assets to repay that indebtedness. As a result of these restrictions, wemay be:

• limited in how we conduct our business;

• unable to raise additional debt or equity financing to operate during general economic or businessdownturns; or

• unable to compete effectively or to take advantage of new business opportunities.

These restrictions may affect our ability to grow in accordance with our strategy.

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Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations toincrease significantly.

Borrowings under the Revolving Credit Facility Agreement are at variable rates of interest and exposeus to interest rate risk. If interest rates increase, our debt service obligations on the variable rateindebtedness that is not hedged would increase even though the amount borrowed remained the same,which would require that we use more of our available cash to service our indebtedness. While we intendto manage our exposure to fluctuations in interest rates, if interest rates increase dramatically, we could beunable to service our indebtedness, which could have a material adverse effect on our business, financialcondition, results of operations and cash flows. See ‘‘Management’s Discussion and Analysis of FinancialCondition and Results of Operations—Financial risk management objectives and policies—Interest rate risk.’’

The Issuer is largely a holding company and its subsidiaries may be restricted from distributing cash to the Issuerfor purposes of meeting its obligations under the Notes.

The Issuer is largely a holding company and conducts its operations principally through, and derivesits revenues principally from, its subsidiaries. Repayment of our indebtedness, including the Notes, maydepend on the generation of cash flow by our subsidiaries and their ability to make such cash available tous, by dividend, debt repayment or otherwise. Our subsidiaries do not have any obligation to pay amountsdue on the Notes or to make funds available for that purpose. The ability of the Issuer’s subsidiaries to paydividends or make other distributions or payments to the Issuer will be subject to the availability of profitsor funds for such purpose which, in turn, will depend on the future performance of the subsidiaryconcerned which, to a certain extent, is subject to general economic, financial, competitive, legislative,regulatory and other factors that may be beyond its control.

Each subsidiary is a distinct legal entity, and, under certain circumstances, legal and contractualrestrictions may limit our ability to obtain cash from our subsidiaries. While the Indenture limits the abilityof our subsidiaries to incur consensual restrictions on their ability to pay dividends or make otherintercompany payments to us, these limitations are subject to qualifications and exceptions. If oursubsidiaries do not distribute cash to the Issuer to make scheduled payments on the Notes, the Issuer willbe dependent only on its own assets in order to make such payments and may be unable to make requiredprincipal and interest payments on our indebtedness, including the Notes.

Applicable tax laws may also subject such payments to further taxation. Applicable law may also limitthe amounts that some of our subsidiaries will be permitted to pay as dividends or distributions on theirequity interests, or even prevent such payments.

Limitations on our inability to transfer cash among and within our group may mean that even thoughwe, in aggregate, may have sufficient resources to meet our obligations, we may not be permitted to makethe necessary transfers from one entity in our group to another entity in our group in order to makepayments on our obligations, including the Notes.

The Notes are structurally subordinated to all existing and future indebtedness of our subsidiaries.

The Notes are not guaranteed by any of the Issuer’s subsidiaries and are structurally subordinated toall existing and future indebtedness of the Issuer’s subsidiaries. The Issuer only has a shareholder’s claim inthe assets of its subsidiaries. In the event any of these subsidiaries becomes insolvent, liquidates orotherwise reorganizes, the creditors of such subsidiaries, including trade creditors, will generally be entitledto payment in full from the sale or other disposal of the assets of such subsidiary before the Issuer, as adirect or indirect shareholder, will be entitled to receive any distributions from such subsidiary. As ofDecember 31, 2013, the Issuer’s subsidiaries had A6.8 million of financial indebtedness (consisting ofoverdraft facilities), all of which would have been structurally senior to the Additional Notes.

The Notes are effectively subordinated to any existing and future secured indebtedness of the Issuer to the extent ofthe value of the collateral securing that indebtedness.

The Notes will not be secured by any of our assets. As a result, the Notes will be effectivelysubordinated to our existing and future secured indebtedness with respect to the collateral that securessuch indebtedness. The effect of this subordination is that upon a default in payment on, or theacceleration of, any of our secured indebtedness, or in the event of our bankruptcy, insolvency, liquidation,dissolution, reorganization or other insolvency proceeding, the proceeds from the sale of collateralsecuring our secured indebtedness will be available to pay obligations on the Notes only after all

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indebtedness secured by collateral has been paid in full. As a result, the holders of the Notes may receiveless, ratably, than the creditors of our secured indebtedness in the event of our bankruptcy, insolvency,liquidation, dissolution, reorganization or other insolvency proceeding.

We may not be able to repurchase the Notes upon a change of control.

Upon the occurrence of specific kinds of change of control events (as set forth in the Indenture), wewill be required to offer to repurchase in cash all outstanding Notes at 101% of their principal amount,plus accrued and unpaid interest and additional amounts, if any, to the purchase date. The source of fundsfor any purchase of the Notes would be our available cash or cash generated from our subsidiaries’operations or other sources, including borrowings, sales of assets or sales of equity. We may not be able torepurchase the Notes upon a change of control because we may not have sufficient financial resources topurchase all of the Notes that are tendered upon a change of control and repay any of our otherindebtedness that may become due. We may require additional financing from third parties to fund anysuch purchases, and we may be unable to obtain financing on satisfactory terms or at all. Our failure torepurchase Notes when due would result in a default under the Indenture. Furthermore, our ability torepurchase the Notes may be limited by law. In order to avoid the obligations to repurchase the Notes, wemay have to avoid certain transactions that constitute a change of control under the Indenture even thoughsuch transactions may be beneficial to us.

In addition, some important corporate events, such as leveraged recapitalizations, may not constitutea ‘‘change of control’’ under the Indenture and therefore would not require us to offer to repurchase theNotes, even though those corporate events could increase the level of our indebtedness or otherwiseadversely affect our capital structure, credit ratings or the value of the Notes. See ‘‘Description of theNotes—Repurchase at the Option of Holders—Change of Control.’’

Holders of the Notes may not be able to determine when a change of control giving rise to their right to have the Notesrepurchased has occurred following a sale of ‘‘substantially all’’ of our assets.

The definition of change of control in the Indenture includes a phrase relating to the sale of ‘‘all orsubstantially all’’ of the assets of the Issuer and its restricted subsidiary. There is no precise establisheddefinition of the phrase ‘‘substantially all’’ under applicable law. Accordingly, the ability of a holder of theNotes to require us to repurchase the Notes as a result of a sale of less than all of the assets of the Issuerand its restricted subsidiary to another person may be uncertain.

The interests of our shareholders may be inconsistent with the interests of holders of the Notes.

The interests of our various shareholders could conflict with the interests of the holders of the Notes,particularly if we encounter financial difficulties or are unable to pay our debts when due. Ourshareholders could cause us to pursue acquisitions, divestitures, financings, dividend distributions or othertransactions (subject to the limitations set forth in the Indenture) that, in their judgment, could enhancetheir equity investments, although such transactions might involve risks to holders of the Notes.Furthermore, no assurance can be given that our principal shareholders will not sell all or any part of theirrespective shareholdings at any time nor that they will not look to reduce their holding by means of a saleto a strategic investor, an equity offering or otherwise. Such divestitures may not trigger a change ofcontrol under the Indenture.

Investors may face foreign exchange risks by investing in the Notes.

The Notes will be denominated and payable in euros. If investors measure their investment returns byreference to a currency other than euros, an investment in the Notes will entail foreign exchange-relatedrisks due to, among other factors, possible significant changes in the value of the euro relative to thecurrency by reference to which such investors measure the return on their investments. These changes maybe due to economic, political and other factors over which we have no control. Depreciation of the euroagainst the currency by reference to which such investors measure the return on their investments couldcause a decrease in the effective yield of the Notes below their stated coupon rates and could result in aloss to investors when the return on the Notes is translated into the currency by reference to which suchinvestors measure the return on their investments. Investments in the Notes by U.S. investors may alsohave important tax consequences as a result of foreign exchange gains or losses, if any. See ‘‘Certain TaxConsiderations—Certain U.S. Federal Income Tax Considerations.’’

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You might have difficulty enforcing your rights against us and our directors and officers.

We are organized under the laws of France. All of our directors and officers reside principally outsidethe United States, and a substantial portion of our assets as well as of the assets of our directors andexecutive officers are located outside the United States. As a result, it may not be possible for you to effectservice of process upon us or upon our directors and executive officers within the United States or toenforce judgments obtained in U.S. courts against us or against our directors or executive officerspredicated upon civil liability provisions of the federal securities laws of the United States or the securitiesor ‘‘blue sky’’ laws of any state within the United States. See ‘‘Service of Process and Enforcement of CivilLiabilities.’’ Furthermore, the bankruptcy, insolvency, foreign exchange, administration and other laws ofFrance may be materially different from those of the United States, including in respect of creditors’ rights,priority of creditors, the ability to obtain post-petition interest and the duration of the insolvencyproceeding. See ‘‘—The insolvency laws of France may not be as favorable to you as the insolvency laws of theUnited States or those of another jurisdiction with which you are familiar.’’

The insolvency laws of France may not be as favorable to you as the insolvency laws of the United States or those ofanother jurisdiction with which you are familiar.

The Issuer is organized under the laws of France. The insolvency laws of foreign jurisdictions may notbe as favorable to your interests as the laws of the United States or other jurisdictions with which holdersof Notes are familiar. In particular, the French bankruptcy laws and regulations are unfavorable tocreditors in many respects. Your ability and the rights of the Trustee, or any co-trustee, who represents theholders of the Notes to enforce your rights or remedies under the Indenture may be significantly impairedby the provisions of applicable French bankruptcy, insolvency and other restructuring legislation. Wecannot predict whether payments under the Notes would be made during any proceedings in bankruptcy,insolvency or other restructuring, whether or when you or the Trustee, or any co-trustee, could exercisetheir rights under the Indenture or whether, and to what extent, the holders of the Notes would becompensated for any delays in payment of principal, interest and costs, including fees and disbursements ofthe Trustee, or any co-trustee. Accordingly, if we were to become subject to such proceedings, we maycease making payments on the Notes and you and the Trustee, or any co-trustee, may not be able toexercise your rights under the Indenture following commencement of or during such proceedings withoutleave of the court. See ‘‘Certain French Insolvency Law Considerations’’ for a general discussion ofinsolvency proceedings governed by French law.

The Notes will initially be held in book-entry form and therefore investors must rely on the procedures of the relevantclearing systems to exercise any rights and remedies.

The Notes will initially only be issued in global certificated form and held through Euroclear andClearstream, Luxembourg. Interests in the global Notes will trade in book-entry form only, and Notes indefinitive registered form, or definitive registered Notes, will be issued in exchange for book-entry interestsonly in very limited circumstances. Owners of book-entry interests will not be considered owners or holdersof Notes. The common depositary, or its nominee, for Euroclear and Clearstream, Luxembourg will be thesole registered holder of the global notes representing the Notes. Payments of principal, interest and otheramounts owing on or in respect of the global notes representing the Notes will be made to the PayingAgent, which will make payments to Euroclear and Clearstream, Luxembourg. Thereafter, these paymentswill be credited to participants’ accounts that hold book-entry interests in the global Notes representing theNotes and credited by such participants to indirect participants. After payment to the common depositaryfor Euroclear and Clearstream, Luxembourg, the Issuer will have no responsibility or liability for thepayment of interest, principal or other amounts to the owners of book-entry interests. Accordingly, ifinvestors own a book-entry interest, they must rely on the procedures of Euroclear and Clearstream,Luxembourg, and if investors are not participants in Euroclear and Clearstream, Luxembourg, they mustrely on the procedures of the participant through which they own their interest, to exercise any rights andobligations of a holder of Notes under the Indenture.

Unlike the holders of the Notes themselves, owners of book-entry interests will not have the directright to act upon the Issuer’s solicitations for consents, requests for waivers or other actions from holdersof the Notes. Instead, if an investor owns a book-entry interest, it will be permitted to act only to the extentit has received appropriate proxies to do so from Euroclear and Clearstream, Luxembourg. Theprocedures implemented for the granting of such proxies may not be sufficient to enable such investor tovote on a timely basis.

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Similarly, upon the occurrence of an event of default under the Indenture, unless and until definitiveregistered Notes are issued in respect of all book-entry interests, if investors own book-entry interests, theywill be restricted to acting through Euroclear and Clearstream, Luxembourg. The procedures to beimplemented through Euroclear and Clearstream, Luxembourg may not be adequate to ensure the timelyexercise of rights under the Notes. See ‘‘Book-Entry; Delivery and Form.’’

Transfer of the Notes will be restricted, which may adversely affect the value of the Additional Notes.

Because the Notes have not been, or will not be, registered under the U.S. Securities Act or thesecurities laws of any other jurisdiction, they may not be offered or sold in the United States except toQIBs in accordance with Rule 144A, in offshore transactions in accordance with Regulation S or pursuantto another exemption from, or in a transaction not subject to, the registration requirements of theU.S. Securities Act and all other applicable laws. These restrictions may limit the ability of investors toresell the Notes. It is the obligation of investors in the Notes to ensure that all offers and sales of the Noteswithin the United States and other countries comply with applicable securities laws. See ‘‘TransferRestrictions.’’

Your ability to transfer the Notes may be limited by the absence of an active trading market, and an active tradingmarket may not develop for the Notes.

Although an application has been made to the Luxembourg Stock Exchange to list the AdditionalNotes on the official list of the Luxembourg Stock Exchange, where the Existing Notes currently trade, wecannot assure you that the existing listing will be extended to cover the Additional Notes. In addition, theinitial purchaser intends to make a market in the Notes, as permitted by applicable laws and regulations.However, the initial purchaser is not obligated to make a market in the Notes and, if commenced, maydiscontinue its market-making activities at any time without notice. Therefore, an active market for theNotes may not develop or be maintained, which could adversely affect the market price and the liquidity ofthe Notes. In that case, the holders of the Notes may not be able to sell their Notes at a particular time orat a favorable price.

Even if an active trading market for the Notes does develop, there is no guarantee that it willcontinue. Historically, the market for non-investment grade debt has been subject to severe disruptionsthat have caused substantial volatility in the prices of securities similar to the Notes. The market, if any, forthe Notes may experience similar disruptions and any such disruptions may adversely affect the liquidityin that market or the prices at which you may be able to sell your Notes. In addition, subsequent to theirinitial issuance, the Notes may trade at a discount from their initial offering price, depending uponprevailing interest rates, the market for similar notes, our performance and other factors.

A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our futureborrowing costs and reduce our access to capital.

Our debt securities currently have a non-investment grade rating, and any rating assigned could belowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstancesrelating to the basis of the rating, such as adverse changes, so warrant. Consequently, real or anticipatedchanges in our credit rating will generally affect the market value of the Notes. Credit ratings are notrecommendations to purchase, hold or sell the Notes. Additionally, credit ratings may not reflect thepotential effect of risks relating to the structure or marketing of the Notes.

The Additional Notes may not become, or remain, listed on the Luxembourg Stock Exchange.

Although the Existing Notes are currently listed on the Official List of the Luxembourg StockExchange and the Issuer has covenanted in the Indenture to maintain this listing for as long as the Notesare outstanding, the Issuer cannot assure you that listing will be extended to cover the Additional Notes. Ifthe Issuer determines that it can no longer reasonable comply with the requirements for listing the Noteson the Official List of the Luxembourg Stock Exchange or it becomes unduly onerous to maintain suchlisting or it will not otherwise maintain such listing, the Issuer may cease to maintain such listing on theOfficial List of the Luxembourg Stock Exchange, provided that it will use commercially reasonable effortsto obtain and maintain the listing of the Notes on another stock exchange, although there can be noassurance that the Issuer will be able to do so. Although no assurance is made as to the liquidity of theNotes as a result of listing on the Official List of the Luxembourg Stock Exchange or another recognizedlisting exchange for comparable issuers in accordance with the Indenture, the delisting of the Notes from

37

the Official List of the Luxembourg Stock Exchange or another listing exchange in accordance with theIndenture may have a material adverse effect on the ability of a holder of a Note to resell such Note in thesecondary market.

French tax legislation may restrict the deductibility, for French tax purposes, of all or a portion of the interest on ourindebtedness incurred in France, thus reducing the cash flow available to service our indebtedness.

Under Article 212, II of the French Code general des impots, the deduction of interest paid on loansgranted by a related party or on loans granted by a third party that are guaranteed by a related party issubject to certain limitations. Deductions for interest paid on such loans may be partially disallowed in thefinancial year during which they are incurred if such interest exceeds each of the following: (i) the amountof such interest multiplied by the ratio of (a) 1.5 times the company’s net equity to (b) the average amountof indebtedness owed to related parties (and assimilated indebtedness owed to third parties) over therelevant financial year; (ii) 25% of the company’s earnings before tax and extraordinary items (as adjustedfor the purpose of these limitations); and (iii) the amount of interest received by the indebted companyfrom related parties. Deductions may be disallowed for the portion of interest that exceeds in a relevantfinancial year the highest of the above three limitations if such portion of interest exceeds A150,000.

In addition, Articles 212 bis and 223 B bis of the French Code general des impots, implemented byArticle 23 of the French Finance Law for 2013 (loi de finances pour 2013) no. 2012-1509 datedDecember 29, 2012 provides for a general limitation on the deductibility of financial expenses. UnderArticle 212 bis of the French Code general des impots, adjusted net financial expenses incurred by Frenchcompanies that are not members of a French tax group are deductible from their taxable result only up to85% of their amount in respect of financial years closed as from December 31, 2012 and only up to 75% oftheir amount in respect of financial years opened as from January 1, 2014, to the extent that suchcompanies’ amount of financial expenses (net of financial income) exceeds A3.0 million in a givenfinancial year.

Article 223 B bis of the French Code general des impots provides for the same limitation for thedetermination of the French tax group’s taxable result and, therefore, with respect to the adjustedaggregated net financial expenses incurred by companies that are members of such tax group with respectto loans granted by companies that are not members of such tax group, to the extent that the tax groupcompanies’ aggregated financial expenses (net of financial income) exceed A3.0 million in a given financialyear. Pursuant to Bulletin officiel des Finances Publiques-Impots BOI-IS-BASE-35-40, no 70, datedAugust 6, 2013, the portion of net financial expenses which is not deductible by virtue of Article 212 bis ofthe French Code general des impots is not to be recharacterized as a ‘‘deemed distribution’’ pursuant toArticle 109 et seq. of the French Code general des impots and, therefore, is not subject to the withholdingtax set out under Article 119 bis 2 of the French Code general des impots. This position is very likely to betransposed to the limitation set forth by Article 223 B bis of the French Code general des impots.

Article 212, I of the French Code general des impots, as modified by Article 22 of the French FinanceLaw for 2014 (loi de finances pour 2014), no. 2013-1278 dated December 29, 2013, subjects the deduction ofinterest paid on loans granted by a related company within the meaning of Article 39.12 of the FrenchCode general des impots to a minimum taxation of the lender. According to Article 212, I-b) of the FrenchCode general des impots, such minimum taxation is met where the borrower demonstrates, upon the Frenchtax authorities’ request, that (i) the lender is subject to income tax on the interest received and (ii) theincome tax rate applicable to such interest is at least equal to 25% of the French standard corporateincome tax rate.

Where the lender is not domiciled or established in France, the borrower’s compliance withconditions (i) and (ii) is to be assessed as if the borrower were domiciled or established in France.

Please note that the description of the rules above is based on non-official comments given orally bythe French tax authorities. According to the latter, the related administrative guidelines should bepublished in the course of 2014. Differences in interpretation may then occur.

At this stage, although it is unlikely, one cannot exclude the possibility that the interest that would notbe actually deductible pursuant to Article 212, I-b) of the French Code general des impots might berecharacterized as a ‘‘deemed distribution’’ pursuant to Article 109 et seq. of the French Code general desimpots and subject to the withholding tax set out under Article 119 bis 2 of the French Code general desimpots at a rate of 30% or 75%, subject to the more favorable provisions of tax treaties concludedby France.

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Our ability to deduct interest accrued on our indebtedness is likely to be limited by theaforementioned tax rules provided for by Article 212, II of the French Code general des impots and/orArticles 212 bis and 223 B bis of the French Code general des impots and/or Article 212 I-b) of the FrenchCode general des impots and our tax burden is likely to increase and therefore negatively impact ourfinancial condition and results of operations. In addition, our cash flow might also be negatively impactedshould we have to pay additional amounts on payments in respect of the Notes as a result of the levying ofthe withholding tax referred to in the preceding paragraph. See ‘‘Description of the Notes—AdditionalAmounts.’’

Financial Transaction Tax

The proposed financial transaction tax (the ‘‘FTT’’) may cause transactions in the Notes to be subjectto high costs and the liquidity of the market for the Notes may be diminished.

The European Commission has published a proposal for a Directive for a common FTT in Belgium,Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia(the ‘‘Participating Member States’’).

The proposed FTT has very broad scope and could, if introduced in its current form, apply to certaindealings in the Notes (including secondary market transactions) in certain circumstances. The FTT wouldimpose a charge at generally not less than 0.1% of the sale price on such transactions. Primary markettransactions referred to in Article 5(c) of Regulation (EC) No 1287/2006 are exempt.

Under current proposals the FTT could apply in certain circumstances to persons both within andoutside of the Participating Member States. Generally, it would apply to certain dealings in the Noteswhere at least one party is a financial institution, and at least one party is established in a ParticipatingMember State. A financial institution may be, or be deemed to be, ‘‘established’’ in a ParticipatingMember State in a broad range of circumstances, including (a) by transacting with a person established in aParticipating Member State or (b) where the financial instrument which is subject to the dealings is issuedin a Participating Member State.

The FTT proposal remains subject to negotiation between the Participating Member States and is thesubject of legal challenge. It may therefore be altered prior to any implementation, the timing of whichremains unclear. Additional EU Member States may decide to participate. If the proposed directive or anysimilar tax is adopted, transactions in the Notes would be subject to higher costs, and the liquidity of themarket for the Notes may be diminished. Potential holders of the Notes are advised to seek their ownprofessional advice in relation to the FTT.

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USE OF PROCEEDS

We estimate that the gross proceeds of the Offering will be A132.2 million.

We intend to use the net proceeds of the Offering to pay all or a part of (i) the purchase price of the2015 Notes in the Tender Offer (including accrued and unpaid interest, as described in the separate tenderoffer memorandum) and (ii) related fees and expenses.

The following table sets forth our expected estimated sources and uses of funds from the issuance ofthe Additional Notes, assuming that we purchase A55.0 million of 2015 Notes in the Tender Offer at anassumed purchase price of 108.071% of par, or A54,036 per A50,000 principal amount of 2015 Notes.Actual amounts may vary from estimated amounts depending on several factors, including the results ofthe Tender Offer and the differences between estimated and actual fees and expenses.

Sources of Funds Amount Uses of Funds Amount

(millions (millionsof euros) of euros)

Proceeds from the Offering(1) . . . . . . . 132.2 Purchase of 2015 Notes in the TenderOffer(2) . . . . . . . . . . . . . . . . . . . . . 55.0

Tender Offer premium(2) . . . . . . . . . . 4.4Accrued interest . . . . . . . . . . . . . . . . 0.8Transaction costs(3) . . . . . . . . . . . . . . 1.4Cash(2) . . . . . . . . . . . . . . . . . . . . . . . 70.6

Total Sources . . . . . . . . . . . . . . . . . . 132.2 Total Uses . . . . . . . . . . . . . . . . . . . . 132.2

Note:

(1) Reflects the proceeds from the issuance of the Additional Notes at an offering price of 105.75% but excludes payment ofinterest accrued from April 1, 2014 to the Issue Date.

(2) Assumes that we purchase A55.0 million of 2015 Notes in the Tender Offer at an assumed purchase price of 108.071% of par, orA54,036 per A50,000 principal amount of 2015 Notes. For each additional A50,000 principal amount of 2015 Notes purchased inthe Tender Offer, there will be a corresponding decrease of A50,000 in the aggregate principal amount of 2015 Notesoutstanding and a A54,036 increase in the aggregate purchase price of the 2015 Notes in the Tender Offer and a relateddecrease in cash on hand from the net proceeds of this Offering, each on an as adjusted basis. Any aggregate principal amountof 2015 Notes purchased in the Tender Offer (including any related premium and accrued interest) that exceeds the netproceeds from this Offering will be funded with cash on hand or borrowings under our Revolving Credit Facility. See‘‘Capitalization’’ and ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity andCapital Resources.’’

(3) Represents estimated fees and expenses associated with this Offering and the Tender Offer, including fees of the dealermanager and the initial purchaser and other transaction costs. Actual fees and expenses may differ.

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CAPITALIZATION

The following table sets forth the cash and cash equivalents and capitalization of Cegedim as ofDecember 31, 2013 on an actual consolidated basis based on the Audited Financial Statements, on aconsolidated basis and as adjusted to give effect to the 2014 Refinancing Transactions, as described under‘‘Use of Proceeds.’’ The adjustments are based on available information and contain assumptions made byour management. Actual amounts may vary from estimated amounts depending on several factors,including differences between estimated and actual fees and expenses.

The following table assumes that we purchase A55.0 million of 2015 Notes in the Tender Offer at anassumed purchase price of 108.071% of par, or A54,036 per A50,000 principal amount of 2015 Notes.Actual amounts may vary from estimated amounts depending on several factors, including the results ofthe Tender Offer and the differences between estimated and actual fees and expenses.

The table below should be read in conjunction with ‘‘Summary—Recent Developments,’’ ‘‘SelectedHistorical Consolidated Financial Information,’’ ‘‘Use of Proceeds,’’ ‘‘Management’s Discussion andAnalysis of Financial Condition and Results of Operations,’’ ‘‘Description of Other Indebtedness andFinancing Arrangements,’’ ‘‘Description of the Notes,’’ and the Audited Financial Statements and therelated notes included elsewhere in this offering memorandum.

December 31, 2013

Historical As Adjusted

(millions of euros)

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67.0 137.6

Financial debtRevolving Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —2015 Notes(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168.6 113.6Existing Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 300.0 300.0Additional Notes offered hereby(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 125.0FCB Loan(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45.1 45.1Current bank loans (overdraft facilities)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.7 12.7Accrued interest on financial debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.1 9.3Debt issuance costs(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7.5) (8.9)

Total financial debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 529.0 596.8

Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 345.8 345.8

Total capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 807.8 805.0

Notes:

(1) Assumes that we purchase A55.0 million of 2015 Notes in the Tender Offer at an assumed purchase price of 108.071% of par, orA54,036 per A50,000 principal amount of 2015 Notes. For each additional A50,000 principal amount of 2015 Notes purchased inthe Tender Offer, there will be a corresponding decrease of A50,000 in the aggregate principal amount of 2015 Notesoutstanding, a A54,054 increase in the aggregate purchase price of the 2015 Notes in the Tender Offer and a related decrease incash on hand from the net proceeds of this Offering, each on an as adjusted basis. Any aggregate principal amount of 2015Notes purchased in the Tender Offer (including any related premium and accrued interest) that exceeds the net proceeds fromthis Offering will be funded with cash on hand or borrowings under our Revolving Credit Facility.

(2) Reflects the proceeds from the issuance of the Additional Notes assuming that they are issued at par. Excludes (i) payment ofinterest accrued from April 1, 2014 to the Issue Date and (ii) any premium related to the issuance of the Notes.

(3) See ‘‘Certain Relationships and Related Party Transactions—FCB Loan’’ and ‘‘Description of Certain Financial Arrangements—FCB Loan.’’

(4) See ‘‘Description of Other Indebtedness and Financing Arrangements—Overdraft Facilities.’’

(5) Assumes that capitalized debt issuance costs relating to the 2015 Notes to be repurchased pursuant to the Tender Offer will beexpensed and that all costs related to the issuance of the Additional Notes and the Tender Offer (excluding the Tender Offerpremium) will be capitalized.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The following tables present selected historical consolidated financial information and other data forCegedim for the periods ended and as of the dates indicated below.

Our financial data as of and for each of the years ended December 31, 2011, 2012 and 2013 includedwithin the summary historical consolidated financial information have been derived from the AuditedFinancial Statements included elsewhere in this offering memorandum.

From January 1, 2011, we have applied the option under IAS 19, as amended, which allows theactuarial gains and losses relating to changes in assumptions occurring in calculating liabilities relating topension provisions and similar obligations to be accounted for directly in equity.

The following tables should be read in conjunction with ‘‘Use of Proceeds,’’ ‘‘Capitalization,’’‘‘Summary Historical Consolidated Financial Information,’’ ‘‘Management’s Discussion and Analysis ofFinancial Condition and Results of Operations,’’ ‘‘Description of the Notes’’ and our Audited FinancialStatements and the notes related thereto included elsewhere in this offering memorandum. Historicalresults are not necessarily indicative of future expected results.

Consolidated Income Statement Data

Year ended December 31,

2011 2012 2013

(millions of euros)

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 911.5 921.8 902.3

Capitalized production(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47.1 48.4 46.9Purchases used(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (105.6) (111.5) (108.3)External expenses(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (240.2) (234.7) (232.0)Taxes (other than income taxes)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (15.1) (14.7) (14.3)Payroll costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (442.2) (449.8) (433.5)Allocations to and reversals of provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . (3.9) (5.4) (6.1)Change in inventories of products in progress and finished products . . . . . . . 0.1 (0.1) 0.0Other operating income and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1.2) (0.3) 0.7EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150.4 153.6 155.7

Depreciation expenses(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (66.5) (63.5) (63.5)Operating income from recurring operations . . . . . . . . . . . . . . . . . . . . . . . . 83.9 90.1 92.1

Impairment of goodwill(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (115.0) (63.3)Non-recurrent income and expenses(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8.0) (9.9) (3.2)Other non-recurring income and expenses from operations(7) . . . . . . . . . . . . (8.0) (124.9) (66.5)

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75.9 (34.8) 25.6

Income from cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.5 0.7 0.4Cost of gross financial debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (36.4) (33.8) (48.9)Other financial income and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6.7) (11.1) (11.6)Cost of net financial debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (37.7) (44.1) (60.1)

Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (21.2) (15.9) (14.9)Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.6 8.3 (10.6)Total taxes(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6.6) (7.6) (25.5)

Share of profit (loss) for the period of equity method companies . . . . . . . . . 1.0 1.2 1.3Consolidated profit (loss) for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.7 (85.3) (58.7)

Notes:

(1) Capitalized production consists of certain R&D development costs for certain projects.

(2) Purchases used primarily include costs involved in operating our business, including purchases of goods used for our operations(such as computers), purchases of goods leased by Cegelease (such as furniture and computers), stock movements, energy andelectricity.

(3) External expenses consist of purchases of studies and goods for internal use, external services such as leasing, maintenance andinsurance, advertising, temporary employees, entertainment expenses, postal expenses and certain other miscellaneousexpenses.

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(4) Taxes reflect professional taxes, property taxes, other local taxes, company car taxes, stamp duty or other indirect, non-incometaxes.

(5) Depreciation expenses include regular depreciation and amortization of non-current assets such as land, buildings, computerhardware, industrial equipment (such as printing equipment), fixtures and facilities, transportation equipment, officeequipment, moveable property and capitalized R&D projects.

(6) Impairment charges of A115.0 million and A63.3 million were recognized for the years ended December 31, 2012 and 2013,respectively reflecting the depreciation of goodwill due to the reduced growth of our CRM and Strategic Data division duringthis period, especially in mature markets in the Americas and Europe.

(7) Other non-recurring income and expenses from operations comprise the following items:

Year endedDecember 31,

2011 2012 2013

(millions of euros)Capital gains or losses on disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2.9 —Restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4.9) (11.6) (4.8)Impairment of goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (115.0) (63.3)Other non-recurring income and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3.1) (1.3) 1.6

Other non-recurring income and expenses from operations . . . . . . . . . . . . . . . . . . . . . . . . . (8.0) (124.9) (66.5)

(8) Total taxes include tax paid on income and deferred taxes.

Consolidated Balance Sheet Data

As of December 31,

2011 2012 2013

(millions of euros)

Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 725.1 613.7 528.5Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191.4 210.1 223.9Tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44.1 41.7 32.3Long-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.5 13.9 14.0Other assets and receivables(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70.9 82.6 66.0

Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,043.0 962.1 864.6

Goods and services in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.6 11.0 10.6Advances received and other receivables(2) . . . . . . . . . . . . . . . . . . . . . . . . 26.9 39.7 32.4Accounts receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 222.4 215.2 230.0Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.3 16.9 16.6Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73.1 43.5 67.0

Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 350.3 326.2 356.6

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,393.3 1,288.3 1,221.2

Shareholders’ equity, Group share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 515.7 424.8 345.4Minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.5 0.5 0.4

Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 516.2 425.3 345.8

Long-term financial liabilities(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 483.7 457.1 513.7Provisions and other liabilities(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59.3 60.0 48.3

Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 543.0 517.1 562.0

Short-term financial liabilities(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51.9 72.6 24.6Accounts payable and related accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . 92.1 91.1 108.3Tax and social liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119.5 123.9 124.8Provisions and other liabilities(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70.6 58.4 55.8

Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 334.1 345.9 313.4

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,393.3 1,288.3 1,221.2

Notes:

(1) Other assets and receivables consists of (i) equity shares in equity method companies, (ii) government deferred tax,(iii) accounts receivable and (iv) other receivables.

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(2) Advances received and other receivables consist of (i) advances and deposits received on orders and (ii) other receivables.

(3) Long term and short term financial liabilities include liabilities under our employee profit sharing plans in the total amount ofA8.9 million in 2013.

(4) Provisions and other liabilities consist of (i) liabilities under financial instruments, (ii) deferred tax liabilities, (iii) provisions and(iv) other liabilities.

(5) Provisions and other liabilities consist of (i) liabilities under financial instruments, (ii) provisions and (iii) other liabilities.

Consolidated Cash Flow Statement Data

Year ended December 31,

2011 2012 2013

(millions of euros)

Net cash flow from (used in) operating activities . . . . . . . . . . . . . . . . . . . . . . . 141.5 116.9 149.6Net cash flow from (used in) investing activities . . . . . . . . . . . . . . . . . . . . . . . . (80.9) (97.6) (72.4)Net cash flow from (used in) financing activities . . . . . . . . . . . . . . . . . . . . . . . (67.8) (69.1) (42.7)

Total cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7.2) (49.9) 34.4

Net cash at the beginning of the period(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78.0 71.7 21.5Net cash at the end of the period(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71.7 21.5 54.2Net increase (decrease) in net cash(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6.3) (50.3) 32.8

Note:

(1) Net cash is defined as cash and cash equivalents less the outstanding balance under the current bank loans (overdraft facilities).

Division Data

Beginning in the fourth quarter of 2013, we began segregating the activities that the Issuer performs asthe parent company of a listed group, as well as the support it provides to the three operating divisions intoa fourth, newly introduced, division named ‘‘Reconciliation.’’ This division includes: (1) support activitiesthat are invoiced at market prices to the relevant operating division (such as bookkeeping, humanresources and cash management, legal assistance and marketing services) and (2) certain parent companyactivities that cannot be attributed to any single division or business line (such as Group strategymanagement, producing consolidated information and financial communications). The Reconciliationdivision’s activities are performed chiefly by the Issuer, our parent company, which also carries out certainoperational activities, the most important of which is CRM and Strategic Data. Previously, Reconciliationdivision activities had been housed within the division to which the Issuer’s principal operational activitybelongs: CRM and Strategic Data. In addition to intra-company revenues, which are eliminated inconsolidation, our Reconciliation division also records a small amount of external rental revenue on realestate assets attached to divested business, from which the Group continues to collect lease payments. Thisnew segment reporting will allow for a better understanding and assessment of the operationalperformance of our three operating divisions.

To ensure the comparability of revenues, EBITDA and operating income from recurring operationsfigures by division between 2012 and 2011, on the one hand, and 2013 and 2012, on the other hand, thetable below shows our 2012 revenues, EBITDA and operating income from recurring operations figures (i)as reported in the financial statements for the year ended December 31, 2012 (before the introduction of

44

the Reconciliation division), and (ii) as reported in the financial statements for the year endedDecember 31, 2013 (after the introduction of the Reconciliation division).

Year ended December 31,

2011 2012 2012 2013

(millions of euros, exceptpercentages)

As reported in As reported in2012 2013

RevenuesCRM and Strategic Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 510.6 488.1 482.9 452.8Healthcare Professionals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 259.8 282.6 287.3 288.8Insurance and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141.0 151.0 151.2 160.0Reconciliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 0.4 0.6

Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 911.5 921.8 921.8 902.3

EBITDACRM and Strategic Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60.3 60.3 64.0 62.7Healthcare Professionals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58.7 59.0 59.4 59.7Insurance and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31.4 34.3 34.5 38.6Reconciliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (4.3) (5.3)

Total EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150.4 153.6 153.6 155.7

Operating income from recurring operationsCRM and Strategic Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33.6 32.7 37.6 38.3Healthcare Professionals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29.3 35.2 35.6 35.5Insurance and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.0 22.3 22.4 24.7Reconciliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (5.5) (6.4)

Total operating income from recurring operations . . . . . . . . . . . . . . . . 83.9 90.1 90.1 92.1

EBITDA MarginCRM and Strategic Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.8% 12.4% 13.2% 13.8%Healthcare Professionals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.6% 20.9% 20.7% 20.7%Insurance and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.2% 22.7% 22.8% 24.1%Reconciliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — n.m. n.m.

Group EBITDA Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.5% 16.7% 16.7% 17.3%

Operating income from recurring operations marginCRM and Strategic Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.6% 6.7% 7.8% 8.5%Healthcare Professionals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.3% 12.4% 12.4% 12.3%Insurance and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.9% 14.7% 14.8% 15.5%Reconciliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — n.m. n.m.

Group operating income from recurring operations margin . . . . . . . . . . 9.2% 9.8% 9.8% 10.2%

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS

The following should be read in conjunction with the information set forth under ‘‘Selected HistoricalConsolidated Financial Information’’ and our Audited Financial Statements prepared in accordance with IFRSand the notes thereto included elsewhere in this offering memorandum.

The following discussion includes forward-looking statements based on assumptions about our futureperformance. Our actual results could differ materially from those contained in these forward-lookingstatements as a result of many factors, including but not limited to those described under ‘‘Forward-lookingStatements,’’ ‘‘Risk Factors’’ and elsewhere in this offering memorandum.

All percentages may be calculated on non-rounded figures and therefore may vary from percentagescalculated on rounded figures.

Except as otherwise indicated, the following discussion is based on our Audited Financial Statements forthe years ended December 31, 2012 and 2013 included elsewhere in this offering memorandum. For the purposeof comparison between the years ended December 31, 2011 and 2012, we have used the audited comparativefinancial information for the year ended December 31, 2011 as published in the Audited Financial Statementsfor the year ended December 31, 2012, which do not account for the new segmentation of corporate costs intofour divisions and the addition of a Reconciliation division, which occurred at the end of 2013. The optionunder IAS 19, as amended, allows the actuarial gains and losses relating to changes in assumptions occurring incalculating liabilities relating to pension provisions and similar obligations to be accounted for directly in equity.See ‘‘—Presentation of Our Financial Information—Change in Accounting Policies.’’

Overview

We are a leading provider of technology and information services to the healthcare industry, servingcustomers in more than 70 countries on five continents. We design, develop, implement, market, sell andtechnically support a wide range of information technology services, including specialized software anddatabase management services. We target various segments of the healthcare industry, including(1) pharmaceutical, biotech and other healthcare companies, (2) healthcare professionals and (3) healthinsurance companies. Our software and services enable our customers to test and introduce new productsquickly, identify new customers, understand the needs of existing customers more deeply, process customerorders more efficiently and generally support their customer relationships in an integrated andcost-effective manner.

Founded in France in 1969, we have been publicly listed on the Paris Stock Exchange (now the NYSEEuronext Paris Exchange) since 1995. For the year ended December 31, 2013, we generated revenues ofA902.3 million and EBITDA of A155.7 million.

Our Divisions

Our operations are organized into three operating divisions based on type of product offering andclient base: (1) CRM and Strategic Data, (2) Healthcare Professionals and (3) Insurance and Services. Afourth division, named Reconciliation, was introduced in the fourth quarter of 2013, in order to allow for abetter understanding and assessment of the operational performance of our three operating divisions.

CRM and Strategic Data. Our CRM and Strategic Data division supports the marketing and serviceoperations of pharmaceutical, biotech, other healthcare companies and other businesses by providing themwith software, data and analysis. Our range of products and services includes (i) databases containinginformation on medical practitioners and prescribers, including our OneKey database, (ii) sales andmarketing management systems, including our CRM software, (iii) strategic marketing and medicalresearch, (iv) software and analytical systems for assessing the effectiveness of advertising and promotionalactivity and (v) business intelligence services. Additionally, we provide compliance services which allowpharmaceutical, biotech and other healthcare companies to better communicate the correct usage of drugsand help them ensure that their marketing activities comply with applicable laws and regulations.

We collect and compile our data through our software, market research and the activities of ourHealthcare Professionals division. We then make the data available through our databases and otherproducts to our customers, who require access to information that is normally held by individual healthcarecompanies and professionals. In particular, we believe our OneKey database, which contains informationon 13.7 million healthcare professionals worldwide, is the most comprehensive database of healthcare

46

professionals currently available. This represents an increase of 5.2 million additional data sources as aresult of the merger of the US Compliance Database into our existing OneKey product. This productsallows our users to obtain accurate information on healthcare professionals in various sectors and helpsthem strengthen their relationships with customers.

The clients of our CRM and Strategic Data division include all of the top 20 global pharmaceuticalcompanies as measured by revenue in the year ended December 31, 2012. Our CRM software, databasesand market research are also used by several companies in the food service, automotive and otherindustries.

For the year ended December 31, 2013, our CRM and Strategic Data division generated 50.2% of ourrevenue, primarily through (i) database subscriptions based on the number of users for each customer,(ii) data access fees based on the data requests by each customer, (iii) the sale of software and the relatedadministration, training, upgrade and enhancement fees, (iv) the sale of statistics and other marketresearch fees and (v) consultancy fees. For more information on the products and services offered by ourCRM and Strategic Data division, see the table under ‘‘Business—Our Divisions—CRM and StrategicData—Products and Services.’’

Healthcare Professionals. Our Healthcare Professionals division provides (i) software for themanagement of day-to-day practices to pharmacists, physicians, healthcare networks and paramedicalprofessionals located in the EMEA region and the United States and (ii) databases that are useful for suchhealthcare professionals. Our software and databases include electronic patient records, e-prescriptionssoftware and a medication database, the scope and content of which are tailored to the healthcareregulations and prescription processes of the various countries in which our clients operate. We alsoprovide administrative services, including installation, maintenance and hosting, as well as training and callcenter services related to our products. Furthermore, through our subsidiary Cegelease, we arrangefinancings for pharmacists and healthcare professionals in France for computer equipment (e.g., software,hardware and maintenance) and pharmacy fixtures (e.g., signs, automatic devices and furniture). In suchfinancings, we primarily act as a broker between our customers and established financial institutions.Lastly, we offer marketing and point-of-sale services to pharmacies in France.

For the year ended December 31, 2013, our Healthcare Professionals division generated 32.0% of ourrevenue, primarily through: (i) the sale of software and databases and the related administration, trainingand upgrade and enhancement fees, (ii) in respect of our medication database, user subscription fees and(iii) broker fees to Cegelease. For more information on the products and services offered by ourHealthcare Professionals division, see the table under ‘‘Business—Our Divisions—HealthcareProfessionals—Products and Services.’’

Insurance and Services. Our Insurance and Services division provides information managementsoftware and services for healthcare insurers predominantly in France. Our portfolio of services facilitatesthe management of direct healthcare billing and payment, electronic data interchange (primarily for clientsof our other products and services) and processing of claims. We also offer management, administrative, ITand e-business services and provide up-to-date information on significant changes in regulatory andcompetitive conditions in the health insurance industry.

For the year ended December 31, 2013, our Insurance and Services division generated 17.7% of ourrevenue, primarily through (i) the sale of software and the related administration, training and upgradeand enhancement fees and (ii) service fees in respect of our management, administrative, IT ande-business services, including pay per transaction fees. For more information on the products and servicesoffered by our Insurance and Services division, see the table under ‘‘Business—Our Divisions—Insuranceand Services—Products and Services.’’

Reconciliation. Beginning in the fourth quarter of 2013, we began segregating the activities that theIssuer performs as the parent company of a listed group, as well as the support it provides to the threeoperating divisions into a fourth, newly introduced, division named ‘‘Reconciliation.’’ This divisionincludes: (1) support activities that are invoiced at market prices to the relevant operating division (such asbookkeeping, human resources and cash management, legal assistance and marketing services) and(2) certain parent company activities that cannot be attributed to any single division or business line (suchas Group strategy management, producing consolidated information and financial communications). TheReconciliation division’s activities are performed chiefly by the Issuer, our parent company, which alsocarries out certain operational activities, the most important of which is CRM and Strategic Data.Previously, Reconciliation division activities had been housed within the division to which the Issuer’s

47

3APR201422205339

4APR201416284005

4APR201414420468 3APR201422205530 3APR201422205684

principal operational activity belongs: CRM and Strategic Data. In addition to intra-company revenues,which are eliminated in consolidation, our Reconciliation division also records a small amount of externalrental revenue on real estate assets attached to divested business, from which the Group continues tocollect lease payments. This new segment reporting will allow for a better understanding and assessment ofthe operational performance of our three operating divisions. For the year ended December 31, 2013,revenue contribution of our Reconciliation division to the Group was not significant.

The chart below provides the breakdown of our total revenue of our three operating divisions for theyear ended December 31, 2013:

Revenue by Division

HealthcareProfessionals

32%

Insurance& Services

18%

CRM &Strategic

Data50%

The chart below provides the breakdown of our total revenue by geographic region (recognized in theregion in which invoices are generated) for the year ended December 31, 2013:

Revenue by Geographic Region

EMEA(excluding

France)26%

Americas13%

APAC4%

France57%

The charts below provide the breakdown of our total revenue by geographic region (recognized in theregion in which invoices are generated) for each operating division, for the year ended December 31, 2013:

Revenue by Geographic Region and by Division

CRM and Strategic Data Healthcare Professionals Insurance and Services

APAC9%

France33%

EMEA(excluding France)

36%

Americas22%

France72%

Americas4%

EMEA(excluding

France)24%

France99.6%

EMEA(excluding

France)0.4%

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For information on the main products and services offered in each of our divisions, see ‘‘Business—Our Divisions—CRM and Strategic Data—Products and Services,’’ ‘‘Business—Our Divisions—HealthcareProfessionals—Products and Services’’ and ‘‘Business—Our Divisions—Insurance and Services—Productsand Services.’’

Factors that Affect Our Results of Operations

Industry Factors

Our three operating divisions conduct business in three different markets within the healthcareindustry: (i) databases and software for the healthcare industry, mainly for pharmaceutical companies,(ii) databases and software for healthcare professionals and (iii) software, electronic third party payments(electronic reimbursements) system and management, processing of claims, and related services forhealthcare insurance companies in France.

CRM and Strategic Data

The market for databases and software for the healthcare industry is impacted by the following maintrends that affect the drug marketing methods and expenses of pharmaceutical companies:

• In recent years, a significant number of Blockbuster Drug patents have expired. As a result,branded drugs have been facing increased competition from generic drugs, resulting in a significantreduction of marketing efforts and expenses for branded drugs and a decrease in the number ofmedical representatives. In more mature markets, this competition has been further intensifyingdue to governmental cost-cutting measures encouraging the prescription of generic medications.

• In addition, pharmaceutical companies have been introducing fewer new drugs to the market due to(i) a lack of candidate drugs resulting from a lower level of R&D in the past few years, (ii) thedifficulty of securing intellectual property rights in an increasingly competitive and litigiousenvironment and (iii) heightened regulatory approval requirements. This drop in the number ofnew drugs has led to a decrease in the need for their marketing and a decrease in the number ofmedical representatives.

Notwithstanding these recent trends, we believe that their impact on our business will diminish in thecoming years as:

• The rate of the Blockbuster Drugs patent expiration is expected to decline over the next years andthe pharmaceutical companies’ pipeline is improving.

• Pharmaceutical companies have been diversifying their product offerings, partially shifting awayfrom primary care R&D and focusing more on specialty drugs, such as medications for cancer,diabetes or heart disease. This focus on specialty drugs has resulted in the creation of smallergroups of highly trained medical representatives, requiring more sophisticated databases, software,and market research for the targeted marketing of these specialty drugs.

• In addition, pharmaceutical companies have been focusing on emerging markets, where favorabledemographics, higher standards of living and greater government support for expanding insurancecoverage outweigh the negative trends in more mature markets.

These trends have not impacted all pharmaceutical companies equally. Large pharmaceuticalcompanies have most acutely felt the effect of the increased competition from generic drugs and havereduced their marketing budgets and, as a result, the number of their medical representatives. In contrast,medium to small pharmaceutical companies, including biotech research companies that have been able tobring drug candidates to market, tended to increase their marketing budget.

Finally, in recent years, regulations governing the marketing of pharmaceutical products haveincreased. Pharmaceutical companies and their medical representatives have been increasingly requiredunder regulations, such as the 2010 Physician Payment Sunshine Act in the United States, to keep track oftheir marketing activity, including which healthcare professionals they visit, how often they visit them andthe product samples and promotional items they distribute. This has led to the development of new specificsoftware designed to help pharmaceutical companies keep track of, and comply with, these requirements.

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Healthcare Professionals

As part of efforts by governments, in mature markets in particular, to reduce overall healthcare costs,healthcare professionals are increasingly encouraged to use advanced IT systems and sophisticatedsoftware such as electronic care sheets and patient records and inter-system communication as a way toreduce healthcare system management costs, better monitor cost overruns and aid verification ofregulatory compliance. Certain countries have also adopted a Pay for Performance policy, a healthinsurance payment model whereby healthcare providers are paid for meeting pre-established quality andefficiency targets, and therefore need to make use of advanced IT systems and software to meet thesequality and efficiency targets.

The United States, in particular, implemented many of the above efforts, including the Pay forPerformance policy, through the Affordable Care Act in 2010, which increased the demand for ourproducts and services and those of our competitors at the time of its enactment. Although this demand hasabated due to legal challenge to, and delays in the implementation of, the Affordable Care Act, we believethe demand should rebound when the cost-reduction aspects of the Affordable Care Act are eventuallyimplemented.

Insurance and Services

French insurance providers are facing pressure on their margins as a result of regulatory and taxationchanges and adjustments to the social safety net. They are facing pressures to reduce transaction costs andmake immediate reimbursements and are responding by seeking ways to increase efficiency, includingturning to software platforms and e-business for discrete tasks, such as compliance and electronic third-party payment (electronic reimbursement) systems for processing pharmacy and other medicalreimbursement claims. They have also sought to generally outsource administrative tasks.

General Factors

Set forth below is an overview of the key general factors that affect, and are expected to continue toaffect, our results of operations.

Fixed-cost base

Significant portions of our expenses are fixed costs that neither increase nor decrease proportionatelywith sales of our products and services and cannot always be adjusted quickly in response to changingmarket conditions. Because our fixed costs do not decrease proportionately to any reduction in sales, theyreduce our operating margins. A significant portion of these costs are common to all of our divisions.These include, in particular, personnel, IT and R&D expenses. They also include compliance costs, whichare the costs that we incur in ensuring that our business is compliant with applicable laws and regulations,such as in connection with collecting information for our databases or in connection with obtaining for ourproducts the relevant compliance certifications from local authorities.

We also incur fixed costs that are specific to CRM and Strategic Data and Insurance and Servicesdivisions, including the following:

• CRM and Strategic Data division: (i) the expense of collecting, verifying, updating and maintainingthe information on healthcare professionals contained in our OneKey database, and (ii) the expenseof market data and research conducted in advance of customers actually purchasing such dataand research.

• Insurance and Services division: the expense of collecting and verifying all payment processinginformation for all the healthcare professionals connected to our electronic payment systems.

Seasonality

Our results of operations for the second and fourth quarters of the year are typically better than ourresults of operations of the two other quarters and, overall, our results of operations for the second half ofthe year are better than those for the first half. This is largely due to the seasonal nature of the businessdecisions of our clients. In particular, with respect to the CRM and Strategic Data division, our clientsmake greater use of our services at the end of the calendar year as they consider the results of their

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marketing and sales efforts over the course of that year and formulate strategies and budgets for the nextyear. Medical representatives also tend to make greater use of our services at the end of the year as theyaim to reach their annual targets. Similarly, our Healthcare Professionals and Insurance and Servicesdivisions benefit from clients investing in our products and services at the end of the year in order to makefull use of their annual budgets.

Expansion through acquisitions

We have expanded our business in large part through identifying opportunities for external growthand acquiring small and medium-sized technology services and data management companies which offerthe potential to service markets in which we are not yet active or to offer complementary products andservices to further develop our businesses or broaden the scope of products and services that we canprovide to customers. In the years ended December 31, 2011, 2012 and 2013, we completed one, two andtwo acquisitions, respectively. The aggregate price paid for these acquisitions, together with priceadjustments on earlier acquisitions, was A1.5 million, A22.9 million and A1.3 million for the years endedDecember 31, 2011, 2012 and 2013, respectively. These acquisitions increased our presence and offeringsin the United States, United Kingdom, France, Romania and Switzerland among other markets. Wegenerally finance our acquisitions through the use of cash on hand and the Revolving Credit Facility, butfor larger targets, we consider external financing, such as third-party debt and capital increases. Forexample, we conducted a rights issue in connection with our acquisition of SK&A and Pulse in 2010. Ouracquisitions have also increased our R&D costs. Currently, we are focused on organic growth andintegration of our recent acquisitions; however, we continually review opportunities that may assist us indeveloping our core offerings and in supporting our customers in their respective markets.

Performance Improvement Plan

In November 2011, we implemented the first round of our Performance Improvement Plan to improvethe cost structure of our business. The Performance Improvement Plan applies to all our operations andaims to reduce operating expenses and take advantage of synergies between various group activitiesthrough, among other things, productivity improvements, enhanced process efficiency, cost sharing amongoperating units, staff reductions and lower real estate costs. In November 2012, we announced a new roundof the Performance Improvement Plan. Including the effects of currency fluctuations, the first and secondrounds of the Performance Improvement Plan yielded decreases in operating costs in the CRM andStrategic Data division of A21.6 million from the year ended December 31, 2011 to the year endedDecember 31, 2012, and of A30.7 million from the year ended December 31, 2012 to the year endedDecember 31, 2013. We believe that the focus on managing our business in a cost-efficient manner willultimately increase the profitability of our business.

In connection with the implementation of the Performance Improvement Plan, we incurredA4.9 million, A11.6 million and A4.8 million in non-recurrent restructuring costs in the years endedDecember 31, 2011, 2012 and 2013, respectively.

Exchange rates

Our functional currency is the euro but our revenue and expenses are denominated in the localcurrency of the jurisdictions in which we operate. As we have globally expanded our business, a large andincreasing percentage of our turnover is now derived from countries outside of the eurozone. For the yearended December 31, 2013, 33% of our revenue was derived from countries outside of the eurozone,principally the United States, the United Kingdom and Japan. As a result, our results of operations areimpacted by the relative strength or weakness of the euro as measured against other currencies dueprimarily to translation effects.

Our results of operations can be affected by changes in exchange rates with respect to our unhedgedcurrency transactions. Unfavorable exchange rate fluctuations in 2013 reduced our revenues byA17.0 million, compared to the variation that would have resulted on a constant exchange rate basis.However, this decline translated to only a A1.8 million decrease in operating income from recurringoperations, as the negative impact was mitigated by the fact that we record most costs in the same currencyregion as the corresponding revenues are earned. For a more complete discussion of the impairmentcharges, see note 3 to the Audited Financial Statements.

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We estimate that a variation of 1% in the exchange rate of the U.S. dollar against the euro would haveapproximately represented an impact of A1.0 million and A0.1 million in our revenue and operatingincome, respectively, for the year ended December 31, 2013. We also estimate that a variation of 1% in theexchange rate of the pound sterling against the euro would have approximately represented an impact ofA0.8 million and A0.2 million in our revenue and operating income, respectively, for the year endedDecember 31, 2013.

See ‘‘—Future Liquidity, Commitments and Financing Arrangements—Financial risk managementobjectives and policies—Exchange rate risk.’’

Transition of Cegelease to a broker model of business

Cegelease, a subsidiary in the Healthcare Professionals division, arranges financings for pharmacistsand healthcare professionals in France for computer equipment and pharmacy fixtures. Since the end of2008, it has been transitioning its business to a broker model.

In the past, Cegelease purchased these equipment and fixtures and directly leased them to itscustomers. The purchase of the equipment and fixtures was accounted for as tangible assets (to beamortized over the duration of the relevant lease) and the lease payments by customers were accounted foras revenue. Cegelease carried the cost of financing the initial purchase of the equipment and fixtures.

Although Cegelease still conducts a portion of its business as described above, it has externalized amajority of the underlying financing cost by purchasing the equipment and fixtures and then reselling themto financial institutions, which in turn either:

• directly lease them to customers identified by Cegelease, in which case Cegelease receives theequivalent of a brokerage commission, or

• lease them back to Cegelease, which then subleases them to its customers. In this case the leasepayments by Cegelease to the financial institutions are accounted for as external expenses and thesublease payments by the customers to Cegelease are accounted for as revenue, the differencebetween the two payment streams constituting Cegelease’s brokerage commission.

This transition to a broker model of business negatively impacted EBITDA in 2011 and 2012, but alsoreduced depreciation expenses in those years as the equipment and fixtures were no longer carried on ourbalance sheet. Thus, this transition to a broker model of business had no material impact on our operatingincome from recurring operations in 2011 and 2012. There was no material impact in 2013, as thistransition was complete.

Impairment charges

We review the carrying amounts of our tangible and intangible assets to determine whether there isany indication that those assets have been impaired. If, in accordance with applicable accounting rules anyimpairment loss is required to be recognized, the charge is recognized immediately and presentedseparately in our income statement. During the periods presented, we have recognized impairment losses,primarily associated with the CRM and Strategic Data division.

In 2012 and 2013 we identified impairment indicators on the CRM and Strategic Data division inaccordance with IAS 36 due to the level of performance of this division, which was below our expectations.Accordingly, we carried out impairment tests to update the main assumptions behind the asset valuation ofcash generating units (‘‘CGUs’’) in the CRM and Strategic Data division. We applied these impairmenttests not only to test the impairment of goodwill on acquisitions, but also to ascertain the recoverable valueof all assets necessary to operate this division. We accrued impairments of A115.0 million and A63.3 millionagainst the recoverable value of the assets of this division, during 2012 and 2013, respectively, andattributed these non-cash charges to goodwill on acquisition, in accordance with IFRS standards.

For a more complete discussion of the impairment charges, see Note 3 to the Audited FinancialStatements as of and for the years ended December 31, 2012 and 2013.

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Acquisitions since 2011

Consistently with our strategy of pursuing opportunistic bolt-on acquisitions in addition to organicgrowth, we have made the acquisitions listed below during the 2011-2013 period. Potential acquisitions areidentified either by our senior management or by our operational teams, who propose potential targets toour senior management. We decide to pursue potential acquisitions according to various criteria, includingbusiness relevance, timing, synergies with our existing businesses, corporate strategy, financial profile,available sources of financing and an analysis of the risks associated with the acquisition. Typically, weretain the management, names and branding of our acquisitions.

CRM and Strategic Data

In April 2012, we acquired Longimetrica, a provider of a hospital sales tracking database basedin Italy.

In December 2013 we acquired some assets of the French company Kadrige, a pioneer of e-detailingand collaborative solutions in SaaS mode, which strengthened our multi-channel offering with reliable andflexible solutions that are fully integrated with our CRM platform, Mobile Intelligence. The acquiredbusinesses represent annual revenue of approximately A2.5 million.

Healthcare Professionals

In April 2011, we acquired Pharmec Healthcare Software SRL (‘‘Pharmec’’), which offers IT andsoftware to pharmacies in Romania. Pharmec provides a combination of software and services forpharmacies and physicians. This acquisition strengthened our data offering for pharmaceutical laboratoriesin Romania.

In July 2012, we announced the acquisition of ASP Line, a French publisher of pharmacist software,which at the time of the acquisition served more than 1,300 pharmacies around France at the time of theacquisition. This acquisition will further strengthen our advanced IT and software offerings to pharmaciesin France. Generating synergies with the Group’s activities, this acquisition brings with it significantdevelopment potential.

In November 2013, we acquired Webstar Health, a leader in the United Kingdom in consulting and IThealth services for pharmacists, strengthening our expertise and experience in managing primary careservices in the pharmacy sector in the United Kingdom. The acquired businesses represent annual revenueof approximately A1.0 million.

Divestitures

On April 30, 2012, we sold our subsidiary Pharmapost to Chesapeake Pharmaceutical and HealthcarePackaging. Pharmapost, a French manufacturer of pharmaceutical leaflets, contributed A5.9 million to ourconsolidated revenues for the year ended December 31, 2011. Pharmapost did not contribute significantlyto our annual EBITDA due to the low margins of its business. The divestment of Pharmapost had anegative impact on revenue growth of 0.4% for the period ended December 31, 2012.

Presentation of our Financial Information

Change in Accounting Policies

From January 1, 2011, we applied the option under IAS 19, as amended, which allows the actuarialgains and losses relating to changes in assumptions occurring in calculating liabilities relating to pensionprovisions and similar obligations to be accounted for directly in equity. See note 1 to the AuditedFinancial Statements as of and for the year ended December 31, 2011 for a reconciliation of the AuditedFinancial Statements as of and for the year ended December 31, 2010 and the comparative financialinformation as of and for the year ended December 31, 2010.

Change in Segment Reporting

From the fourth quarter of 2013, we have segregated the activities that the Issuer performs as theparent company of a listed group, as well as the support it provides to the three operating divisions into a

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fourth, new, division named ‘‘Reconciliation’’. Segment reporting corresponds to the organization of ourinternal reporting, which leads to the development of the management tools used by our management.This is also the main line used for financial communication.

Since the fourth quarter of 2013, our activities are divided into three operating divisions and onenon-operating division called ‘‘Reconciliation’’:

• ‘‘CRM and Strategic Data’’, which includes all activities dedicated to pharmaceutical companies(optimizing marketing and sales strategies, namely through tools and databases for managing salesforces, returns on investment, market or prescriber studies, etc.);

• ‘‘Healthcare Professionals’’, which includes activities for medical professionals such as physiciansand pharmacists (software publishing with availability of promotional information);

• ‘‘Insurance and Services’’, which brings together the know- how needed to develop services forinsurance companies, complementary health insurance schemes and other organizations involved inthe processing of healthcare flows (software publishing and managing healthcare reimbursementflows).

• ‘‘Reconciliation’’: Beginning in the fourth quarter of 2013, we began segregating the activities thatthe Issuer performs as the parent company of a listed group, as well as the support it provides to thethree operating divisions into a fourth, newly introduced, division named ‘‘Reconciliation.’’ Thisdivision includes: (1) support activities that are invoiced at market prices to the relevant operatingdivision (such as bookkeeping, human resources and cash management, legal assistance andmarketing services) and (2) certain parent company activities that cannot be attributed to any singledivision or business line (such as Group strategy management, producing consolidated informationand financial communications). The Reconciliation division’s activities are performed chiefly by theIssuer, our parent company, which also carries out certain operational activities, the most importantof which is CRM and Strategic Data. Previously, Reconciliation division activities had been housedwithin the division to which the Issuer’s principal operational activity belongs: CRM and StrategicData. In addition to intra-company revenues, which are eliminated in consolidation, ourReconciliation division also records a small amount of external rental revenue on real estate assetsattached to divested business, from which the Group continues to collect lease payments. This newsegment reporting will allow for a better understanding and assessment of the operationalperformance of our three operating divisions.

Key Income Statement Items

Below is a summary description of the key elements of the line items of our income statementunder IFRS.

Revenue primarily consists of fees charged for the provision of our services, database and researchaccess, software license sales, consultancy, brokerage and, to a lesser extent, hardware sales.

Purchases used primarily includes costs involved in operating our business, including, among others,purchases of goods used for our operations (such as computers), purchases of goods leased by Cegelease(such as furniture and computers), inventory movements.

External expenses primarily consist of purchases of studies and goods for internal use, external servicessuch as leasing, maintenance and insurance, advertising, temporary personnel, postal expenses, utility costsand certain other miscellaneous expenses.

Payroll costs primarily include wages, costs associated with profit sharing plans and shares awarded toour directors and employees.

Cost of net financial debt include interest income from cash deposits and cash equivalents, commissionspayable and interest expenses on our outstanding indebtedness, the fair market value of derivativefinancial instruments and exchange rate fluctuations.

Total taxes includes tax paid on income and deferred taxes; it does not include professional taxes,property taxes, other local taxes, company car taxes, stamp duty or other indirect, non-income taxes, whichare recorded under the line item ‘‘Taxes’’ in the income statement.

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Results of Operations

Comparison of the years ended December 31, 2013 and December 31, 2012

In this section, we are comparing our results of operations for the years ended December 31, 2013 andDecember 31, 2012 on the basis of our audited historical consolidated income statements for such periods.

The following table shows certain line items from our income statement in absolute terms andexpressed as a percentage of revenue for the years ended December 31, 2013 and December 31, 2012.

Year ended December 31,

2012 2013

(millions (% of (millions (% ofof euros) revenue) of euros) revenue) (% change)

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 921.8 100.0% 902.3 100.0% (2.1)%Purchases used . . . . . . . . . . . . . . . . . . . . . . . . . . . . (111.5) 12.1% (108.3) 12.0% 2.9%External expenses . . . . . . . . . . . . . . . . . . . . . . . . . . (234.7) 25.5% (232.0) 25.7% 1.2%Payroll costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (449.8) 48.8% (433.5) 48.0% 3.6%EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153.6 16.7% 155.7 17.3% 1.3%Operating income from recurring operations . . . . . . 90.1 9.8% 92.1 10.2% 2.2%Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . (34.8) n.m. 25.6 2.8% n.m.Cost of net financial debt . . . . . . . . . . . . . . . . . . . . (44.1) 4.8% (60.1) 6.7% (36.3)%Total taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7.6) 0.8% (25.5) 2.8% n.m.Consolidated profit (loss) for the period . . . . . . . . . (85.3) n.m. (58.7) n.m. 31.2%

Revenue

Our revenue decreased by A19.5 million, or 2.1%, from A921.8 million in 2012 to A902.3 million in2013. Excluding the positive net impact of acquisitions/disposals of 0.2%, and impact of unfavorableforeign currency translations of 1.8%, revenue decreased by 0.5%.

By geographic region, the relative contribution of EMEA (excluding France) remained stable at 26%,and France climbed by 2% to 57.1% whereas Americas and APAC fell by 1% to 12.4% and 4.4%,respectively.

This decrease in revenue was primarily due to an decrease of 3.0% in revenue in the division CRMand Strategic Data partially offset by a 0.4% and 5.8% increase in revenue in the Healthcare Professionalsand Insurance and Services divisions, respectively (in each case, on a like-for-like basis). Revenue from theReconciliation division amounted to A0.6 million in 2013 and increased by A0.2 million compared to 2012;this difference reflects the rent revenues from divested business on a full-year basis in 2013, versus ahalf-year basis in 2012.

Purchases used

Purchases used decreased by A3.2 million, or 2.9%, from A111.5 million in 2012 to A108.3 million in2013. Expressed as a percentage of revenue, purchases used represented 12.1% in 2012, compared to12.0% in 2013. This decrease in purchases used was primarily due to a reduction in overall operating costsas a result of the introduction of cost control measures since 2011 in the context of our PerformanceImprovement Plan (see ‘‘Factors that Affect our Results of Operations—General Factors’’).

External expenses

External expenses decreased by A2.7 million, or 1.2%, from A234.7 million in 2012 to A232.0 million in2013. Expressed as a percentage of revenue, external expenses represented 25.5% in 2012, compared to25.7% in 2013. This decrease in external expenses was primarily due to a reduction in overall operatingcosts as a result of the introduction, since 2011, of cost control measures in the context of our PerformanceImprovement Plan, including a reduction in temporary employees.

Payroll costs

Payroll costs decreased by A16.4 million, or 3.6%, from A 449.8 million in 2012 to A433.5 million in2013. Expressed as a percentage of revenue, payroll costs represented 48.8% in 2012, compared to 48.0%in 2013. The decrease in payroll costs was primarily due to an overall reduction in the number ofemployees in the context of our Performance Improvement Plan and a new staffing policy implemented in

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2013, in particular in the CRM and Strategic Data division, partly offset by an increase in the number ofemployees in the Insurance and Services divisions. Following the introduction of the CICE (‘‘Credit d’impotpour la competivite et l’emploi’’ —Tax credit for competitiveness and employment) in France in 2013, thepayroll expense is reduced by the amount of this tax credit. In 2013, the impact on payroll expense is areduction of A2.3 million.

EBITDA

EBITDA increased by A2.0 million, or 1.3%, from A153.6 million in 2012 to A155.7 million in 2013.Expressed as a percentage of revenue, EBITDA represented 16.7% in 2012, compared to 17.3% in 2013.This increase in EBITDA reflected the changes in revenue, purchases used, external expenses and payrollcosts based on the factors set out above. See ‘‘—Segment Reporting.’’

Operating income from recurring operations

Operating income from recurring operations increased by A2.0 million, or 2.2% from A90.1 million in2012 to A92.1 million in 2013. Expressed as a percentage of revenue, operating income from recurringoperations represented 9.8% in 2012, compared to 10.2% in 2013. This increase was due to the increase inEBITDA of A2.0 million, as set above, and flat depreciation expenses from 2012 to 2013, which wereA63.5 million in both years.

Operating income

Operating income amounted to a profit of A25.6 million, compared to a loss of A34.8 million in 2012.The increase was due to the increase in operating income from recurring operations of A2.0 milliondiscussed above and a decrease in special items of A58.3 million. Historically, special items have primarilyrelated to capital gains or losses on disposals, restructuring costs, impairment of goodwill and othernon-recurring income and expenses. Special items related to capital gains or losses on disposal,restructuring and other non-recurring income and expenses amounted to charges of A3.2 million in 2013,compared to charges of A9.9 million in 2012. This cost is primarily related to the restructuring costs fromongoing cost-containment efforts in 2013. Following an impairment of goodwill of A63.3 million inDecember 2013 and of A115.0 million in June 2012, special items amounted to a charge of A66.5 million in2013 compared to a charge of A124.9 million in 2012.

Cost of net financial debt

Cost of net financial debt increased by A15.9 million from A44.1 million in 2012 to A60.1 million in2013. This increase reflects the premium paid in March 2013 of A8.9 million for the partial 2015 bondbuyback, an increase of A3.5 million in interest paid on debt and an increase of A2.4 million from currencyeffect and hedging instruments.

Total Taxes

Total taxes increased by A17.9 million from a charge of A7.6 million in 2012 to a charge of A25.5 millionin 2013. This increase results from certain management choices in 2013, in particular (i) to not capitalizedeferred tax assets on loss-making subsidiaries, which was offset by (ii) the refund in 2013 of voluntarilyover-estimated tax payments in 2012.

Consolidated profit for the period

Consolidated net profit amounted to a loss of A58.7 million in 2013 compared to a loss of A85.3 millionfor the same period in 2012. This improvement in consolidated net profit reflected the changes in revenue,operating income, special items, cost of net financial debt and tax expense based on the factors setout above.

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Segment reporting

The table below shows the breakdown of our revenue, operating income from recurring operation anddepreciation expenses by division and as a percentage of revenue for the years ended December 31, 2013and 2012.

2012 2013

(% (%of total) of total) (% change)

(millions of euros, except percentages)

RevenuesCRM and Strategic Data . . . . . . . . . . . . . . . . . . . . . . . 482.9 52.4% 452.8 50.2% (6.2)%Healthcare Professionals . . . . . . . . . . . . . . . . . . . . . . . 287.3 31.2% 288.8 32.0% 0.5%Insurance and Services . . . . . . . . . . . . . . . . . . . . . . . . 151.2 16.4% 160.0 17.7% 5.8%Reconciliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.4 — 0.6 0.1% 50.0%

Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 921.8 100.0% 902.3 100.0% (2.1)%

EBITDACRM and Strategic Data . . . . . . . . . . . . . . . . . . . . . . . 64.0 41.7% 62.7 40.3% (2.0)%Healthcare Professionals . . . . . . . . . . . . . . . . . . . . . . . 59.4 38.7% 59.7 38.3% 0.5%Insurance and Services . . . . . . . . . . . . . . . . . . . . . . . . 34.5 22.5% 38.6 24.8% 11.9%Reconciliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4.3) 2.8% (5.3) (3.4)% (23.3)%

Total EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153.6 100.0% 155.7 100.0% 1.4%

Operating income from recurring operationsCRM and Strategic Data . . . . . . . . . . . . . . . . . . . . . . . 37.6 41.7% 38.3 41.6% 1.9%Healthcare Professionals . . . . . . . . . . . . . . . . . . . . . . . 35.6 39.5% 35.5 38.5% (0.3)%Insurance and Services . . . . . . . . . . . . . . . . . . . . . . . . 22.4 24.9% 24.7 26.8% 10.3%Reconciliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5.5) (6.1)% (6.4) (6.9)% (16.4)%

Total operating income from recurring operations . . . . . 90.1 100.0% 92.1 100.0% 2.2%

EBITDA marginCRM and Strategic Data . . . . . . . . . . . . . . . . . . . . . . . 13.2% 13.8%Healthcare Professionals . . . . . . . . . . . . . . . . . . . . . . . 20.7% 20.7%Insurance and Services . . . . . . . . . . . . . . . . . . . . . . . . 22.8% 24.1%Reconciliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . n.m. n.m.Group EBITDA margin . . . . . . . . . . . . . . . . . . . . . . . . 16.7% 17.3%

Operating income from recurring operations marginCRM and Strategic Data . . . . . . . . . . . . . . . . . . . . . . . 7.8% 8.5%Healthcare Professionals . . . . . . . . . . . . . . . . . . . . . . . 12.4% 12.3%Insurance and Services . . . . . . . . . . . . . . . . . . . . . . . . 14.8% 15.5%Reconciliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . n.m. n.m.Group operating income from recurring operations

margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.8% 10.2%

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The following table shows the impact of foreign currency translations, disposals and organic growth onthe revenues of our three operating divisions for 2013.

CRM and Healthcare InsuranceStrategic Data Professionals and Services Reconcilliation Total

(millions (millions (millions (millions (millionsof euros) % of euros) % of euros) % of euros) % of euros) %

Revenues for the year endedDecember 31, 2012, aspublished . . . . . . . . . . . . . . 482.86 287.25 151.23 0.42 921.77

Foreign currency translations . . . (13.82) (2.86)% (3.22) (1.12)% (0.01) (0.01)% — — (17.05) (1.85)%Disposals . . . . . . . . . . . . . . . . (2.02) (0.42)% — — — — — — (2.02) (0.22)%Revenues for the year ended

December 31, 2012, aspublished (excluding disposalsand restated at the exchangesrates for the December 31, 2013Audited Financial Statements) . 467.03 284.04 151.22 0.42 902.71

Acquisitions . . . . . . . . . . . . . . (1.82) (0.38)% 3.73 1.31% — — — — 1.91 0.44%Organic growth (contraction) . . . (14.41) (3.09)% 1.08 0.38% 8.74 5.78% 0.21 49.40% (4.38) (0.49)%Revenues for the year ended

December 31, 2013, aspublished . . . . . . . . . . . . . . 452.82 288.84 159.96 0.63 902.26

Change in Revenues for the yearended December 31, 2013, aspublished, against Revenues forthe year ended December 31,2012, as published . . . . . . . . . (30.04) (6.22)% 1.59 0.55% 8.73 5.77% 0.21 50.0% (19.52) (2.12)%

Revenue for our CRM and Strategic Data division decreased by A30.0 million, or 6.2%, fromA482.9 million in 2012 to A452.8 million in 2013. Excluding the negative impact of 0.4% of disposals ofPharmapost (France) on April 30, 2012 and impact of unfavorable foreign currency translations of 2.9%,revenue decreased by 3.0%. Expressed as a percentage of total Group revenue, revenue for the CRM andStrategic Data division represented 52% in 2012, compared to 50% in 2013. This decrease in revenue,excluding the impact of disposal and unfavorable currency translations, was primarily due to a decrease inthe number of CRM users in mature markets and from a rapidly evolving and challenging market researchenvironment, partially offset by an increase of CRM users in emerging countries, an increase in complianceactivities and cross-selling of products tied to the Onekey database.

Revenue for our Healthcare Professionals division increased by A1.6 million, or 0.5%, fromA287.3 million in 2012 to A288.8 million in 2013. Excluding the positive impact of 1.3% of acquisitions ofthe entity ASP Line (France) on July 1, 2012 and impact of unfavorable foreign currency translations of1.1%, revenue increased by 0.4%. Expressed as a percentage of total Group revenue, revenue for theHealthcare Professionals division represented 31% in 2012, compared to 32% in 2013. This increase inrevenue, excluding the impact of acquisition and unfavorable currency translations, was primarily due to anincrease in revenue from the adoption of computer-related technology by doctors, physical therapists andnurses in Europe partly offset by French pharmacists’ hesitancy to invest in a difficult economic period.

Revenue for our Insurance and Services division increased by A8.7 million, or 5.8%, fromA151.2 million in 2012 to A160.0 million in 2013. There were no disposals or acquisitions and there wasminimal impact from foreign currency translations. Expressed as a percentage of total Group revenue,revenue for the Insurance and Services division represented 16% in 2012, compared to 18% in 2013. Thisincrease in revenue was primarily due to an increase of revenue from:

• Cegedim Assurances’ growth in third-party payer flow management solutions in France;

• Cegedim SRH’s double-digit growth due in part to new contracts; and

• Cegedim e-business’ strong growth stemming in part from the ramp-up of SEPA business.

Revenue for our Reconciliation division increased by A0.2 million, or 50.0%, from A0.4 million in 2012to A0.6 million in 2013. The revenue contribution of the Reconciliation division resulted from rentalrevenues on real estate assets retained after divestiture and was not significant in 2012 and 2013.

Despite a decrease in revenues of A30 million during the year ended December 31, 2013, EBITDA forour CRM and Strategic Data division decreased by only A1.3 million, or 2.0%, from A64.0 million in 2012,to A62.7 million in 2013. Expressed as a percentage of revenue, EBITDA represented 13.2% in 2012,

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compared to 13.8% in 2013. This decrease is primarily due to (i) an evolution in the product mix favoringhigher-margin products, and (ii) a decrease in operating expenses due to on-going cost-containmentefforts.

EBITDA for our Healthcare Professionals division increased by A0.3 million, or 0.5%, fromA59.4 million in 2012, to A59.7 million in 2013. Expressed as a percentage of revenue, EBITDA represented20.7% of revenues in 2012, compared to 20.7% in 2013. The increase in EBITDA reflects both the increasein revenue from sales to doctors but also the higher margins on those revenues. This effect was, however,offset by lower profitability due to management’s choice to maintain our fixed cost structure as we wait outthe hesitant attitude of French pharmacists to embrace our computer-related technology.

EBITDA for our Insurance and Services division increased by A4.0 million, or 11.7%, fromA34.5 million in 2012 to A38.6 million in 2013. EBITDA represented 22.8% of 2012 revenues, compared to24.1% in 2013. The increase in EBITDA was chiefly attributable to the increase in revenue fromthis division.

EBITDA for our Reconciliation division decreased by A1.0 million, or 23.3%, from a loss ofA4.3 million in 2012 to a loss of A5.3 million in 2013.

Operating income from recurring operations for our CRM and Strategic Data division increased byA0.7 million from A37.6 million in 2012 to A38.3 million in 2013. Expressed as a percentage of revenue,Operating Income represented 7.8% of 2012 revenues, compared to 8.5% in 2013. This increase inoperating income from recurring operations was primarily due to the decrease in depreciation byA2.0 million, which was offset by an EBITDA decrease of A1.3 million.

Operating income from recurring operations for our Healthcare Professionals division decreased byA0.1 million, or 0.3%, from A35.6 million in 2012 to A35.5 million in 2013. Expressed as a percentage ofrevenue, Operating Income represented 12.4% of 2012 revenues, compared to 12.3% in 2013. Thedecrease in operating income was primarily due to an increase in depreciation by A0.4 million that was onlypartially offset by an increase in EBITDA by A0.3 million.

Operating income from recurring operations for our Insurance and Services division increased byA2.3 million, or 10.3%, from A22.4 million in 2012 to A24.7 million in 2013. Expressed as a percentage ofrevenue, Operating Income represented 14.8% of 2012 revenues, compared to 15.5% in 2013. Thisincrease in operating income was primarily due to the increase in EBITDA by A4.0 million, partially offsetby an increase of A1.7 million in depreciation following the beginning of amortization of certainR&D projects.

Operating income from recurring operations for our Reconciliation division decreased by A0.8 million,or 16.4%, from a loss A5.5 million in 2012 to a loss A6.4 million in 2013. This decrease in operating incomewas primarily due to the decrease in EBITDA by A1.0 million, partially offset by a decrease of A0.1 millionin depreciation.

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Comparison of the years ended December 31, 2012 and December 31, 2011

In this section, we are comparing our results of operations for the years ended December 31, 2012 andDecember 31, 2011 on the basis of our audited historical consolidated income statements for such periods.

The following table shows certain line items from our income statement in absolute terms andexpressed as a percentage of revenue for the years ended December 31, 2012 and December 31, 2011.

Year ended December 31,

2011 2012

(millions (% of (millions (% ofof euros) revenue) of euros) revenue) (% change)

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 911.5 100.0% 921.8 100.0% 1.1%Purchases used . . . . . . . . . . . . . . . . . . . . . . . . . . . . (105.6) 11.6% (111.5) 12.1% 5.6%External expenses . . . . . . . . . . . . . . . . . . . . . . . . . . (240.2) 26.4% (234.7) 25.5% (2.3)%Payroll costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (442.2) 48.5% (449.8) 48.8% 1.7%EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150.4 16.5% 153.6 16.7% 2.1%Operating income from recurring operations . . . . . . 83.9 9.2% 90.1 9.8% 7.4%Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . 75.9 8.3% (34.8) 3.8% n.m.Cost of net financial debt . . . . . . . . . . . . . . . . . . . . (37.7) 4.1% (44.1) 4.8% 17.1%Total taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6.6) 0.7% (7.6) 0.8% 15.6%Consolidated profit (loss) for the period . . . . . . . . . 32.7 3.6% (85.3) 9.2% n.m.

Revenue

Our revenue increased by A10.3 million, or 1.1%, from A911.5 million for the year endedDecember 31, 2011 to A921.8 million for the year ended December 31, 2012. Excluding the impact offavorable foreign currency translations of 2.1%, revenue decreased by 1.0%. The overall impact ofdisposals and acquisitions was neutral, as the impact of the disposal of Pharmapost in our CRM andStrategic Data division was offset by the impact of the acquisition of ASP Line in our HealthcareProfessionals division. The 1.0% decrease in revenue (excluding the impact of favorable foreign currencytranslation) was primarily due to a decrease of 6.4% in revenue in the CRM and Strategic Data division,partially offset by a 5.2% increase and a 7.1% increase in revenue in the Healthcare Professionals andInsurance and Services divisions, respectively (in each case, excluding the impact of favorable foreigncurrency translations and of disposals and acquisitions). See ‘‘—Segment reporting.’’

By geographic region, the relative contribution of France and EMEA (excluding France) to our2012 Group revenue increased by 2% and 1% respectively to 55% and 26% respectively, while theAmericas region accounted for 1% less compared to 2011, accounting for 14% of revenues and APACremained stable at 5% of revenues.

Purchases used

Purchases used increased by A5.9 million, or 5.6%, from A105.6 million for the year endedDecember 31, 2011 to A111.5 million for the year ended December 31, 2012. Expressed as a percentage ofrevenue, purchases used represented 11.6% for the year ended December 31, 2011, compared to 12.1% forthe year ended December 31, 2012. The increase in purchases used was primarily due to an increase inCegelease activity, which entailed increased purchase of equipment and fixtures that are then leasedto customers.

External expenses

External expenses decreased by A5.5 million, or 2.3%, from A240.2 million for the year endedDecember 31, 2011 to A234.7 million for the year ended December 31, 2012. Expressed as a percentage ofrevenue, external expenses represented 26.4% for the year ended December 31, 2011, compared to 25.5%for the year ended December 31, 2012. The decrease in external expenses was primarily due to a reductionin overall operating costs as a result of the introduction of cost control measures under the PerformanceImprovement Plan in November 2011 and November 2012. These measures entailed, in particular, areduction in the number of temporary employees, in addition to the termination of the contracts of thetemporary employees that had been hired in late 2010 and in 2011 during the implementation issuesrelating to the enhancements to our Mobile Intelligence CRM platform. This decrease was partly offset by

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an increase of Cegelease activity, which entailed increased rental payments by Cegelease for the equipmentand fixtures that are then subleased to the customers.

Payroll costs

Payroll costs increased by A7.6 million, or 1.7%, from A442.2 million for the year ended December 31,2011 to A449.8 million for the year ended December 31, 2012. Expressed as a percentage of revenue,payroll costs represented 48.5% for the year ended December 31, 2011, compared to 48.8% for the yearended December 31, 2012. The increase in payroll costs was primarily due to an increase in the number ofemployees in the Healthcare Professionals and Insurance and Services divisions, partially offset by anoverall reduction in the number of employees pursuant to the Performance Improvement Plan, inparticular, in our CRM and Strategic Data division.

EBITDA

EBITDA increased by A3.2 million, or 2.1%, from A150.4 million for the year ended December 31,2011 to A153.6 million for the year ended December 31, 2012. Expressed as a percentage of revenue,EBITDA represented 16.5% for the year ended December 31, 2011, compared to 16.7% for the yearended December 31, 2012. The increase in EBITDA reflected the evolution of revenue, purchases used,external expenses and payroll costs based on the factors set out above. See ‘‘—Segment reporting.’’

Operating income from recurring operations

Operating income from recurring operations increased by A6.2 million, or 7.4%, from A83.9 million forthe year ended December 31, 2011 to A90.1 million for the year ended December 31, 2012. This increasewas due to the increase in EBITDA of A3.2 million, as set out above, and a decrease in depreciationexpenses by A3.0 million, or 4.5%, from A66.5 million in the year ended December 31, 2011 to A63.5 millionin the year ended December 31, 2012.

Operating income

Operating income decreased by A110.7 million from a profit of A75.9 million for the year endedDecember 31, 2011 to a loss of A34.8 million for the year ended December 31, 2012. This decreaseprimarily reflected the negative impact of impairment of goodwill of A115.0 million, partially offset by anincrease in operating income from recurring operations as set out above.

Cost of net financial debt

Cost of net financial debt increased by A6.4 million, or 17.1%, from A37.7 million for the year endedDecember 31, 2011 to A44.1 million for the year ended December 31, 2012. Expressed as a percentage ofrevenue, cost of net financial debt represented 4.1% for the year ended December 31, 2011, compared to4.8% for the year ended December 31, 2012. The increase in cost of net financial debt was primarily due tothe increase in the income on cash equivalents of A4.5 million, which included the exceptional gainresulting from the repurchase and cancellation of A20.0 million in principal amount of the 2015 Notes inthe year ended December 31, 2011. The cost of net financial debt between the years ended December 31,2011 and 2012 also increased due to unfavorable exchange translations in the amount of A2.9 million. Thiswas partially offset by a decrease in interest paid due to a reduction in gross debt and to use ofnon-recourse sale of receivables as a source of cash in the ordinary course of business.

Total taxes

Total taxes increased by A1.0 million, or 15.2%, from A6.6 million for the year ended December 31,2011 to A7.6 million for the year ended December 31, 2012. Expressed as a percentage of revenue, totaltaxes represented 0.7% for the year ended December 31, 2011, compared to 0.8% for the year endedDecember 31, 2012. The increase in total taxes was primarily due to a decrease of deferred taxes byA6.4 million, partially offset by a decrease in income taxes by A5.4 million.

Consolidated profit for the period

Our consolidated profit for the period decreased from A32.7 million for the year ended December 31,2011 to a loss of A85.3 million for the year ended December 31, 2012. This decrease was primarily due tothe factors mentioned above.

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Segment reporting

The table below shows the breakdown of our revenue, operating income from recurring operation anddepreciation expenses by division and as a percentage of revenue for the years ended December 31, 2012and 2011 (as reported in the financial statement for the year ended December 31, 2012, i.e. before theintroduction of the ‘‘Reconciliation’’ division).

Year ended December 31,

2011 2012

(millions (millionsof euros, of euros,except %) (% of total) except %) (% of total) (% change)

Revenues(1)

CRM and Strategic Data . . . . . . . . . . . . . . . . 510.6 56.0% 488.1 53.0% (4.4)%Healthcare Professionals . . . . . . . . . . . . . . . . . 259.8 28.5% 282.6 30.7% 8.8%Insurance and Services . . . . . . . . . . . . . . . . . . 141.0 15.5% 151.0 16.4% 7.1%

Total revenues . . . . . . . . . . . . . . . . . . . . . . . . 911.5 100.0% 921.8 100.0% 1.1%

EBITDACRM and Strategic Data . . . . . . . . . . . . . . . . 60.3 40.1% 60.3 39.3% 0.0%Healthcare Professionals . . . . . . . . . . . . . . . . . 58.7 39.0% 59.0 38.4% 0.4%Insurance and Services . . . . . . . . . . . . . . . . . . 31.4 20.8% 34.3 22.3% 9.5%

Total EBITDA . . . . . . . . . . . . . . . . . . . . . . . . 150.4 100.0% 153.6 100.0% 2.1%

Operating income from recurring operationsCRM and Strategic Data . . . . . . . . . . . . . . . . 33.6 40.1% 32.7 36.3% (2.8)%Healthcare Professionals . . . . . . . . . . . . . . . . . 29.3 34.9% 35.2 39.0% 20.0%Insurance and Services . . . . . . . . . . . . . . . . . . 21.0 25.0% 22.3 24.7% 6.1%

Total operating income from recurringoperations . . . . . . . . . . . . . . . . . . . . . . . . . 83.9 100.0% 90.1 100.0% 7.4%

EBITDA marginCRM and Strategic Data . . . . . . . . . . . . . . . . 11.8% 12.4%Healthcare Professionals . . . . . . . . . . . . . . . . . 22.6% 20.9%Insurance and Services . . . . . . . . . . . . . . . . . . 22.2% 22.7%Group EBITDA margin . . . . . . . . . . . . . . . . . 16.5% 16.7%

Operating income from recurring operationsmargin

CRM and Strategic Data . . . . . . . . . . . . . . . . 6.6% 6.7%Healthcare Professionals . . . . . . . . . . . . . . . . . 11.3% 12.5%Insurance and Services . . . . . . . . . . . . . . . . . . 14.9% 14.8%Group operating income from recurring

operations margin . . . . . . . . . . . . . . . . . . . 9.2% 9.8%

Note:

(1) Revenues include sales outside of the Group. Sales to other Group subsidiaries have been excluded from these figures.

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The following table shows the impact of foreign currency translations, disposals and organic growth onthe revenues of our three operating divisions.

CRM and Healthcare InsuranceStrategic Data Professionals and Services Total

(millions (millions (millions (millionsof euros) % of euros) % of euros) % of euros) %

Revenues for the year endedDecember 31, 2011, as published 510.6 259.8 141.0 911.5

Foreign currency translations . . . . . 14.0 2.7% 4.9 1.9% — n.m. 19.0 2.1%Disposals . . . . . . . . . . . . . . . . . . (4.1) (0.8)% — — — (4.1) (0.4)%

Revenues for the year endedDecember 31, 2011, as published,(excluding disposals and restatedat the exchanges rates for theDecember 31, 2012 AuditedFinancial Statements) . . . . . . . . 520.6 264.7 141.1 926.3

Acquisitions . . . . . . . . . . . . . . . . — — 4.5 1.6% — — 4.5 0.4%Organic growth (contraction) . . . . (32.4) (6.4)% 13.4 5.2% 10.0 7.1% (9.0) (1.0%)Revenues for the year ended

December 31, 2012, as published 488.1 282.6 151.0 921.8Change in Revenues for the year

ended December 31, 2012, aspublished, against Revenues forthe year ended December 31,2011, as published . . . . . . . . . . (22.5) (4.4)% 22.8 8.8% 10.0 7.1% 10.3 1.1%

Revenue for our CRM and Strategic Data division decreased by A22.5 million, or 4.4%, fromA510.6 million for the year ended December 31, 2011 to A488.1 million for the year ended December 31,2012. Expressed as a percentage of total revenue, revenue for our CRM and Strategic Data divisionrepresented 56.0% for the year ended December 31, 2011, compared to 53.0% for the year endedDecember 31, 2012. Excluding the negative impact of disposals of 0.8% and favorable foreign currencytranslations of 2.7%, revenue decreased by 6.4%. This decrease was primarily due to a decrease in thenumber of medical representatives and other end-users of our products and services, which led to adecrease in our total user fees, in mature markets, and a reduction in other marketing expenditures bysome pharmaceutical companies. This decrease was partially offset by an increase in the number ofmedical representatives and other end-users in certain emerging markets and an increase in revenue fromour OneKey database and compliance software and services, reflecting the increased demand for theseproducts and services and our expansion in certain countries. This decrease in revenue was also partiallyoffset by revenue from new products and services that we launched in 2012, such as Mobile IntelligenceTouch, a version of Mobile Intelligence developed for tablet users; DocNet, a social network dedicated tophysicians; and an upgrade to AggregateSpend360, a software that allows users to automatically generateexpenditure reports adapted to the regulations of each specific jurisdiction.

Revenue for our Healthcare Professionals division increased by A22.8 million, or 8.8%, fromA259.8 million for the year ended December 31, 2011 to A282.6 million for the year ended December 31,2012. Expressed as a percentage of total revenue, revenue for our Healthcare Professionals divisionrepresented 28.5% for the year ended December 31, 2011, compared to 30.7% for the year endedDecember 31, 2012. Excluding the positive impact of acquisitions of 1.6% and favorable foreign currencytranslations of 1.9%, revenue increased by 5.2%. This increase was primarily due to increased sales ofsoftware to pharmacists and doctors in the United Kingdom and France and increased revenuefrom Cegelease.

Revenue for our Insurance and Services division increased by A10.0 million, or 7.1%, fromA141.0 million for the year ended December 31, 2011 to A151.0 million for the year ended December 31,2012. Expressed as a percentage of total revenue, revenue for our Insurance and Services Divisionrepresented 15.5% for the year ended December 31, 2011, compared to 16.4% for the year endedDecember 31, 2012. This increase was primarily due to the growth in online third-party payer managementservices, e-business activities and SRH, a system which provides outsourcing of payroll and humanresources management. There were no disposals or acquisitions and there was minimal impact fromforeign currency translations.

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EBITDA for our CRM and Strategic Data remained flat at A60.3 million between the years endedDecember 31, 2011 and 2012. Expressed as a percentage of total EBITDA, EBITDA for our CRM andStrategic Data division represented 40.1% for the year ended December 31, 2011, compared to 39.3% forthe year ended December 31, 2012. The stability of EBITDA is primarily due to the implementation of ourPerformance Improvement Plan, which helped us maintain our EBITDA for the CRM and Strategic Datadivision notwithstanding a decrease in revenue from A510.6 million in the year ended December 31, 2011to A488.1 million in the year ended December 31, 2012.

EBITDA for our Healthcare Professionals division remained flat at A59.0 million for the year endedDecember 31, 2012 compared to A58.7 million for the year ended December 31, 2011. Expressed as apercentage of total EBITDA, EBITDA for our Healthcare Professionals division represented 39.0% forthe year ended December 31, 2011, compared to 38.4% for the year ended December 31, 2012. Thestability in EBITDA reflects the increase in revenue across the division, offset by the reduction in EBITDAof Cegelease due to the transition of Cegelease to a broker model of business.

EBITDA for our Insurance and Services division increased by A3.0 million, or 9.5%, fromA31.4 million for the year ended December 31, 2011 to A34.3 million for the year ended December 31,2012. Expressed as a percentage of total EBITDA, EBITDA for our Insurance and Services represented20.8% for the year ended December 31, 2011, compared to 22.3% for the year ended December 31, 2012.The increase in EBITDA was primarily due to better margins in our electronic reimbursement ande-business products as those products reached a critical size that no longer requires the same level ofexpense as before for their development and maintenance.

Operating income from recurring operations for our CRM and Strategic Data decreased byA0.9 million, or 2.8%, from A33.6 million for the year ended December 31, 2011 to A32.7 million for theyear ended December 31, 2012. Expressed as a percentage of total operating income from recurringoperations, operating income from recurring operations for our CRM and Strategic Data divisionrepresented 40.1% for the year ended December 31, 2011, compared to 36.3% for the year endedDecember 31, 2012. The decrease in operating income from recurring operations was primarily due to anincrease in depreciation expenses as we started to amortize certain R&D projects.

Operating income from recurring operations for our Healthcare Professionals division increased byA5.9 million, or 20.0%, from A29.3 million for the year ended December 31, 2011 to A35.2 million for theyear ended December 31, 2012. Expressed as a percentage of total operating income from recurringoperations, operating income from recurring operations for our Healthcare Professionals divisionrepresented 34.9% for the year ended December 31, 2011, compared to 39.0% for the year endedDecember 31, 2012. The increase in operating income from recurring operations was primarily due to adecrease in depreciation expenses as the amount of assets on our consolidated balance sheet used byCegelease in its business decreases as it transitions to a broker model of business.

Operating income from recurring operations for our Insurance and Services division increased byA1.3 million, or 6.1%, from A21.0 million for the year ended December 31, 2011 to A22.3 million for theyear ended December 31, 2012. Expressed as a percentage of total operating income from recurringoperations, operating income from recurring operations for our Insurance and Services divisionrepresented 25.0% of our operating income from recurring operations for the year ended December 31,2011, compared to 24.7% for the year ended December 31, 2012. The increase in operating income fromrecurring operations was primarily due to the increase in EBITDA, partially offset by the beginning ofamortization of certain R&D projects.

Liquidity and Capital Resources

Overview

Liquidity describes the ability of a company to generate sufficient cash flows to meet the cashrequirements of its business operations, including working capital needs, capital expenditures, debt serviceobligations, other commitments, contractual obligations and acquisitions. Our principal source of liquidityis cash provided by operations, non-recourse sale of receivables in the ordinary course of business,amounts available under our Revolving Credit Facility Agreement, the FCB Loan and overdraft facilitiesand any remaining proceeds from the sale of our 2015 Notes and our Notes. Our major liquidityrequirements in recent years have been in respect of (i) the funding of our operating costs, (ii) the fundingof R&D and (iii) the servicing of our debt.

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Following the issuance of the Additional Notes and execution of the Tender Offer, our debt serviceobligations will consist primarily of (i) interest payments on the Notes, (ii) interest payments on theremaining outstanding 2015 Notes, (iii) when drawn, principal and interest payments on amounts drawnunder our Revolving Credit Facility (iv) the FCB Loan and (v) principal and interest payments on amountsdrawn under our overdraft facilities.

We intend to use the proceeds from the Offering to pay (i) the purchase price of the 2015 Notes in theTender Offer (including accrued and unpaid interest, as described in the separate tender offermemorandum) and (ii) related fees and expenses. Assuming that we are able to purchase A55.0 millionprincipal amount of 2015 Notes in the Tender Offer, we expect to have A113.6 million principal amount of2015 Notes outstanding upon consummation of the Tender Offer. The completion of the Tender Offer isconditioned upon the completion of this Offering. The amount, if any, of the proceeds from the Offeringthat are not applied as described above will be held as cash on hand for general corporate purposes,including, as the case may be, repayment of debt.

See ‘‘Summary—Recent Developments,’’ ‘‘Use of Proceeds’’ and ‘‘Capitalization.’’

For the years ended December 31, 2011, 2012 and 2013, our net financial debt amounted toA453.3 million, A475.6 million and A462.0 million, respectively. For the years ended December 31, 2011,2012 and 2013, our interest paid on net financial debt amounted to A32.3 million, A30.4 million and43.4 million, respectively. For more information on net financial debt, see Note 7 to our Audited FinancialStatements for the year ended December 31, 2011 and note 6 to our Audited Financial Statements for theyears ended December 31, 2012 and 2013.

Consolidated Cash Flow Statement

In this section, we are comparing our cash flow for the years ended December 31, 2013, 2012 and 2011 onthe basis of our audited historical statements for the years ended December 31, 2013 and 2012, including thecomparative financial information for the year ended December 31, 2011, included in the audited historicalfinancial statements for the year ended December 31, 2012,

The following table summarizes our consolidated cash flow statement for the years endedDecember 31, 2013, 2012 and 2011:

Year ended December 31,

2011 2012 2013

(millions of euros)

Net cash flow from (used in) operating activities . . . . . . . . . . . . . . . . . . . . . . . 141.5 116.9 149.6Net cash flow from (used in) investing activities . . . . . . . . . . . . . . . . . . . . . . . . (80.9) (97.6) (72.4)Net cash flow from (used in) financing activities . . . . . . . . . . . . . . . . . . . . . . . (67.8) (69.1) (42.7)

Total cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7.2) (49.9) 34.4

Net cash at the beginning of the period(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78.0 71.7 21.5Net cash at the end of the period(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71.7 21.5 54.2Net increase (decrease) in net cash(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6.3) (50.3) 32.8

Note:

(1) Net cash is defined as cash and cash equivalents less the outstanding balance under the current bank loans (overdraft facilities)

Net cash flow from (used in) operating activities

Net cash flow from operating activities increased by A32.6 million from A116.9 million in the yearended December 31, 2012 to A149.6 million in the year ended December 31, 2013. This increase reflects anincrease in operating profit, a decrease in working capital requirement and a decrease in cash out fortaxes paid.

Net cash flow from operating activities decreased from A141.5 million in the year ended December 31,2011 to A116.9 million in the year ended December 31, 2012. This decrease reflects a decrease in workingcapital of only A4.0 million in the year ended December 31, 2012 as compared to a decrease ofA21.3 million in the year ended December 31, 2011, and an increase in taxes paid by A8.3 million in the yearended December 31, 2012 due to the disbursement schedule of income taxes.

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Net cash flow from (used in) investing activities

Net cash flow used in investing activities decreased by A25.2 million from an outflow of A97.6 millionin the year ended December 31, 2012 to an outflow of A72.4 million in the year ended December 31, 2013.This decrease was mainly due to a net decrease in cash from acquisitions and disposals by A16.9 million(no major acquisitions during 2013) and in total capital expenditures for A7.5 million.

Net cash flow used in investing activities increased from A80.9 million in the year ended December 31,2011 to A97.6 million in the year ended December 31, 2012. This increase reflects an increase ofA18.6 million due to the acquisition of ASP Line and the earn-out payment in connection with theacquisition of Pulse, partially offset by the disposal of Pharmapost.

Net cash flow from (used in) financing activities

Net cash flow used in financing activities amounted to an outflow of A42.7 million in 2013, a decreaseof A26.4 million compared to 2012 as a result of the 2013 Refinancing Transactions, partially offset by anincrease in interest paid on debt, which includes the premium paid for the partial buyback of our 2015Notes of A8.9 million.

Net cash flow used in financing activities amounted to A69.1 million in the year ended December 31,2012 as a result of A63.7 million in interest and principal payments in respect of our existing debtobligations.

Net cash flow used in financing activities amounted to A67.8 million in the year ended December 31,2011, as a result of A14.0 million in dividends paid to shareholders of Cegedim S.A., A31.7 million ininterest and principal payments in respect of our existing debt obligations, A5.5 million in income on cashequivalents, which included the exceptional gain resulting from the repurchase and cancellation ofA20.0 million in principal amount of the 2015 Notes.

Capital Resources

The Term Loan (repaid in early 2013) and the Revolving Credit Facility, the 2015 Notes, equity capitalincreases, the FCB Loan, non-recourse sale of receivables in the ordinary course of business and overdraftfacilities have provided our main source of financing in the past. We define net financial debt as the sum ofour long-term, medium-term, short-term financial borrowing and liabilities, net of cash and cashequivalents. As of December 31, 2011, 2012 and 2013, we had net financial debt of A453.3 million,A475.6 million, and A 462.0 million, respectively.

On April 7, 2014, we launched the Tender Offer to purchase for cash all or part of the 2015 Notes. Weintend to use the proceeds from the Offering to pay (i) the purchase price of the 2015 Notes in the TenderOffer (including accrued and unpaid interest, as described in the separate tender offer memorandum) and(ii) related fees and expenses. Assuming that we are able to purchase A55.0 million principal amount of2015 Notes in the Tender Offer, we expect to have A113.6 million principal amount outstanding of 2015Notes upon consummation of the Tender Offer. After the completion of the Tender Offer, our principalsources of funds are expected to be available drawings of A80.0 million under the Revolving Credit Facility,overdraft facilities of A46.0 million, non-recourse sales of receivables in the ordinary course of business andcash from operations. The amount, if any, of the proceeds from the Offering that are not applied asdescribed above will be held as cash on hand, for general corporate purposes, including, as the case maybe, repayment of debt.

Future Liquidity, Commitments and Financing Arrangements

Working capital requirements

Our working capital levels vary as a result of several factors, including seasonality and the efficiency ofour receivables collections. Historically, we have financed our working capital requirements through thecash on hand, amounts available under the Revolving Credit Facility and overdraft facilities. Since 2011, wehave also been relying on cash from the sale of receivables in the ordinary course of business on a non-recourse basis.

The balance of such receivables amounted to A21 million and A15.8 million at the end of 2012 and2013, respectively. Our working capital decreased by A9.4 million in 2013 compared to 2012. This decreaseis mainly due to a A2.5 million decrease due to changes in inventories and work in progress, a A13.3 millionincrease due to changes in accounts receivables and other receivables and a A20.2 million decrease due to

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changes in accounts payable and other liabilities. In the year ended December 31, 2012, our workingcapital decreased by A4.0 million compared to the year ended December 31, 2011, primarily driven byimproved cash collections and an increased amount of receivables sold in the ordinary course of business(in the amount of A21 million). This was partially offset by faster settlement of our accounts payable in theUnited States, as a result of rebate incentives. Total working capital requirement for 2013 and 2012 was1.8% and 2.6% of revenues respectively.

Capital Expenditures

Our capital expenditures remain relatively stable from year to year. Historically, they have primarilyrelated to R&D, maintenance costs and purchases made in respect of Cegelease’s leasing business. Wehave no material capital expenditure commitments. Flexibility and discretion are maintained in order toadjust, from time to time, the level of capital expenditures to the needs of our business.

For the year ended December 31, 2013, our capital expenditures were A71.6 million, consisting ofA46.9 million of capitalized R&D, A14.6 million in maintenance capex, A10.1 million of assets used for leaseagreements by Cegelease not transferred to banks.

Year endedDecember 31,

2011 2012 2013

(millions of euros)

Capitalized R&D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47.1 48.4 46.9Maintenance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.5 18.2 14.6Assets used by Cegelease for lease agreements and not transferred to banks . . . . . . 10.9 12.4 10.1

Total capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79.5 79.1 71.6

As a percentage of revenue, capital expenditures amounted to 8.7%, 7.3% and 7.9% for the yearsended December 31, 2011, 2012 and 2013, respectively. We plan to fund our future capital expenditures,excluding acquisitions, with the capital resources described above.

Research and Development

The payroll expense for our R&D workforce represents the majority of the total R&D costs andamounts approximately to 6% of revenue for the year ended December 31, 2013. Although this percentageis not a targeted figure, it has remained relatively stable for the past several years. Of this R&Dexpenditure, approximately half is capitalized annually in accordance with IAS 38, which requires that(i) the project be clearly identified and the related costs are separable and tracked reliably; (ii) thetechnical feasibility of the project has been demonstrated, and the Group has the intention and thefinancial capacity to complete the project and use or sell the products resulting from this project; and(iii) it is probable that the developed project will generate future economic benefits that will flow tothe Group.

In the years ended December 31, 2011, 2012 and 2013, we capitalized A47.1 million, A48.4 million andA46.9 million of our R&D costs. Otherwise, R&D costs are recorded as expenses for the fiscal year inwhich they were incurred.

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Principal Financing Arrangements

The table below sets out our principal financing arrangements as of December 31, 2013, as adjustedfor the 2014 Refinancing Transactions:

Less than More thanTotal 1 year 1-5 years 5 years

(millions of euros)

Principal Financing ArrangementsAdditional Notes issued hereby(1) . . . . . . . . . . . . . . . . . . . . . . . 125.0 — — 125.0Existing Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 300.0 — — 300.0Revolving Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —2015 Notes(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113.6 113.6 —FCB Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45.1 — 45.1 —Overdraft Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.7 12.7 — —

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 596.4 12.7 158.7 425.0

(1) Reflects the proceeds from the issuance of the Additional Notes assuming that they are issued at par. Excludes (i) payment ofinterest accrued from April 1, 2014 to the Issue Date and (ii) any premium related to the issuance of the Notes.

(2) Assumes that we purchase A55.0 million of 2015 Notes in the Tender Offer at an assumed purchase price of 108.071% of par, orA54,036 per A50,000 principal amount of 2015 Notes. For each additional A50,000 principal amount of 2015 Notes purchased inthe Tender Offer, there will be a corresponding decrease of A50,000 in the aggregate principal amount of 2015 Notesoutstanding, a A54,054 increase in the aggregate purchase price of the 2015 Notes in the Tender Offer and a related decrease incash on hand from the net proceeds of this Offering, each on an as adjusted basis. Any principal amount of 2015 Notespurchased in the Tender Offer (including any related premium and accrued interest) that exceeds the net proceeds from thisOffering will be funded with cash on hand or borrowings under our Revolving Credit Facility.

Off-Balance Sheet Commitments

Cegedim S.A. provides guarantees and security with respect to the operational or financingobligations of its subsidiaries in the ordinary course of business. See note 24 to each of the AuditedFinancial Statements as of and for the years ended December 31, 2011, 2012 and 2013, respectively,included elsewhere in this offering memorandum.

Financial risk management objectives and policies

Our activities remain subject to the usual risks inherent in engaging in its trades as well as political andgeopolitical risks arising from its international presence for most of its activities and unexpected instancesof force majeure.

Interest rate risk

To limit the effects of rising interest rates on our financial expenses, we have implemented a riskhedging policy to limit the maximum interest expense for the duration of our Revolving Credit Facility andthe FCB Loan with respect to a portion of the principal amounts. Only Cegedim S.A. has implementedinterest hedging, when necessary. Interest rate hedges are monitored centrally in order to measure ouroverall interest rate risk exposure and to effectively control the market instruments used under hedgingstrategies in place.

We hedge interest rate risk on the basis of both current debt and probable future debt levels, namelyaccounting for changes in the use of our revolver lines of credit and changes in the composition of our debtprofile. Depending on the position to be managed and the benchmark rate upheld, a hedging strategy isimplemented. The aim of such a strategy is to protect the benchmark rate and leverage, at least in part, onany positive changes. These hedging strategies mainly involve futures or forwards derivatives and optionsderivatives. There is no guarantee as to our capacity to effectively hedge against interest rate risks.

The amount of loans that have been hedged against adverse changes in interest rate risk wasA60.0 million as of December 31, 2013. At December 31, 2013, a 1% increase in the interest rates appliedto the non-hedged debt would have had an impact of A0.0 million on the Group’s earnings before incometax because all of the debt at variable interest rates is hedged.

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Exchange rate risk

67% of our activities are conducted by subsidiaries in the eurozone, exposing us to limited exchangerate risk. In the year ended December 31, 2013, revenue decreased by 1.8% due to foreign exchangeeffects. These effects result primarily from fluctuations in the exchange rate between the euro and theU.S. dollar (10.7% of revenue) and the pound sterling (9.1% of revenue). We have not established a policyfor exchange rate risk hedging. Because of the substantial number of currencies involved, exposure tovariations in currencies and the volatile nature of exchange rates, we cannot predict the impact of exchangerate fluctuations on its future operating earnings. However, such impact is expected to result from thetranslation effect rather than the transaction effect of foreign exchange fluctuations as our subsidiariesmainly deal in their respective local currencies.

Liquidity risk

Our liquidity risk is caused primarily by the maturity, amortization and payments of interest of theRevolving Credit Facility, the FCB Loan, the 2015 Notes and the Notes. Borrowing is monitored centrally.Net financial debt as of December 31, 2013 decreased by 2.9% compared to the net financial debt as ofDecember 31, 2012.

The Revolving Credit Facility Agreement impose compliance with certain maintenance covenants, andthe Revolving Credit Facility Agreement and the terms and conditions of the 2015 Notes and the Notesrestrict the incurrence of debt and other matters. See ‘‘Description of Other Indebtedness and FinancingArrangements—Revolving Credit Facility Agreement’’ and ‘‘Description of Other Indebtedness and FinancingArrangements—Existing Notes and 2015 Notes.’’

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in accordance with IFRS requiresmanagement to make estimates and assumptions that may influence the application of accountingprinciples within the Group and affect reported amounts of assets and liabilities, income and expenses.The estimates and associated assumptions are based on historical experience and various other factors thatare believed to be reasonable under the circumstances, the results of which form the basis of making thejudgments about carrying values of assets and liabilities that are not readily apparent from other sources.Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed onan ongoing basis. Adjustments to accounting estimates are recognized in the period in which the estimateis revised if the adjustment affects only that period or in the period of the adjustment and future periods ifthe adjustment affects both current and future periods.

Business combinations

Business combinations are accounted for using the acquisition method in accordance with theprovisions of standard IFRS 3 (Business combinations). The assets, liabilities and contingent liabilities ofthe entity acquired are accounted for at their fair value at the end of a valuation period, which may cover12 months following the date of acquisition or the closing date of the fiscal year following that in which thetransaction took place.

The difference between the acquisition cost and our interest in the net fair value of assets, liabilitiesand contingent liabilities of the acquired entity at the acquisition date is recorded as goodwill. In general,the acquisitions made by us correspond to acquisitions of market shares leading to limited allocations ofacquisition on goodwill. If the acquisition cost is less than the fair value of the identified assets, liabilitiesand contingent liabilities acquired, the difference is immediately recognized as ‘‘badwill’’ in the incomestatement.

Goodwill on acquisition is recorded in the functional currency of the entity acquired. Standard IAS 21(section 47) requires that goodwill on acquisition in foreign currencies be recognized at the closing rate oneach accounting closing date and not at the historical cost.

Goodwill on acquisition is not depreciated and is subject, in accordance with revised standard IAS 36,to impairment testing when an impairment indicator is identified and at least once a year.See ‘‘—Impairment of assets (IAS 36)’’ below. If necessary, impairments are recorded as ‘‘Othernon-recurring income and expenses from operations.’’

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Impairment of assets (IAS 36)

Cash generating units

Impairment tests are performed on the cash generating units (‘‘CGUs’’) to which these assets may beallocated. The CGU is the smallest identifiable group of assets that generates cash flows which are largelyindependent of the cash inflows generated by other assets or groups of assets. CGUs generally correspondto a set of entities contributing to the same sector of activity (type of services) and using the same tools.

CGUs follow the divisions of our main sectors of activity, which are further divided themselves intoseparate industry components if they are relevant to the definition of the cash flows. In some cases, thegeographic component takes precedence over the industry component due to synergies established incertain countries or in certain regions thus leading to the definition of geographic CGUs.

Divisions and CGUs

• CRM and Strategic Data: this division includes all services for pharmaceutical companiesworldwide. The industry components of this sector are not strictly separate. They have strongsynergies in that they revolve around a skills center and a shared database. The division into CGUsthus favors a geographic division (Americas, Europe, Asia) on the basis of which it is possible tomonitor distinct cash flows.

• Healthcare Professionals: this division groups together all services for medical professionals. Thereare two major industry components and two CGUs, thus a distinction between services for doctorsand services for pharmacists.

• Insurance and Services: this division is a CGU in its own right. It brings together the know-howneeded to develop services for insurance companies, mutuals and other organizations involved inthe processing of healthcare flows.

For impairment testing purposes, as of the acquisition date, goodwill acquired within a businesscombination is allocated to the CGU that is likely to benefit from the synergies of the combination. Thisassignment is also consistent with the manner in which the Group’s management monitors theperformance of operations.

Discount rate

We retain a single rate for all CGUs. The skills center and databases used to support all of ourservices are centralized and only the distribution is local. In addition, our customers in its core business areworldwide groups.

Also, given that the value of an asset is independent of its financing method, the discount rate usedcorresponds to a zero-debt cost of equity. This is consistent with the recommendations of appendices 15to 21 of IAS 36.

We have mandated an independent firm of experts to calculate this discount rate. The calculationsnamely refer to comparable stock samples and benchmark indexes to determine our own risk premium andcoefficient. It is updated as required according to market conditions and at least once a year.

In compliance with IAS 36, impairment tests are carried out using a pre-tax discount rate that includesa target debt-equity ratio applicable to our activity sector and an industry risk coefficient that is alsore-indebted. This pre-tax rate amounted to 9.9% at December 31, 2013. It is applicable to operating cashflows before income taxes.

Valuation of recoverable value and impairment tests

The recoverable amount of a CGU is the higher of its fair value less costs to sell and value in use. TheGroup evaluates the recoverability of its long-term assets as follows:

Amortized Intangible Assets (software, databases): Although these intangible assets are amortized,they are individually monitored. This monitoring is based on indices intended to detect a possible loss ofvalue, namely the productivity of the asset or business opportunities. In the presence of a loss of value, wecarry out an impairment test that may result in the recognition of additional impairment.

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Unamortized Intangible Assets (trademarks, goodwill on acquisition): Once a year, we performimpairment tests to assess the possible loss of value for these assets. Business plans are set for each CGUfrom which the net present value of expected future cash flows for the CGU using the DCF (DiscountedCash Flow) method is calculated. The length used for business plans is five years. The discount rate isdetermined as explained above.

The perpetuity growth rate chosen is based on economic data that is weighted so as to reflect thespecificities of the Group. Since 2008, an independent firm of experts has been mandated to calculate thisrate, which is 2% (unchanged since 2008).

In addition, sensitivity tests are conducted on various parameters, namely by varying the assumptionsused for the discount rate, the perpetuity growth rate, consolidated profit for the period before share ofprofit (loss) for the period of equity method companies, income tax and cost of net financial debt and freecash flow growth.

In addition to these annual impairment tests, we individually monitor these assets in the same manneras amortized intangible assets. Indications of a loss in value specifically account for changes in revenuesand the operating margins of the CGUs to which the assets are allocated. Where a risk of impairment isidentified, we perform an impairment test that may result in the recognition of additional impairment.

A loss in value is recorded if the recoverable amount of an asset or of a CGU is less than its bookvalue. If the CGU tested includes goodwill on acquisition, the impairment is first allocated to this goodwill.Impairment is recognized under ‘‘Other non-recurring income and expenses from operations’’ and isclearly explained in the notes to the consolidated financial statements.

Provisions and contingent liabilities (IAS 37)

A provision is recorded if we have a probable obligation resulting from past events, whose settlementshould correspond to an outflow without any equivalent compensation and whose amount can bereasonably measured. The provision is maintained as long as the due date and the amount of the outflowof resources have not been precisely determined.

If the loss or the liability is not probable or cannot be measured reliably, but remains possible, werecord a contingent liability in commitments. Provisions are estimated on a case by case basis or based onstatistics and discounted when they are due in more than one year. Our main commitments (excludingretirement compensation) are intended to cover employee, client and supplier litigation.

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BUSINESS

The following discussion contains forward-looking statements. These forward-looking statements aresubject to known and unknown risks, uncertainties and other factors and are based on potentiallyinaccurate assumptions that could cause actual results to differ materially from those expected or impliedby the forward-looking statements. Factors that could cause or contribute to these differences include butare not limited to, those described under ‘‘Forward-looking Statements,’’ ‘‘Risk Factors’’ and elsewhere inthis offering memorandum.

Overview

We are a leading provider of technology and information services to the healthcare industry, servingcustomers in more than 70 countries on five continents. We design, develop, implement, market, sell andtechnically support a wide range of information technology services, including specialized software anddatabase management services. We target various segments of the healthcare industry, including(1) pharmaceutical, biotech and other healthcare companies, (2) healthcare professionals and (3) healthinsurance companies. Our software and services enable our customers to test and introduce new productsquickly, identify new customers, understand the needs of existing customers more deeply, process customerorders more efficiently and generally support their customer relationships in an integrated andcost-effective manner.

Founded in France in 1969, we have been publicly listed on the Paris Stock Exchange (now the NYSEEuronext Paris Exchange) since 1995. For the year ended December 31, 2013, we generated revenues ofA902.3 million and EBITDA of A155.7 million.

Our Divisions

Our operations are organized into three divisions based on type of product offering and client base:(1) CRM and Strategic Data, (2) Healthcare Professionals and (3) Insurance and Services. A fourthdivision named ‘‘Reconciliation’’ was created in the fourth quarter of 2013, in order to provide relevantinformation by division for internal reporting. This division bring together the activities inherent to theparent company of a listed group and support activities for the Group’s three operating divisions.

Customer Relationship Management (‘‘CRM’’) and Strategic Data. Our CRM and strategic data divisionsupports the marketing and service operations of pharmaceutical, biotech, other healthcare companies andother businesses by providing them with software, data and analysis. Our range of products and servicesincludes (i) databases containing information on medical practitioners and prescribers, including ourOneKey database, (ii) sales and marketing management systems, including our CRM software,(iii) strategic marketing and medical research, (iv) software and analytical systems for assessing theeffectiveness of advertising and promotional activity and (v) business intelligence services. Additionally, weprovide compliance services which allow pharmaceutical, biotech and other healthcare companies to bettercommunicate the correct usage of drugs and help them ensure that their marketing activities comply withapplicable laws and regulations.

We collect and compile our data through our software, market research and the activities of ourHealthcare Professionals division. We then make the data available through our databases and otherproducts to our customers, who require access to information that is normally held by individual healthcarecompanies and professionals. In particular, we believe our OneKey database is the most comprehensivedatabase of healthcare professionals currently available and contains information on more than13.7 million healthcare professionals worldwide, an increase of 5.2 million data sources, due to the mergerof our Compliance Database into OneKey. It allows our users to obtain accurate information onhealthcare professionals in various sectors and helps them strengthen their relationships with customers.

The clients of our CRM and Strategic Data division include all of the top 20 global pharmaceuticalcompanies as measured by revenue in the year ended December 31, 2012. Our CRM software, databasesand market research are also used by several companies in the food service, automotive and otherindustries.

For the year ended December 31, 2013, our CRM and Strategic Data division generated 50.2% of ourrevenue, primarily through (i) database subscriptions based on the number of users for each customer,(ii) data access fees based on the data requests by each customer, (iii) the sale of software and the relatedadministration, training, upgrade and enhancement fees, (iv) the sale of statistics and other marketresearch fees and (v) consulting fees. For more information on the products and services offered by our

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CRM and Strategic Data division, see the table under ‘‘Business—Our Divisions—CRM and StrategicData—Products and Services.’’

Healthcare Professionals. Our healthcare professionals division provides (i) software for themanagement of day-to-day practices to pharmacists, physicians, healthcare networks and paramedicalprofessionals located in the EMEA region and the United States and (ii) databases that are useful for suchhealthcare professionals. Our software and databases include electronic patient records, e-prescriptionssoftware and a medication database, the scope and content of which are tailored to the healthcareregulations and prescription processes of the various countries in which our clients operate. We alsoprovide administrative services, including installation, maintenance and hosting, as well as training and callcenter services related to our products. Furthermore, through our subsidiary Cegelease, we arrangefinancings for pharmacists and healthcare professionals in France for computer equipment (e.g., software,hardware and maintenance) and pharmacy fixtures (e.g., signs, automatic devices and furniture). In suchfinancings, we primarily act as a broker between our customers and established financial institutions.Lastly, we offer marketing and point-of-sale services to pharmacies in France.

For the year ended December 31, 2013, our Healthcare Professionals division generated 32.0% of ourrevenue, primarily through: (i) the sale of software and databases and the related administration, trainingand upgrade and enhancement fees, (ii) in respect of our medication database, user subscription fees and(iii) broker fees to Cegelease.

For more information on the products and services offered by our Healthcare Professionals division,see the table under ‘‘Business—Our Divisions—Healthcare Professionals—Products and Services.’’

Insurance and Services. Our insurance and services division provides information managementsoftware and services for healthcare insurers predominantly in France. Our portfolio of services facilitatesthe management of direct healthcare billing and payment, electronic data interchange (primarily for clientsof our other products and services) and processing of claims. We also offer management, administrative,information technology (‘‘IT’’) and e-business services and provide up-to-date information on significantchanges in regulatory and competitive conditions in the health insurance industry.

For the year ended December 31, 2013, our Insurance and Services division generated 17.7% of ourrevenue, primarily through (i) the sale of software and the related administration, training and upgradeand enhancement fees and (ii) service fees in respect of our management, administrative, IT ande-business services, including pay per transaction fees.

For more information on the products and services offered by our Insurance and Services division, seethe table under ‘‘Business—Our Divisions—Insurance and Services—Products and Services.’’

Reconciliation Division. Beginning in the fourth quarter of 2013, we began segregating the activitiesthat the Issuer performs as the parent company of a listed group, as well as the support it provides to thethree operating divisions into a fourth, newly introduced, division named ‘‘Reconciliation.’’ This divisionincludes: (1) support activities that are invoiced at market prices to the relevant operating division (such asbookkeeping, human resources and cash management, legal assistance and marketing services) and(2) certain parent company activities that cannot be attributed to any single division or business line (suchas Group strategy management, producing consolidated information and financial communications). TheReconciliation division’s activities are performed chiefly by the Issuer, our parent company, which alsocarries out certain operational activities, the most important of which is CRM and Strategic Data.Previously, Reconciliation division activities had been housed within the division to which the Issuer’sprincipal operational activity belongs: CRM and Strategic Data. In addition to intra-company revenues,which are eliminated in consolidation, our Reconciliation division also records a small amount of externalrental revenue on real estate assets attached to divested business, from which the Group continues tocollect lease payments. This new segment reporting will allow for a better understanding and assessment ofthe operational performance of our three operating divisions.

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3APR201422205339

4APR201416284005

4APR201414420468 3APR201422205530 3APR201422205684

The chart below provides the breakdown of our total revenue for our operating divisions for the yearended December 31, 2013:

Revenue by Division

HealthcareProfessionals

32%

Insurance& Services

18%

CRM &Strategic

Data50%

The chart below provides the breakdown of our total revenue by geographic region (recognized in theregion in which invoices are generated) for the year ended December 31, 2013:

Revenue by Geographic Region

EMEA(excluding

France)26%

Americas13%

APAC4%

France57%

The charts below provide the breakdown of our total revenue by geographic region (recognized in theregion in which invoices are generated) for each operating division, for the year ended December 31, 2013:

Revenue by Geographic Region and by Division

CRM and Strategic Data Healthcare Professionals Insurance and Services

APAC9%

France33%

EMEA(excluding France)

36%

Americas22%

France72%

Americas4%

EMEA(excluding

France)24%

France99.6%

EMEA(excluding

France)0.4%

For information on the main products and services offered in each of our divisions, see ‘‘Business—Our Divisions—CRM and Strategic Data—Products and Services,’’ ‘‘Business—Our Divisions—HealthcareProfessionals—Products and Services’’ and ‘‘Business—Our Divisions—Insurance and Services—Productsand Services.’’

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Industry Dynamics

Our three operating divisions operate in three different markets within the healthcare industry:(i) databases and software for the healthcare industry, mainly for pharmaceutical companies, (ii) databasesand software for healthcare professionals and (iii) software, electronic third-party payments (electronicreimbursements) system and management, processing of claims, and related services for healthcareinsurance companies in France.

CRM and Strategic Data

The market for databases and software for the healthcare industry is impacted primarily by thefollowing trends that affect the drug marketing methods and related spending by pharmaceuticalcompanies:

• In recent years, a significant number of Blockbuster Drug patents have expired. As a result,branded drugs have been facing increased competition from generic drugs, resulting in a significantreduction of marketing efforts and related spending for branded drugs and a decrease in thenumber of medical representatives. In more mature markets, this competition has been furtherintensified by governmental cost-cutting measures encouraging the prescription of genericmedications.

• In addition, pharmaceutical companies have been introducing fewer new drugs to the market due to(i) a lack of candidate drugs resulting from a lower level of R&D in the past few years, (ii) thedifficulty of securing intellectual property rights in an increasingly competitive and litigiousenvironment and (iii) heightened regulatory approval requirements. This drop in the number ofnew drugs has led to a decrease in the need for their marketing and a decrease in the number ofmedical representatives.

Notwithstanding these recent trends, we believe that their impact on our business will diminish in thecoming years as:

• The rate of the Blockbuster Drugs patent expiration is expected to decline over the next years andthe pharmaceutical companies’ pipeline is improving.

• Pharmaceutical companies have been diversifying their product offerings, partially shifting awayfrom primary care R&D and focusing more on specialty drugs, such as medications for cancer,diabetes or heart disease. This focus on specialty drugs has resulted in the creation of smallergroups of highly trained medical representatives, requiring more sophisticated databases, software,and market research for the targeted marketing of these specialty drugs.

• In addition, pharmaceutical companies have been focusing on emerging markets, where favorabledemographics, higher standards of living and greater government support for expanding insurancecoverage outweigh the negative trends in more mature markets.

These trends have not impacted all pharmaceutical companies equally. Large pharmaceuticalcompanies have most acutely felt the effect of the increased competition from generic drugs and havereduced their marketing budgets and, as a result, the number of their medical representatives. In contrast,medium to small pharmaceutical companies, including biotech research companies that have been able tobring drug candidates to market, tended to increase their marketing budget.

Finally, in recent years, regulations governing the marketing of pharmaceutical products haveincreased. Pharmaceutical companies and their medical representatives have been increasingly requiredunder regulations, such as the 2010 Physician Payment Sunshine Act in the United States, to keep track oftheir marketing activity, including which healthcare professionals they visit, how often they visit them andthe product samples and promotional items they distribute. This has led to the development of new specificsoftware designed to help pharmaceutical companies keep track of, and comply with, these requirements.

Healthcare Professionals

As part of efforts by governments, in mature markets in particular, to reduce overall healthcare costs,healthcare professionals are increasingly encouraged to use advanced IT systems and sophisticatedsoftware such as electronic care sheets and patient records and inter-system communication as a way toreduce healthcare system management costs, better monitor cost overruns and aid verification ofregulatory compliance. Certain countries have also adopted a Pay for Performance policy, a healthinsurance payment model whereby healthcare providers are paid for meeting pre-established quality and

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efficiency targets, and therefore need to make use of advanced IT systems and software to meet thesequality and efficiency targets.

The United States, in particular, implemented many of the above efforts, including the Pay forPerformance policy, through the Affordable Care Act in 2010 (‘‘Obamacare’’), which increased thedemand for our products and services and those of our competitors at the time of its enactment. Althoughthis demand has abated due to legal challenge to, and delays in the implementation of, the AffordableCare Act, we believe the demand should rebound when the cost-reduction aspects of the Affordable CareAct are eventually implemented.

Insurance and Services

French insurance providers are facing pressure on their margins as a result of regulatory (includingSolvability II regulatory requirements) and taxation changes and adjustments to the social safety net. Theyare facing pressures to reduce transaction costs and make immediate reimbursements and are respondingby seeking ways to increase efficiency, including turning to software platforms and e-business for discretetasks, such as compliance and electronic third-party payment (electronic reimbursement) systems forprocessing pharmacy and other medical reimbursement claims. They have also sought to generallyoutsource administrative tasks. Governments are also increasingly pressuring insurance providers to adoptthese tools, so as to decrease the cost of insurance to the public.

Our Competitive Strengths

We believe we benefit from the following key competitive strengths:

Leading and sustainable market positions in each of our divisions

We have established ourselves as a leading provider of technology and information services to thehealthcare industry through the quality and diversity of our products and services and our continuedinvestment in research, development and innovation. We maintain a leading market share across each ofour three operating divisions in many of the countries in which we operate.

• CRM and Strategic Data division. We believe our CRM and Strategic Data division is among theglobal leaders serving the needs of the healthcare industry in terms of databases, market research,CRM software, compliance applications and support. We serve approximately 200,000 medicalrepresentatives and other users in over 70 countries. According to our internal semi-annual marketshare research, as measured by number of medical representatives of pharmaceutical companiesusing healthcare software, as of December 31, 2013, our CRM platform had a market share of 37%for pharmaceutical CRM and our OneKey database had a market share of 46% for healthcareprofessionals databases (excluding pharmaceutical companies’ proprietary databases), in thecountries in which we operate. We serve many of the leading pharmaceutical companies, includingthe top 20 global pharmaceutical companies by revenue in the year ended December 31, 2012.

• Healthcare Professionals division. Based on our estimates, we believe that our HealthcareProfessionals division holds either the #1 or #2 position with general practitioners or pharmacies insix countries in the EMEA region for medical management and electronic healthcare recordsoftware publishing. Currently, our healthcare software has been installed by approximately217,000 physician and paramedical workstations in nine countries (compared to 130,000 in 2012)and by over 84,000 pharmaceutical workstations in France, the United Kingdom, Romania andTunisia (compared to 78,000 in 2012).

• Insurance and Services division. We believe that our Insurance and Services division is the leadingprovider in France of software for managing policyholder information and electronic third-partypayments (electronic reimbursements), measured by the number of policyholders and the numberof transactions conducted annually. The software published by our Insurance and Services divisionis used to manage electronic third-party payments (electronic reimbursements) for at least40 million policyholders and over 300 million electronic third-party payment (electronicreimbursement) transactions each year.

Our leading market positions, global reputation and comprehensive product and service offeringsprovide us with a number of significant competitive advantages, including the ability to expand the range ofproducts sold to existing clients, to attract new customers and to expand into new markets.

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High barriers to entry

There are considerable barriers to entry into the healthcare technology and information servicesindustry. These include (i) creating databases with sufficient breadth and depth of information,(ii) building longstanding customer relationships, (iii) offering innovative integrated products and servicesand (iv) managing large amounts of data and transactions.

Creating a database in a new market is a long, difficult and costly process. We collect the informationcontained in our databases using a variety of methods and sources, including phone calls to our largenetwork of physicians, surveys of healthcare professionals, user updates and physician panels. We believethat our OneKey database, with information on 13.7 million healthcare professionals, is the benchmark inthe pharmaceutical industry in terms of the number of countries covered, volume of data entered and thenumber of users. The length of time we have offered OneKey, the geographic reach of OneKey that allowscustomers who operate in various countries to easily coordinate their cross-border operations, and ourlarge network of physicians and medical representatives who contribute to updating the information in theOneKey database, provide us with a distinct advantage over new entrants in the market. Additionally, thesuccess of our OneKey database has provided us with access to decision makers at top pharmaceuticalcompanies and has given us opportunities to cross-sell our software, which is easily connected to ourOneKey database and can be tailored to the specific needs of each company.

We have also established, long-term relationships with our clients, and because of the complexity andcosts associated with a change of provider, we believe that they would not be easily persuaded to switch toa competitor. Our clients need a partner that they can trust to provide accurate and high-quality data,products and services. In addition, many new entrants to the market provide either software or databases,whereas we are not only able to offer both to address the many needs of our clients, but our software anddatabases are also well connected, allowing users to avoid delays in tailoring other software to operate withour database. We believe clients prefer to do business with a ‘‘one-stop shop’’ instead of working withvarious different providers which often causes integration difficulties across platforms. In the case of ourHealthcare Professionals division, our main clients are physicians and pharmacists who, as a traditionallyconservative customer base, are less likely to entrust their data management needs to a new marketentrant. Finally, we are able to manage large amounts of data and transactions. Our healthcare flowmanagement services process over 300 million electronic data interchange flows per year. Building such arobust processing infrastructure is very costly and may be cost-prohibitive to new entrants in the market.

Recognized portfolio of innovative and integrated products and services

We believe the products in our portfolio are technologically advanced and among the best-in-class ineach category. Industry experts have recognized our commitment to innovation and production ofhigh-quality products. In 2011, Frost & Sullivan awarded us the North American Competitive StrategyInnovation Award in Mobile Sales Force Automation and reported that ‘‘Cegedim RelationshipManagement innovates against its competitors on a number of levels.’’ To ensure that our products fullymeet our customers’ needs, we actively engage our technical teams from the innovation stage and involvethem through the production and implementation stages. We have developed a reputation for innovationthrough the introduction of pioneering healthcare information technology and we commit a significantamount of our resources to the research, design and development of technologically advanced softwareand services. Some of our recent product and service offerings developed by our R&D team includethe following:

• Our Mobile Intelligence Touch software, which is a version of Mobile Intelligence developed fortablet users, is one of the first CRM platforms to be available on the new Windows 8-poweredtablets.

• Docnet, a social network dedicated to physicians, enables users to consult or share medicalquestions, post links and updates, invite colleagues to events and send messages to other users.Docnet is currently available in France, the United States, the United Kingdom, Norway, Sweden,and Turkey. We plan to expand into emerging markets in 2015. Global pharmaceutical and othercompanies use Docnet as an internet marketing tool, including renting advertising space on theDocnet website.

• Patient Portal, an internet platform that allows patients and physicians to communicate using asecure channel, set appointments and alerts, develop a healthcare plan and follow up on progressof treatment.

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• An upgrade to our AggregateSpend360 software that allows users to automatically generateexpenditure reports adapted to the regulations of each specific jurisdiction and, in its most recentversion, contains features to detect fraud and identify conflicts.

In the year ended December 31, 2013, we dedicated 12% of our workforce to R&D. The payrollexpense for our R&D workforce amounted to 6% of our revenue and represented the majority of our totalR&D costs. Our extensive offerings provide us with multiple avenues for strengthening and expanding ourongoing customer relationships, and we also believe that our ability to provide a broad and integrated suiteof products and services positions us as a strategic long-term partner for our customers by allowing us torespond to a variety of our customers’ needs.

Stable and diversified customer base

We believe that our long-standing customer relationships and our significant expertise provide us witha reliable and loyal customer base. Most of our contracts with our customers are entered into for amulti-year initial term (typically three to five years) and are then automatically renewable for a shortercontract term (typically one year) or do not provide for a contract term and can be terminated at will aftera notice period of several months. Our multi-year contracts enjoy a high renewal rate and our at-willcontracts enjoy a low termination rate. We believe that these long-standing customer relationships are duein large part to (i) the fact that for over 40 years, we have produced top-quality, innovative and award-winning products that enable us to deliver consistent performance to our customers, (ii) our customers’confidence in our company through transparent corporate governance and visibility over our financialsituation, (iii) the substantial investment in time and money that our clients make when installing aconnected software and database system such as ours and (iv) the implementation issues in migrating fromone provider to another, including the high startup costs and time commitments.

We also benefit from a diverse customer base, both by type of customer (pharmaceutical, healthcareand other companies, physicians, pharmacists and healthcare insurers) and geographic region, as shown bythe diversification of our revenues by division and by geography. See the charts under ‘‘—Our Divisions—Insurance and Services.’’ Within our customer base of pharmaceutical companies, we are not only focusedon the large companies with the large marketing budgets, but also on the medium to small companies thatwe believe would benefit from the continuing trend toward the development of specialty drugs, whichrequires specific and targeted marketing.

Due to this extensive and diversified network of clients, we benefit from low customer concentration.Our largest customer accounted for 4.5% of revenue and no other client represented more than 2.2% ofrevenue for the year ended December 31, 2013. Our top five clients and top ten clients represented 11.9%and 17.2% of our revenue, respectively, for the year ended December 31, 2013.

Strong presence along the healthcare value chain

We provide products and services to various participants in different segments of the healthcareindustry, including pharmaceutical companies, healthcare professionals and healthcare insurers. We havedeveloped an interactive business model, which is based on a mutually beneficial relationship with ourcustomers whereby much of the data we collect is provided by the users of our products (such as medicalrepresentatives, physicians and other healthcare professionals), which, in turn, allows us to compile, verify,update and make available such information for all of our customers.

For example, healthcare professionals contribute to updating and maintaining our OneKey databaseon a daily basis, which enables us to maintain its high quality and provide pharmaceutical companies withthe up-to-date information and data that they require. Our network of healthcare professionals alsoenables us to provide surveys and market research to pharmaceutical companies. We also collectinformation from pharmaceutical companies about medications, compile it into our databases and marketthese to healthcare professionals. We are thus able to accumulate a vast amount of diverse information,package it in commercially viable ways and access the potential purchasers of our products and services. Byfacilitating communication among various healthcare industry participants, we create, maintain anddeepen long-term relationships with both our existing and potential customers, thereby fostering long-termbusiness opportunities.

Long-standing shareholder support and experienced senior management team and qualified personnel

We are a family-controlled and operated business that has enjoyed strong and ongoing support fromour largest shareholders, FCB, the holding company controlled by the Labrune family (52.59% of our

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share capital and 69.00% of voting rights were ultimately controlled by the Labrune family in the yearended December 31, 2013), and Bpifrance Participations, each of whom have shown their support for ourorganic and external growth strategies through significant capital contributions.

We also have an experienced, strong and dynamic senior management team, led by Jean-ClaudeLabrune, our founder, Chairman and Chief Executive Officer, and Pierre Marucchi, our Deputy ManagingDirector, who have a combined tenure with us of more than 70 years, with significant experience in thetechnology, information services and healthcare industries. Our senior management team has a strongtrack record of driving our company to deliver high-quality software and services to physicians,pharmacists, insurers and other professionals in the healthcare industry and has contributed to oursuccessful growth. In addition, we are able to offer our customers high-quality products and services inlarge part due to the ongoing training of our personnel in key areas such as healthcare industry knowledgeand software technologies.

Our Strategy

Our strategy is to strengthen our leading market position as a provider of technology and servicesspecializing in healthcare and increase our global presence. The key elements of our strategy are:

Pursue long-term sustainable and attractive growth opportunities

We will pursue growth over the long term in mature and emerging markets, both organically andthrough opportunistic bolt-on acquisitions. We expect to continuously invest in R&D to support thatgrowth and consider strategic opportunities that may arise from the changing product, market andregulatory environments in the countries in which we operate.

We will continue to pursue organic growth by taking advantage of our existing capabilities and keystrengths in each of our three operating divisions:

• CRM and Strategic Data division. In mature markets, we aim to continue to meet the demand of ourcustomers for more specialized data and more sophisticated and diverse products and services as aresult of the change in the pharmaceutical industry from the mass marketing of Blockbuster Drugstowards the more targeted marketing of specialty drugs. In the United States, in particular, weintend to leverage what we believe to be the superior quality of our CRM and Strategic Dataproducts and services, especially of our OneKey database, to increase our market share and ourmargins. In emerging markets, such as China, Russia, India and Brazil, we intend to capitalize onthe significant sales growth opportunities generated by the increase in healthcare spending resultingfrom population growth and progressively higher standards of living.

• Healthcare Professionals division. We intend to continue improving our product and serviceofferings to meet increased demand from healthcare professionals for software, caused bygovernment healthcare reforms and cost-cutting measures that have led them to manage theirbusinesses more efficiently, including through the increased use of software for healthcare recordsand medication. We also intend to increase and further diversify our sales through growth inemerging markets when, in the future, the increased use of electronic medical records andutilization of new medical technologies lead to a greater need for our products and services byhealthcare professionals.

• Insurance and Services division. We intend to continue to leverage our existing processinginfrastructure and market position in France to meet increased demand from insurance providersfor software and services. In addition, we intend to pursue the possibility of developing an electronicpayment system for doctors and capture the opportunities created by the implementation of theSingle Euro Payment Area (SEPA) for our e-business products and services. Geographically, weintend to diversify our sales by expanding outside France, particularly to the Middle East andAfrica. As part of this strategy, we have recently established a small joint venture in Morocco with alocal partner.

Although our plans currently focus on cashflow generation, we remain sensitive to and evaluateopportunistic bolt-on acquisitions, including acquisitions of companies that serve markets in which we arenot yet active or that offer complementary products and services to further develop our businesses orbroaden the scope of products and services that we can provide to our customers. We have a team incharge of the integration of all acquisitions, ensuring that the post-acquisition period is in line with ourexpectations, a strategy that has historically resulted in the successful integration of our acquisitions.

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Continue to enhance existing products and services and invest in future products through innovation andcreate new internet-based services

We believe that in a dynamic technology-driven industry with demanding customers, the introductionof innovative software and services on an ongoing basis is critical for us to sustain our competitiveness. Forexample, we are continuously upgrading our Mobile Intelligence software, which makes our CRM platformaccessible to users of laptop computers and mobile devices. By making the program’s interface moreuser-friendly and adding new features, including online and offline functionalities and real-time analysis ofdata, we seek to make the program an essential product for pharmaceutical, biotech and other healthcarecompanies. Our Mobile Intelligence software, in many instances, also provides first-time users in emergingmarkets with a means to efficiently and economically upgrade from paper-based to high-tech computerizedoperations. We have developed our Mobile Intelligence Touch software, a version of Mobile Intelligenceinitially developed for the iPad and one of the first CRM platforms to be available on the new Windows8-powered tablets. We have also recently introduced our ‘‘OneAIM’’ product (One Actionable InsightMedical Map), which provides integrated scientific information and digital behavior mapping for medicalscience liaisons within pharmaceutical companies.

We also develop applications that allow customers of our CRM and Strategic Data division to directlyaccess doctors’ workstations to achieve more tailored and direct marketing. Currently, medicalpractitioners and healthcare professionals are increasingly using the internet and other online services tomanage their day-to-day practice. We intend to continue to expand our existing software and services inorder to provide increased online access to these clients as well as develop new applications that areexclusively web-based. We believe our continued investment in both upgrading and enhancing our existingproducts and services and developing future innovative products will allow us to continue to expand ourbusiness and satisfy our clients’ expectations.

Expand geographically or through new markets

We aim to leverage the volume of business we have with many of the large pharmaceutical companiesand our long-standing relationships to (i) increase the use of worldwide contracts and (ii) accompany andfacilitate their expansion into emerging markets. With medium to small pharmaceutical companies, weintend to capture opportunities for our CRM and Strategic Data products in connection with their launchof new specialty drugs.

We also intend to continue focusing on developing new customers, such as medical device companies.We have so far had limited presence in the market for CRM databases and software targeted at medicaldevice companies. These companies are less impacted by the trends that are affecting the marketingbudget of, particularly, the larger pharmaceutical companies in mature markets. We believe that ourproducts and services can address the marketing needs of medical device companies with the same successthat we have had in addressing the needs of pharmaceutical companies, and we therefore intend toincrease our marketing efforts towards them.

Continue to reduce costs with a focus on increased profitability

While continuing to produce high quality products and services, we intend to control costs, improveoperating efficiencies, improve cash flow generation and reduce leverage through the optimization ofoperating procedures and synergies throughout the group. In November 2011, we implemented the firstround of our Performance Improvement Plan to improve the cost structure of our business. ThePerformance Improvement Plan applies to all our operations and aims to reduce operating expenses andtake advantage of synergies between various group activities through, among other things, productivityimprovements, enhanced process efficiency, cost sharing among operating units, staff reductions and lowerreal estate costs. In November 2012, we implemented a second round of the Performance ImprovementPlan. Including the effects of currency fluctuations, the first and second rounds of the PerformanceImprovement Plan yielded decreases in operating costs of the CRM and Strategic Data division ofA21.6 million between the year ended December 31, 2011 and the year ended December 31, 2012, and ofA30.7 million between the year ended December 31, 2012 and the year ended December 31, 2013. Webelieve that the focus on managing our business in a cost-efficient manner will ultimately increase theprofitability of our business.

Our History

The following list of events in chronological order presents the key milestones in our Group’s history.

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1969 Jean-Claude Labrune founded Cegedim (which stands for CEntre de GEstion, deDocumentation, d’Informatique et de Marketing).

1972 Launched first computerized database of physicians.

1979 Launched CRM activities in France.

1990 Began our European expansion, with direct offerings of our products and services in Belgium in1991; Italy, Spain and Portugal in 1992; and Germany and the United Kingdom in 1994.

1991 Launched the first electronic data interchange platform.

1994 Launched software and services offers for physicians in France, promotional activities dedicatedto physicians and pharmacists and human resources management activities.

1995 Listed on the Paris Stock Exchange (currently listed on the NYSE Euronext Paris Exchange).

1996 Launched our CRM applications in software as a service (‘‘SaaS’’) mode, by which ourapplications are centrally hosted on our servers and accessed by users using a web browser.

1997 Launched Banque Claude Bernard, the first computerized medicine database.

1999 Launched software and services for health insurance and mutual companies.

2007 Acquired Dendrite International, strengthening our CRM capabilities and expanding into theU.S. market.

2009 Bpifrance Participations (formerly FSI) became one of our shareholders.

2010 Acquired SK&A and Pulse Systems to strengthen the positions of our CRM and Strategic Dataand Healthcare Professionals divisions in the U.S. market.

2011 Acquired Pharmec, a provider of pharmaceutical software in Romania.

2012 Our OneKey database grew to providing information on more than 8.5 million healthcareprofessionals. Acquired ASP Line to strengthen our software offering to pharmacies in France.

2013 Our OneKey database grew to providing information on more than 13.6 million healthcareprofessionals as a result of the merger of our Compliance Database.

Our Divisions

Our operations are organized into three divisions based on type of product offering and client base:CRM and Strategic Data, Healthcare Professionals and Insurance and Services.

CRM and Strategic Data

Overview

Our CRM and Strategic Data division is our largest division, generating 50% of our revenue in theyear ended December 31, 2013. Our range of products and services includes (i) databases containinginformation on medical practitioners and prescribers, including our OneKey database, (ii) sales andmarketing management systems, including our CRM software, (iii) strategic marketing and medicalresearch, (iv) software and analytical systems for assessing the effectiveness of advertising and promotionalactivity and (v) business intelligence services. Additionally, we provide compliance services which allowpharmaceutical, biotech and other healthcare companies to better communicate the correct usage of drugsand help them ensure that their medical prescriptions and marketing activities comply with applicable lawsand regulations.

Pharmaceutical, biotech and other healthcare companies use our products and services to optimizetheir marketing efforts, gather strategic market data and identify and collect information about physiciansand other healthcare professionals to better identify and address the specific needs of those professionalsand, as a result, develop stronger customer relationships. We believe our OneKey database, which containsinformation on 13.7 million healthcare professionals, is the most comprehensive database of healthcareprofessionals currently available. It allows our users to obtain accurate information on healthcareprofessionals in various categories and helps them strengthen their relationship with customers. Theproducts and services developed by our CRM and Strategic Data division are adapted to reflect thespecific structure, issues and legislation of each market in which they are used. The clients of our CRM andStrategic Data division include all of the global top 20 pharmaceutical companies as measured by revenue

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in the year ended December 31, 2012. Our CRM software, databases and market research are also used byseveral companies in the food service, automotive and other industries.

We believe our CRM and Strategic Data division is among the global leaders serving the needs of thehealthcare industry in terms of databases, market research, CRM software, compliance applications andsupport. We serve approximately 200,000 medical representatives and other users in over 70 countries. Asmeasured by the number of medical representatives of pharmaceutical companies using healthcaresoftware as of December 31, 2013, our CRM platform had a market share of 37% for pharmaceuticalCRM and our OneKey database had a market share of 46% for healthcare professionals databases(excluding pharmaceutical companies’ proprietary databases), in the countries in which we operate,according to our internal semi-annual market share research.

For the year ended December 31, 2013, our CRM and Strategic Data division generatedA452.8 million in revenue, representing 50.2% of our revenue, and generated A62.7 million in EBITDA,representing 40.3% of our EBITDA, respectively. Within the CRM and Strategic Data division, for theyear ended December 31, 2013, 33% of our revenues came from our operations in France, 36% from ouroperations in the EMEA region (excluding France), 22% from our operations in the Americas and theremaining 9% from our operations in APAC. The number of employees in our CRM and Strategic Datadivision was 4,898 as of December 31, 2013, accounting for 61% of our employees.

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Products and Services

The table below provides information on the main products and services offered by our CRM and Strategic Data division, organized by product/service or thesubsidiary or subdivision offering such products and services:

Product/Service or Type ofSubsidiary/Subdivision Offering(s) Purpose and Use Main Users Revenue Generation Geography

OneKey Database Contains contacts and other information on Healthcare companies, User subscriptions and pay Global13.7 million healthcare professionals, in over including pharmaceutical per usage70 countries and is used to facilitate canvassing of and and biotech companiesmarketing to these professionals

Cegedim Strategic Data Services Offers market research, including customized studies, in Healthcare companies, Fees charged per research Globalvarious areas, including consumer demand, competition including pharmaceutical studyand market trends based on multiple proprietary data and biotech companiessources

Mobile Intelligence Software Provides CRM platform with a comprehensive suite of Healthcare companies, Sales, administration and Globaltools available on desktop and mobile devices including pharmaceutical training fees and fees for

and biotech companies subsequent upgrades andenhancements

AggregateSpend360 Software Tracks company expenditures and generates Healthcare companies, Sales, administration and United States, and Europeexpenditure reports which can be customized for the including pharmaceutical training fees and fees forpurpose of meeting the regulatory requirements of and biotech companies subsequent upgrades andspecific jurisdictions enhancements

Reportive Software Publishes business intelligence software for the creation Healthcare companies, Sales, administration and Globaland automatic distribution of customized reports and including pharmaceutical training fees and fees forinteractive trend charts on sales, marketing, finance and and biotech companies, and subsequent upgrades andhuman resources other companies in various enhancements

sectors

Itops Consulting Services Provides consulting services covering items such as Healthcare companies, Fees charged per consulting Franceinternal promotional strategies and performance including pharmaceutical projectevaluation, product portfolio analysis and estimates, and biotech companiesstrategic planning, risk assessment and regulatorycompliance, among others

GERS SAS Services Collects, compiles and presents sales statistics for Healthcare companies, Sales of these statistics Francepharmaceutical products in France. including pharmaceutical

and biotech companies

Cegedim Analytics Software and services Offers software for developing, reformatting and Healthcare companies, Sales, administration and Francedistributing sales trend charts that are used to monitor including pharmaceutical training fees and fees forsales trends. Data processing—calculation and and biotech companies subsequent upgrades andreporting of performance criteria and indicators, enhancementsbusiness software and project support.

Infosante Services Offers pharmaceutical products sales statistics Healthcare companies, Sales of these statistics Romaniaincluding pharmaceuticaland biotech companies

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Product/Service or Type ofSubsidiary/Subdivision Offering(s) Purpose and Use Main Users Revenue Generation Geography

Santestat Database Contains sales statistics collected and compiled from a Healthcare companies, Access fees Francerange of pharmacies, which are used to improve the including pharmaceuticaloperations management, monitor pricing policies and and biotech companies, andidentify consumer demand pharmacists

Icomed/Docscan Services Contains information obtained annually by a survey of Healthcare companies, Access fees France, Germany, Italy,general and specialized practitioners regarding their including pharmaceutical Spain, Belgium, theactivities, prescription preferences and gauging the size and biotech companies Netherlands, Luxembourg,and profile of their clientele, that is used to optimize Sweden, Norway, Finland,market segmentation and to target sales efforts Denmark, Russia, Poland,

Turkey, Romania

Physician Connect Services Contains information on and assessments of existing Healthcare companies, Access fees France, Italy, Spain,links between key opinion leaders and prescribers that including pharmaceutical Germany, United Kingdom,identifies influence networks among physicians within and biotech companies Belgium, the Netherlands,specific fields, thereby helping users enhance their Luxembourg, United States,connection to leading physicians in given fields and Canadabetter understand how their medical products are beingprescribed

Cegedim Communication Databases and services Offers multiple databases containing contact and other Businesses from various Access and service fees FranceDirecte information on millions of healthcare and other sectors

companies and professionals and services for analyzingthese data, including data exchange and verification,helping users to bolster their direct marketing efforts

Pharmastock Software and services Offers software and services for the management and Physicians and medical Sales, administration and Franceshipment of pharmaceutical samples and representatives training fees, fees fordocumentation subsequent upgrades and

enhancements and servicefees

Docnet Services Networks physicians, enabling them to consult or share Healthcare companies, Service fees Europe, United Statesmedical questions, post links and updates, invite including pharmaceuticalcolleagues to events and send messages to other users and biotech companies

Organization Manager Software and services CRM agnostic pharmaceutical-specific roster and Healthcare companies, Access fees, administration Globalterritory alignment solution. including pharmaceutical and training fees and fees

and biotech companies for subsequent upgradesand enhancements

OneAIM Package Global package that deliver a cross functional view in Medial direction of Acess fees, Consulting, Globalorder to understand stakeholders, and engage more Pharmaceutical companies Implantation, support,efficiently with doctors. This offer includes MobileIntelligence, OneKey, Consulting, Market Research andPhysician Connect.

Below are further descriptions of our main CRM and Strategic Data products and services.

OneKey. We believe OneKey is one of the most comprehensive healthcare professionals databaseavailable. Available in more than 70 countries, OneKey provides information on healthcare professionals,enabling medical representatives and sales and marketing departments to identify and locate physiciansand develop targeted and more effective marketing strategies for their products. OneKey employs anadvanced data integration model and is systematically updated in compliance with certified ISO 9001procedures. In the United States, OneKey is supported by SK&A, acquired in 2010, which researches andmaintains information on over one million U.S. healthcare professionals who are integrated into theOneKey database. Experts in the field with knowledge of the respective local healthcare environmentprovide frequent, regular updates to OneKey, which are verified by our staff and made live on the databasewithin 48 hours.

Mobile Intelligence. Our flagship CRM platform, Mobile Intelligence, offers healthcare professionalsand others a suite of CRM services to improve productivity and efficiency through a customizable interfacethat is available on desktop computers and mobile devices, online and offline. Mobile Intelligence assistswith scheduling, management and analysis of one’s workforce and tasks, provides access to data andanalysis on customers, influence networks and market trends, and aids in tracking regulatory compliance,among other features and services.

AggregateSpend360. AggregateSpend360 is used to detect fraud and publish online spending andconflict management information as required by U.S. federal law, as well as the laws of other jurisdictionssuch as France, Germany, Spain and the United Kingdom.

Reportive. One of the leading business intelligence software packages in the world, Reportivesoftware is used by customers mainly in the healthcare, automotive, finance and public sectors. Reportive isalso used by other companies within our Group, including Cegedim Strategic Data. The flexibility of thissoftware, combined with advanced data validation capabilities, allows users to develop their ownapplications that align with the needs of their businesses. Reportive software facilitates the creation andautomatic distribution of reports and interactive trend charts, including sales force, marketing, finance andhuman resources trend charts, aimed at improving the competitiveness, productivity and efficiency of theuser’s business. The use of a component library and easy-to-use interface generates significant productivitygains due to a low total cost of ownership and quick implementation.

Cegedim Strategic Data. With over 20 years of experience in this field, Cegedim Strategic Data(‘‘CSD’’) is one of the leading market research companies dedicated to the pharmaceutical industry. In theyear ended December 31, 2013, CSD sold its market research studies to over 370 pharmaceuticalcompanies and other customers. CSD prepares its studies with data from primary market research,promotional audits, patient databases, communication tracking and clinical research. This information iscollected from general practitioners, specialists, pharmacists and patients. These various analytical studiesand business intelligence software and databases are developed or owned by CSD or the Group, thusenabling it to internally manage each step of its research, from collecting and processing raw data toanalysis and interpretation to the presentation of completed studies to customers. In the year endedDecember 31, 2013, CSD conducted over 1,500 international and local studies covering assessment ofadvertising, physicians’ prescribing behavior, analyses of medical representative visits and brand equity.

Cegedim Communication Directe. Cegedim Communication Directe (‘‘CCD’’) has over 25 years ofexperience in compiling corporate and professional databases. In addition, CCD offers print and digitalnews publishers a range of products and services designed to assist them with subscription management,direct marketing, distribution, business intelligence and user authentication.

Docnet. Docnet is a social network dedicated to physicians, enabling them to consult or sharemedical questions, post links and updates, invite colleagues to events and send messages to other users.With over 16,000 users as of December 31, 2013, Docnet is currently available in four countries in Europewith plans to expand into other countries. Global pharmaceutical and other companies use Docnet as aninternet marketing tool, including renting advertising space on the Docnet website.

Competitors

We are one of the few global providers of both CRM and databases for the healthcare industry. Theproducts and services of our competitors are more limited and focused on specific segments of theindustry. We believe that our more extensive presence in the industry gives us more insights and a better

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understanding of the healthcare environment and a significant competitive advantage to provide integratedsolutions. In the CRM market, our principal competitors in terms of size are Veeva Systems and OracleSoftware AG, both of which specialize in the healthcare industry, as well as Oracle Corporation andSalesforce.com, both of which are software generalists that do not specialize in the healthcare industry, andUpdate Software AG, an Austrian publisher specializing in CRM for healthcare. In the strategic datasector, our main competitors internationally are IMS, Taylor Nelson Sofres plc and GFK Group. We alsocompete against the internal proprietary databases developed by pharmaceutical companies. There arealso a number of competitors in local markets. We differentiate ourselves from our competitors by (i) thesize of our databases, (ii) our vast network of healthcare professionals and medical representatives whoprovide constant updates, (iii) the breadth of our offerings and (iv) the number of countries in which ourdatabases and services are available.

Partnerships and Contracts

In recent years, our CRM and Strategic Data division has developed partnerships with companiesaround the world operating in similar or related industries to those in which we operate. These partnersare involved in, among other areas, regulatory compliance software publishing, mobile business analyticsapplications and revenue management software publishing. We believe that these relationships contributetowards our ability to extend the reach of our products and services, to develop and deploy new productsand services, to further enhance our brand and to generate additional revenues and cash flows. We willcontinue to evaluate partnerships if and when the opportunity arises.

Healthcare Professionals

Overview

Our Healthcare Professionals division is our second largest division, representing 32.0% of ourrevenue in the year ended December 31, 2013. Our range of products and services in this division includespractice management software, e-prescription software and electronic healthcare records software, whichare adapted to the professional and technical needs and regulatory requirements for the countries in whichthey are marketed. Our Healthcare Professionals division also maintains a medication database. In orderto facilitate the use of our products by our customers, we also provide installation, maintenance, hosting,training and call center services. Our main clients in this division are pharmacists, physicians, healthcarenetworks and paramedical professionals. Currently, our healthcare software has been installed by over217,000 physician and paramedical workstations in nine countries (compared to 130,000 in 2012) and byover 84,000 pharmaceutical workstations in France, the United Kingdom, Romania and Tunisia (comparedto 78,000 in 2012).

For the year ended December 31, 2013, our Healthcare Professionals division generatedA288.8 million, or 32.0% of our revenues, and generated A59.7 million in EBITDA, representing 38.3% ofour EBITDA, respectively. Within the Healthcare Professionals division, for the year ended December 31,2013, 72% of our revenues came from our French subsidiaries, 24% from our EMEA region subsidiariesexcluding France and 4% from our North American subsidiaries. The number of employees in ourHealthcare Professionals division was 1,763 as of December 31, 2013, accounting for approximately 22% ofour employees.

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Products and Services

The table below provides information on the main products and services offered by our Healthcare Professionals division, organized by type of offering:

Product/Subsidiary/ Type ofSubdivision Offering(s) Purpose and Use Main Users Revenue Generation Geography

Alliadis Software for Facilitates general business and operations management for Independent pharmacists, Sales, administration and FranceCegedim Rx pharmacists pharmacies, including managing drug dispensing and SELs, pharmacist groups and training fees and fees for United KingdomNext Software Pharmec facilitating intracompany communications partnerships and pharmacy subsequent upgrades and TunisiaWebstar chains enhancements Romania

Cegedim Logiciels Software for physicians Aids in practice management, including with respect to Physicians, hospitals, after- Sales, administration and FranceMedicaux INPS and healthcare patient records, e-prescriptions, workflow, electronic third- hours services, prevention training fees and fees for United KingdomHDMP networks party payments (electronic reimbursements), secure data centers and healthcare subsequent upgrades, BelgiumMillennium sharing between healthcare professionals centers enhancements and pay per ItalyStacks transaction fees Spain, ChilePulse Systems United StatesPharmec

RM Ingenierie Software for Aids in practice management, including with respect to Nurses, physiotherapists, Sales, administration and Franceparamedical e-prescription, revenue cycle management and electronic speech therapists, podiatrists, training fees and fees forprofessionals healthcare records midwives and other subsequent upgrades and

paramedical professionals enhancements

Banque Claude Bernard Medication database Contains information on medications (uses, Hospitals, physicians and User subscriptions France(Resip) contraindications, etc.) to assist in prescription pharmacists

Cegedim Logiciels Medicaux Patient portal Facilitates communication between patients and physicians Patients and physicians User subscriptions SpainStacks using a secure channel, sets appointments Stacks and alerts, FranceCegedim Rx develops a healthcare plan and follows up on progress of United Kingdom

treatment

Cegelease Other services Includes lending products, marketing services and Retail pharmacies and Broker and service fees FranceRNP applications healthcare professionals

MedExact Services Displays advertising and promotions to users of our server- Healthcare companies, Access fees Franceconnected software including pharmaceutical and

biotech companies

Our main Healthcare Professionals products and services are the following:

Software for Pharmacists. We develop and publish integrated software for pharmacists such as practicemanagement and e-prescription software. We believe we hold 49%, 37%, 43% and 29% of the pharmacysoftware market share in the United Kingdom, France, Romania and Tunisia, respectively, in terms of thenumber of pharmacists using our software. In the United Kingdom, the leading pharmacy cooperatives andleading chains of pharmacies use our software, including Asda, Boots, the Co-operative Group,Sainsbury’s, Tesco, Morrisons and Superdrug.

Software for Physicians and Healthcare Networks. We develop and publish integrated software forphysicians and healthcare networks such as practice management, e-prescription, revenue cyclemanagement and electronic healthcare records software. Our software for physicians and healthcarenetworks is available in eight countries. In France, our software for physicians and healthcare networks isused by approximately 19,000 physicians at more than 200 primary care centers. In the United Kingdom,our software for physicians and healthcare networks is used by physicians in more than 2,100 practices. Inthe United States, our software is installed by over 2,200 healthcare professionals. We believe that 23% ofpractices in the United Kingdom, 45% of general practitioners in Italy, 18% of general practitioners and19% of paramedics in France and 35% of primary healthcare doctors in Spain are using our software.

Software for Paramedical Professionals. We develop and publish software for paramedical professionalssuch as practice management, e-prescription, revenue cycle management and electronic healthcare recordssoftware. In addition to practice management software for paramedical professionals, RM Ingenierie alsodevelops sports medicine applications for physiotherapists in France that aid in analyzing, measuring andrehabilitating movement. Since designing the first practice management software in 1984, we have becomeone of the leading providers for paramedical professionals in France, with over 36,000 users in France andFrench overseas departments and offering multiple ranges with thousands of products.

Medication database. The Banque Claude Bernard (the ‘‘BCB’’) is the leading medication database inFrance and the first medication database to be accredited by the Haute Autorite de Sante, the Frenchnational health authority, as a certified prescription assistance software program in 2008. Although theBCB is currently only offered in France, we have integrated the BCB into some of our other offerings,including applications we distribute in the United Kingdom and Tunisia. We have also integrated the BCBinto some of our software offerings in France, covering over 54,000 healthcare professionals including8,500 subscribing pharmacies, 22,500 physicians and 1,500 nurses. In addition, over 450 hospitals haveintegrated the BCB into either their prescription and/or dispensation software. BCB is also licensed toother medical software publishers and included in their software programs.

Other services. In partnership with financial institutions, we offer financing for computer equipment(e.g., software, hardware and maintenance) and fixtures (e.g., signs, automatic devices and furniture) toretail pharmacies and healthcare companies in France through our financial leasing company, Cegelease,and its subsidiaries, Pharmalease and Medilease. Relying on the Group’s relationships with financialinstitutions, pharmacists and other healthcare professionals, Cegelease facilitates the arrangement offinancing for the leasing of business equipment. Cegelease purchases the equipment and leases it toborrowers. Most of the leases extended by Cegelease are then sold to financial institutions on anon-recourse basis. We receive a brokerage fee in such circumstances. Leases are typically for at least threeyears and may be renewed. In the years ended December 31, 2012 and 2013, Cegelease contributedA107.4 million and A109.1 million, respectively, to revenue, representing 11.7%, and 12.1%, respectively, ofrevenue for those periods. RNP offers marketing services in France for pharmaceutical and cosmeticcompanies for advertising in pharmacies, including product display, point-of-sale and point-of-prescriptionadvertising and other merchandising services.

Competitors

There is limited global competition for the products and services that we offer through our HealthcareProfessionals division. However, we face fierce and fragmented competition in France, theUnited Kingdom and the United States. Our main competitors in France are Compugroup (which hascommenced the acquisition of Imagine Editions, and Prokov Editions, two other competitors),Pharmagest, Epsilog and Vidal; our main competitors in the United Kingdom are Egton MedicalInformation Systems and TPP; and our main competitors in the United States are Allscripts, Cerner,NextGen, Greenway, eClinicalWorks, McKesson and AthenaHealth.

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Insurance and Services

Overview

Our Insurance and Services division is our third largest division, representing 17.7% of revenue in theyear ended December 31, 2013. Our range of products and services in this division includes policyholdermanagement software, electronic third-party payment (electronic reimbursement) software, managementservices, administrative services, electronic data interchange, document digitization, digital filing andsoftware for migrating customers to SEPA DD. Our main clients in this division are healthcare providers,healthcare insurers and health insurance brokers.

Approximately 40 million insurance policyholder payments and over 300 million electronic third-partypayment (electronic reimbursement) transactions are managed annually by software from our Insuranceand Services division. The products and services offered by our Insurance and Services division areprimarily distributed and offered in France.

For the year ended December 31, 2013, our Insurance and Services division generated A160.0 millionin revenue, representing 17.7% of our revenues, and generated A38.6 million in EBITDA, representing24.8% of our EBITDA. Within the Insurance and Services division, for the year ended December 31, 2013,all of our revenues came from our French subsidiaries. The number of employees in our Insurance andServices division was 1,169 as of December 31, 2013, accounting for approximately 15% of our employees.

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Products and Services

The table below provides information on the main products and services offered by our Insurance and Services division, organized by type of offering:

Subsidiary/Subdivision Type of Offering(s) Purpose and Use Main Users Revenue Generation Geography

Cegedim Activ Software for Facilitates policyholder management Insurance companies, mutual Sales, administration and FranceMidiway healthcare insurers healthcare companies, training fees and fees for

provident institutions and subsequent upgrades andinsurance brokers enhancements

Cetip iSante Software and services Processes electronic third-party payments (electronic Healthcare providers and Sales, administration and Francefor electronic third- reimbursements) as well as aids regulatory compliance healthcare insurers training fees and fees forparty payments verification subsequent upgrades,(electronic enhancements and pay perreimbursements) transaction fees

iGestion Management services Offers outsourced administrative and other back-office Insurance companies, mutual Service fees Franceservices healthcare companies and

insurance brokers

Cegedim EDI e-Business software Provides electronic data interchange, document digitization, Companies in various sectors Service fees FranceGlobal Information Services and services digital filing and other services, as well as payment softwareCegedim Global Payments for migration to SEPA DDQualitrans-Telepharma

Cegedim SRH Other services Includes outsourced administrative services, including with Healthcare companies and Service fees FranceCegedim Hosting respect to human resources and IT other companies in variousCegedim Outsourcing sectors

Hospitalis Other services Shared portal between healthcare organizations and their Healthcare organizations and Service fees Francesuppliers allowing customers to facilitate supply chain their supplierscommercial exchanges

Our main Insurance and Services products and services are the following:

Software for Healthcare Insurers. We develop and publish policyholder management software forhealthcare insurers. In France, over 40 million policyholders are managed through Cegedim Activ, makingit a leading provider of software and services dedicated to providers of private insurance plans (includinghealth, life and retirement plans) in terms of the number of managed policyholders. Midiway designs andimplements online services, including for mobile devices, for the insured as well as for insurance companiesthat offer individual health insurance. Midiway also provides digital communication strategy consultingservices for our customers for expanding their services via the internet, including with regard to mobiledevices and social networks.

Software and Services for Electronic Third-Party Payments (Electronic Reimbursements). We develop andpublish electronic third-party payment (electronic reimbursement) software. In 2013, our flow receipt andmanagement platform processed approximately 160 million invoices for third-party healthcare payments.We have also recently launched a mobile platform for our customers to use our online services.

Management Services. We also offer management and administrative services. iGestion offers itsadministrative and other back-office services outsourced by our clients at a management center located inFrance. Some of our management services are provided through Cegedim Activ software and ourelectronic third-party payment (electronic reimbursement) software.

e-Business. We have been working in electronic data exchange since 1989 and now offer multipleelectronic and digital information services for business, including Hospitalis, a portal for the exchange ofproduct information, purchase orders, logistical information and invoices between healthcareestablishments and their suppliers, and Qualitrans-Telepharma, a service that centralizes the claims forelectronic care sheets from pharmacies and allocates them to the appropriate insurers. In 2013, Qualitrans-Telepharma processes over 20 million electronic care sheets per quarter for approximately 6,700 healthcareprofessionals. We intend to pursue the possibility of developing an electronic payment system for doctorsand capture the opportunities created by the implementation of the Single Euro Payment Area (SEPA) forour e-business products and services.

Competitors

Although we enjoy leading market positions with the products and services that we offer through ourInsurances and Services division, we face competition across our offerings. Our main competitors inpersonal insurance computerization are CSC, Sopra, Atos, Oracle, Accenture, Linedata and Wyde; ourmain competitors in direct payment and registration management are Viamedis and Almerys; and ourcompetitors in other services, such as electronic data exchange and outsourcing, are Docapost, Ariba,b-process, OB10, ADP and HR Access.

Our Clients

Our clients are mainly pharmaceutical companies, physicians, pharmacists and healthcare insurancecompanies, including the global top 20 pharmaceutical companies as measured by revenue in the yearended December 31, 2012. We benefit from a low level of client concentration. For the year endedDecember 31, 2013, our largest client represented 4.5% of our revenue and no other customer accountedfor more than 2.2% of our revenues. Our top five and top ten clients accounted for 11.9% and 17.2% ofour revenue, respectively, for the year ended December 31, 2013.

Regulation

Although the health industry is highly regulated, we, as a service provider to the industry, are notsubject to the same regulations as direct healthcare providers, except with respect to rules governing theprotection and transfer of personal data. For example, under French law, the law No. 78-17 of January 6,1978 (as modified, including by law No. 2004-801 of August 6, 2004, which transposes the EU Directive95/46/EC of October 24, 1995 on the protection of personal data and the free movement of such data),requires us to make systematic declarations to the regulatory authorities of each country in which we ownfiles and databases. Our subsidiaries located in the European Union strive to conduct their activities instrict compliance with the national laws of each of the countries in question. These countries also stipulatesimilar reporting obligations to those established by the Commission nationale de l’informatique et deslibertes, the French data protection authority, in line with the previously mentioned EU directive. Outsideof the European Union, our subsidiaries comply with local laws and, if these laws so stipulate, also make

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declarations to the regulatory authorities and notify health professionals in accordance with the applicableregulations governing data protection.

Research and Development

We continually invest in the development of new products and services. In the year endedDecember 31, 2013, we dedicated 12% of our workforce to R&D. The payroll expense for our R&Dworkforce amounted to 6% of our revenue and represented the majority of our total R&D costs, of whichA46.9 million were capitalized, in the year ended December 31, 2013.

In the year ended December 31, 2013, our R&D efforts were focused on a number of differentprojects including the development of our Mobile Intelligence services for the management ofpharmaceutical company sales forces with attention to improving the service’s functionality andconfiguration.

Our R&D strategy identifies products and services that have been most effective at the regional leveland introducing them to the global market. We encourage collaboration among our development teamsassigned to projects through the use of our shared information technology infrastructure. Our technicalteams take time to become fully aware of our customers’ needs and, in turn, design complete lines ofservices. Technical teams follow their products from innovation through to the production andimplementation stages to ensure that they meet our customers’ needs.

Intellectual Property

Our intellectual property consists of our source code, trademarks, software, databases and the otherproducts we develop; our rights in our intellectual property are essential to our business. We rely on acombination of confidentiality clauses, copyrights and trademark protections to protect our intellectualproperty and know-how. We monitor the status of our rights in our intellectual property centrally throughCegedim S.A. Additionally, we include confidentiality clauses in our employment contracts, servicecontracts and other agreements that survive the termination of such contracts in order to protect ourintellectual property. As third-party service providers for our customers may be our direct or indirectcompetitors, we also impose confidentiality obligations on our customers regarding sharing ourconfidential information with such third-party service providers.

Our Employees

We had 7,992 employees globally as of December 31, 2013. We believe that, overall, our currentrelations with our employees are good. The following table provides a divisional breakdown of ouremployees as of December 31, 2013:

Percentage ofNumber of Total Number

Division Employees of Employees

CRM and Strategic Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,898 61%Healthcare Professionals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,763 22%Insurance and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,169 15%Reconciliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162 2%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,992 100%

The following table provides a regional breakdown of our employees as of December 31, 2013:

Percentage ofNumber of Total Number

Region Employees of Employees

France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,338 42%

EMEA region, excluding France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,590 32%Americas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,204 15%APAC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 860 11%

Outside France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,654 58%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,992 100%

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Insurance

We have insurance contracts with recognized insurance providers covering us and our subsidiariesagainst professional and civil liability risks inherent in our operations. These contracts insure us foroperations liability, professional and products liability, or liability after delivery. We also have an insurancepolicy covering buildings, contents and all tenant risks for all the sites we or our subsidiaries occupy. OurU.S. subsidiaries have insurance policies in place against risks related to employment, automobile andgeneral liability. Our umbrella insurance coverage applies only to fill in any possible gaps in theU.S. insurance coverage.

Litigation and Other Proceedings

We are subject to an investigation by the French Competition Authority following an allegation ofanti-competitive practices in the healthcare professionals, database market in France made by a formerdistributor of a Dendrite database. The investigation by the French Competition Authority’s case team wascompleted at the end of 2013 and Cegedim is expecting the final decision by the French CompetitionAuthority to be issued during the first half of 2014. We are contesting the French Competition Authority’sallegations vigorously, but cannot assure you that we will not be subject to fines, orders or other penaltiesfrom the French Competition Authority relating to this matter.

Other than the above, there are no ongoing government, legal or arbitration proceedings of which weaware, or with which we are threatened, that had or will have a significant impact on our financial positionor profitability.

Real Estate

As of December 31, 2013, we owned real estate having an estimated book value of A5.2 million. Therest of the offices and buildings in which we operate, including our head offices in Boulogne-Billancourt,France, are leased pursuant to standard lease agreements containing customary terms, including leaseagreements with FCB, our largest shareholder. See ‘‘Certain Relationships and Related Party Transactions—FCB Leases.’’

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MANAGEMENT

Board of Directors

The Issuer is a societe anonyme organized under the laws of France. The business address of thedirectors and senior management of the Issuer is 137 rue d’Aguesseau, 92100 Boulogne-Billancourt,France. The following table provides information with respect to members of the board of directors of theIssuer as of the date of this offering memorandum:

Name Title Age

Jean-Claude Labrune(1) . . . . . . . . . . . . . . . . . . Director, Chairman and Chief Executive Officer 70FCB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Director, represented by Pierre Marucchi(2) 60GERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Director, represented by Phillippe Tcheng(2) 55Jean-Pierre Cassan . . . . . . . . . . . . . . . . . . . . . Director 72Valerie Raoul-Deprez . . . . . . . . . . . . . . . . . . . Director 49Laurent Labrune(1) . . . . . . . . . . . . . . . . . . . . . Director 42Aude Labrune-Marysse(1) . . . . . . . . . . . . . . . . Director 39Bpifrance Participations . . . . . . . . . . . . . . . . . Director, represented by Anne-Sophie Herelle(2) 35Jean-Louis Mery . . . . . . . . . . . . . . . . . . . . . . Director 64Alliance Healthcare France . . . . . . . . . . . . . . . Director, represented by Anthony Roberts(2) 51

Notes:

(1) Jean-Claude Labrune is the father of Aude Labrune-Marysse and Laurent Labrune.

(2) Under French law, corporations or other entities that are members of a board of directors must appoint a natural person astheir representative. This representative has the same rights and obligations as its corporate principal and the other boardmembers. The corporate board member has entire discretion in the choice of its representative and can replace suchrepresentative at will and at any time. See ‘‘—Corporate Governance—Memorandum of Understanding.’’

Jean-Claude Labrune is our Chairman and Chief Executive Officer and founded us in 1969.Mr. Labrune also serves as a member of the board of directors or is a manager of several our subsidiaries.He also serves as Chairman of the board of directors of FCB, our largest shareholder, and certain of oursubsidiaries. Mr. Labrune is a graduate of the Ecole Nationale Superieure des Arts et Metiers and began hiscareer as a sales engineer at IBM where he promoted business focus groups bringing together IT Directorsfrom large pharmaceutical companies.

Pierre Marucchi has been our Deputy Managing Director since 2002 and joined us in 1984. He has alsobeen on our board as the Permanent Representative of FCB directorship since 1989 and was a member ofthe Institut des Actuaires, the institute of French actuaries. His current positions include Chairman, ChiefExecutive Officer, Director and/or Manager of certain of our subsidiaries. He graduated from the EcoleNationale Superieure des Telecommunications, Stanford University and the Centre d’Etudes SuperieuresBancaires and began his career in 1977 at Credit Lyonnais, where he held several different technical andcommercial positions.

Philippe Tcheng joined our board as the Representative of GERS, an economic interest group ofFrench pharmaceutical companies, on February 10, 2012. He is a physician, specializing in heart diseases,and is a member of the Societe Francaise de Cardiologie. He is also Vice President of French Public andGovernmental Businesses at Sanofi Group. Mr. Tcheng is a board member and Vice President of LesEntreprises du Medicament (‘‘LEEM’’), a board member of Paris Developpement and a member of theComite de Pilotage de la Chaire Intelligence Economique de l’Universite Paris Dauphine. He is a graduate ofthe Ecole Superieure de Commerce de Paris and the Universite Paris Diderot.

Jean-Pierre Cassan has been a member of our board of directors since 2010. He is also the Chairmanof the Strategy Committee of Inserm- Transfert, a member of the Supervisory Board of Inserm-Transfert S.A. and Manager of Eratos Sante S.A.R.L. Mr. Cassan was Honorary Chairman of LEEM,former Chairman and CEO of Astra France S.A., then AstraZeneca France S.A. and was a Director of theAgence Francaise de Securite Sanitaire des Produits de Sante (now renamed Agence Nationale de Securite duMedicament et des Produits de Sante).

Valerie Raoul-Deprez was appointed by Bpifrance Participations to our board of directors inJanuary 2013. She has been the Finance Director of the Dassault Systemes group since 2007. A graduate ofthe Ecole Superieure de Commerce de Paris, Valerie Raoul-Deprez has 25 years of experience in finance andin the pharmaceutical, chemical and software sectors. Ms. Raoul-Deprez began her career in 1987 at

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Rhone-Poulenc, which then became Rhodia, where she held numerous roles in the financial departmentuntil 2006.

Laurent Labrune has been a member of our board of directors since 2001 and joined us in 1995 as ourcoordinator of IT Development. He is currently the CEO of Cegedim Relationship Management, theorganization under which we organize our CRM and Strategic Data division companies, and Manager ofour subsidiary, Cegedim SRH S.A. He graduated from the Ecole Nationale Superieure des Arts et Metiers.Mr. Labrune is the son of our Chairman and Chief Executive Officer Jean-Claude Labrune.

Aude Labrune-Marysse has been a member of our board of directors since 2007 and joined us in 1999.She was the Manager of our subsidiary Rosenwald S.A.S. and was appointed Deputy Managing Director incharge of legal matters for FCB. She graduated with a Master’s in Commercial Law and a Diplome d’etudessuperieures specialisees in International Taxation. Ms. Labrune is the daughter of our Chairman and ChiefExecutive Officer Jean-Claude Labrune.

Anne-Sophie Herelle is the Representative of Bpifrance Particiations (formerly known as FSI) on ourboard of directors since September 20, 2013, in replacement of Nicolas Monardo.

Jean-Louis Mery has been a member of our board of directors since 2010. He was Chairman ofAlliance Healthcare Repartition S.A.S. and Alliance Healthcare France. He is a graduate of the Faculty ofPharmacy in Tours and occupied several positions in the Alliance Boots group of companies before joiningus in 2010.

Anthony Roberts has been the Representative of Alliance Healthcare France on our board of directorssince 2009.

Corporate Governance

We adopted, following the meeting of the board of directors on March 22, 2010, a new internalregulation confirming our adherence to the AFEP-Medef Corporate Governance Code for publicly listedcompanies, subject to certain limited exceptions. This internal regulation sets, inter alia, the rules governingour composition, aims, functioning and responsibilities.

Certain important decisions of the board of directors (in particular, dissolution or winding up of thecompany, the issue of transferable securities, investments, additional indebtedness, the related-partyagreements referred to in article L. 225-38 of the French Code de commerce, revocation of any member ofthe board of directors appointed at the proposal of Bpifrance Participations (formerly FSI) anddetermination of the indicative annual budget) are taken by a qualified majority of six out of ten votes,including the vote of at least one director representing Bpifrance Participations. Bpifrance Participations ispermitted to appoint up to two directors to the board, but that allotment is reduced to one director ifBpifrance Participations’ share of the capital or voting rights falls below certain thresholds.

With regard to the determination of the indicative annual budget mentioned above, BpifranceParticipations, in particular, has a stronger right of consultation under which, in the event of persistentdisagreement between Bpifrance Participations and our Managing Director on this budget, the budget forthe previous year will be brought forward after adjustment for inflation and for current projects alreadyauthorized by the Board, without prejudice to the Managing Director’s right to change it subsequently, ifnecessary after having informed the members of the board of directors in the case of a significant change,provided that Bpifrance Participations’ share of the capital or voting rights does not fall below certainthresholds.

Memorandum of Understanding

On October 28, 2009, FCB, Jean-Claude Labrune and Bpifrance Participation entered into amemorandum of understanding to govern their relationships with respect to Cegedim S.A.. Cegedim S.A.acceded to the memorandum of understanding in December 2009.

Under the memorandum of understanding, the board of directors of Cegedim S.A. shall consist of tenmembers with the following composition:

• five members are to be appointed upon joint proposal of FCB and Jean-Claude Labrune (includingJean-Claude Labrune himself);

• two members are to be appointed upon proposal of Bpifrance Participations (one member only ifBpifrance Participation holds less than 10% of our share capital);

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• one member is to be appointed upon proposal of Alliance Healthcare France;

• one member is to be appointed upon proposal of GERS; and

• one independent member is to be appointed upon joint proposal of FCB, JCL and BpifranceParticipations.

Transactions of more than A20 million require the prior authorization of at least six directors out often, including a director appointed upon proposal of Bpifrance Participations.

The memorandum of understanding will remain in force for ten years from the signing date(i.e., October 28, 2009).

Board Committees

The board of directors has four standing committees tasked with improving the Board’s functioningand facilitating its decision-making through the review of specific subjects in their specialized areas. Thesecommittees are:

• the Audit Committee;

• the Appointments Committee;

• the Compensation Committee; and

• the Strategy Committee.

Audit Committee

Our Audit Committee is composed of four members of the board of directors, including oneindependent member. The members of the Audit Committee are: Ms. Valerie Raoul-Deprez, who servesas Chairman of the Audit Committee, Ms. Aude Labrune-Marysse, Mr. Pierre Marucchi andMr. Jean-Pierre Cassan. In view of their current and/or previous professional responsibilities, the fourmembers of the Audit Committee possess, individually or collectively, accounting, audit and financialexpertise, in particular with regard to our operations.

The Audit Committee assists the board of directors in ensuring that our financial statements andrelated information provided are accurate and reliable. In particular, it is responsible for:

• examining the financial statements and ensuring the relevance and consistency of the accountingmethods adopted for the preparation of our statutory and consolidated financial statements;

• monitoring the preparation process for financial information;

• monitoring the effectiveness of internal control procedures and risk management; and

• monitoring compliance with independence and objectivity rules for auditors.

The Audit Committee is required to report to the Board of Directors on a regular basis and disclosesto the Board of Directors issues raised in the exercise of its duties.

The Audit Committee meets on at least two occasions each year, prior to the approval of our interimand annual financial statements. In the year ended December 31, 2013, the Audit Committee met fivetimes. In the course of its meetings, the Audit Committee discussed, in particular, the following matters,before referring them to the board of directors:

• in respect of the approval of the annual financial statements for the year ended December 31, 2012and the interim financial statements for 2013, the Audit Committee reviewed the accounts andother related financial information, following consultation with the Auditors and examination of theAuditors’ reports;

• it examined the various press releases on the quarterly revenue figures and annual and interimresults, as well as the miscellaneous documents used to present these results to financial analysts;

• it examined the statutory auditors’ review of our internal controls and systems; and

• it reviewed the debt refinancing that took place in March 2013 and also focused on the assetimpairment tests, particularly with respect to goodwill, performed during the year.

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Appointments Committee

Our Appointments Committee comprises three members of the board of directors, including oneindependent member. The members of the Appointments Committee are: Mr. Jean-Claude Labrune,Chairman, Ms. Valerie Raoul-Deprez and Mr. Jean-Pierre Cassan, independent member.

The main duties of the Appointments Committee are to carry out the following tasks and makeproposals to the board of directors:

• formulate proposals on the selection of Directors with regard to the composition of our shareholderbase and any changes thereto;

• formulate proposals on the selection of independent Directors by carrying out its own research intopotential candidates before making any approaches; and

• formulate a succession plan for Directors and corporate officers so that a proposal can be made tothe board of directors without delay in the event of an unforeseen vacancy.

The Appointments Committee meets at least once a year, prior to the Board meeting that decides onthe date of the Annual General Meeting, and approves the meeting agenda. In the year endedDecember 31, 2013, the Appointments Committee met once.

Compensation Committee

The Compensation Committee comprises three Directors, one of whom is independent and chairs theCompensation Committee. The members of the Compensation Committee are: Mr. Jean-Louis Mery,Ms. Aude Labrune-Marysse and Mr. Jean-Pierre Cassan, as the independent Director and Chairman ofthe Compensation Committee.

The Compensation Committee reviews and proposes to the board of directors the terms and criteriagoverning the compensation of our Directors and corporate officers, including with respect to ourChairman and Chief Executive Officer and Deputy Managing Director. The Compensation Committeealso reviews the policies governing the attribution of free shares and variable compensation and reviewsany proposals pertaining to an increase in our capital in the form of an exclusive offer to our employees.

The Compensation Committee met twice in the year ended December 31, 2013.

Strategy Committee

The Strategy Committee comprises three Directors: Mr. Jean-Claude Labrune, Mr. Laurent Labruneand Ms. Anne-Sophie Herelle, Mr. Jean-Claude Labrune, as Chairman of the board of directors, presidesover the Strategy Committee. The Strategy Committee proposes our long-term development strategy tothe Board and identifies potential targets. The Strategy Committee usually meets twice a year. In the yearended December 31, 2013, the Strategy Committee met twice.

Compensation

Compensation and benefits of corporate officers take into account AMF recommendations relating toinformation to be given in annual reports, in particular, when the listed company is owned by a group, theinformation regarding compensation and benefits to corporate officers include the amounts paid by all thecompanies in the chain of control.

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The total gross compensation amounts paid to our corporate directors are set out below:

Totalcompensation

(excluding In-kindFiscal Year 2013 in-kind Fixed Variable Directors’ benefitIn euros benefits) Portion Portion Bonus fees amount Type

Jean-Claude Labrune . . . . . . . . . . . . . 692,760 679,760 13,000 2,574 CarPierre Marucchi . . . . . . . . . . . . . . . . . 490,300 308,438 168,862 13,000 5,521 CarLaurent Labrune . . . . . . . . . . . . . . . . 479,157 283,157 183,000 13,000 7,156 CarAude Labrune-Marysse . . . . . . . . . . . . 218,834 196,834 9,000 13,000 8,682 CarJean-Louis Mery . . . . . . . . . . . . . . . . 13,000 13,000Anthony Roberts . . . . . . . . . . . . . . . . 6,250(1) 6,250(1)

Valerie Raoul-Deprez . . . . . . . . . . . . . 25,000 25,000Jean-Pierre Cassan . . . . . . . . . . . . . . . 17,500 17,500Anne-Sophie Herelle . . . . . . . . . . . . . 6,250(2) 6,250(2)

Notes:

(1) Directors’ fees paid directly to Alliance Healthcare France.

(2) Director’s fees paid directly to Bpifrance Participations (formerly FSI).

The variable portion is based on our earnings. The variable portion of the compensation of PierreMarucchi, Laurent Labrune and Aude Labrune-Marysse is a percentage of current operating income fromrecurring operations of, respectively, the Group and the CRM Division and of the activities pertaining toMs. Labrune.

We operate a share compensation plan, under which we repurchase our shares in the open market forthe purpose of granting them to certain of our employees as part of their compensation.

Apart from the allocation of free shares, we have made no commitments to our corporate officersinvolving compensation or benefits owed or that may be owed as a result of the assumption, cessation orchange of these duties or subsequent to them.

We do not maintain stock-option plans (subscription or purchase options).

There are no financial instruments giving access to the equity, nor other optional instruments of anykind subscribed by the management or employees as part of reserved operations.

There are management fee agreements between us and our holding company, FCB, with whom wehave Directors in common. These agreements are governed by article L. 225-38 of the French CommercialCode relating to related party transactions. The services invoiced by FCB to us pursuant to thoseagreements for the year ended December 31, 2013 totaled A1.6 million. See ‘‘Certain Relationships andRelated Party Transactions—FCB Management Fees.’’

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PRINCIPAL SHAREHOLDERS

To our knowledge, as of the date of this offering memorandum, the shareholders holding more than5% of our capital and voting rights are: FCB, Bpifrance Participations and Alliance Healthcare France.

• FCB is a societe par actions simplifiee that is majority-owned by Jean-Claude Labrune.

• Bpifrance Participations is a societe anonyme that is 49% owned by the French government and 51%owned by the Caisse des Depots (which is itself owned by the French government).

• Alliance Healthcare France is a public limited company that is majority-owned by Alliance Boots.

As of December 31, 2013, shareholders’ equity and voting rights were broken down as follows:

Number of Number of Number of % votingShareholders shares held % interest single votes Shares double Votes Total votes rights

FCB . . . . . . . . . . . . . . 7,361,044 52.59% 53,651 7,307,393 14,614,786 14,668,437 69.00%Bpifrance Participations . 2,102,061 15.02% 2,102,061 — — 2,102,061 9.89%Public(1) . . . . . . . . . . . . 4,478,903 32.00% 4,469,168 9,735 19,470 4,488,638 21.11%Cegedim(2) . . . . . . . . . . 55,165 0.39% — — — — 0.00%

Total . . . . . . . . . . . . . . 13,997,173 100.00% 6,624,880 7,317,128 14,634,256 21,259,136 100.00%

Notes:

(1) Includes the holding of Alliance Healthcare France, which holds between 5% and 10% of our capital and voting rights.

(2) Includes the holding of Cheuvreux consisting of 14,000 shares pursuant to a liquidity contract with us. See ‘‘Summary—

Summary Corporate and Financing Structure.’’

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

FCB Loan

In May 2007, we received a shareholder loan from our largest shareholder, FCB, for A50 millionmaturing on June 10, 2016. In 2009, FCB subscribed for A4.9 million equivalent in our share capital as aredemption of a portion of the debt that decreased the balance of the FCB Loan to A45.1 million. For theyear ended December 31, 2013, the interest expense on this loan was A2.5 million. As of December 31,2013, the amount outstanding under the FCB Loan was A45.1 million. See ‘‘Description of OtherIndebtedness and Financing Arrangements—FCB Loan.’’

FCB Leases

For the year ended December 31, 2013, we paid A6.8million, as well as associated taxes of A0.8 million,in relation to buildings and properties that we lease from FCB.

FCB Management Fees

There are management fee agreements binding Cegedim S.A. to FCB. These agreements wereconcluded at arm’s length. The services invoiced by FCB to us pursuant to those agreements for the yearended December 31, 2013 totaled A1.6 million This amount corresponds to the re-invoicing of salaryexpenses and advisers’ fees for Directors’ fees paid by FCB on behalf of Cegedim. The Directors’ feesrepresent less than 10% of the total. The salary portion corresponds to the re-invoicing of a portion of thecompensation of Jean-Claude Labrune, Laurent Labrune, Aude Labrune, Pierre Marucchi, as well as thecompensation of non-managers.

Agreements with Alliance Healthcare France and GERS

We have ongoing commercial arrangements which are arm’s length transactions in the ordinary courseof business with Alliance Healthcare France, a member of our board of directors and a shareholder, andGERS, a member of our board of directors. These two arrangements represented 0.1% and 0.1%,respectively, of our consolidated revenue for the year ended December 31, 2013.

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DESCRIPTION OF OTHER INDEBTEDNESS AND FINANCING ARRANGEMENTS

The following summary of certain provisions of the documents listed below governing certain of ourfinancing arrangements does not purport to be complete and is subject to, and qualified in its entirety byreference to, the underlying documents.

Revolving Credit Facility Agreement

On June 10, 2011, we entered into the Revolving Credit Facility Agreement, which included aA80.0 million multi-currency revolving credit facility agreement with, among others, BNP Paribas, CreditLyonnais and Societe Generale Corporate & Investment Banking, as mandated lead arrangers andbookrunners, Banc of America Securities Limited and Credit Industriel et Commercial, as mandated leadarrangers, Credit Lyonnais and Societe Generale Corporate & Investment Banking as coordinators, andSociete Generale as facility agent. On October 3, 2012, we received consent from our lenders to amendcertain of the terms under the Revolving Credit Facility Agreement in order to reduce the restrictiveness ofcertain financial covenants. In consideration for the lenders’ consent, we agreed to certain otheramendments, which are described below under ‘‘—Financial Covenants’’ and ‘‘—Non-Financial Covenantsand Other Provisions.’’ The Revolving Credit Facility Agreement terminates on June 10, 2016 and isundrawn as of December 31, 2013.

Purpose

Borrowings under the Revolving Credit Facility Agreement were to be applied to the repayment ofthen existing facilities and for general corporate purposes.

Structure

The Revolving Credit Facility Agreement consists of a multi-currency revolving credit facility ofA80.0 million and can be denominated in either euros or USD.

The facilities under the Revolving Credit Facility Agreement are unsecured and not guaranteed by anyof our subsidiaries. Our payment obligations under the Revolving Credit Facility Agreement rankpari passu with all of our other unsecured and unsubordinated obligations.

Interest

The interest payable on each loan is the aggregate of the applicable margin, EURIBOR (or LIBOR inthe case of USD-denominated loans) and certain mandatory costs (commitment fee of 40% of the margin,and a utilization fee of 25 basis points applies if the amount drawn down exceeds 50% of the total amountof the revolving credit). The applicable margin is based on our consolidated leverage ratio and thecurrency in which the loan is denominated.

In consideration for the amendments to the financial covenants in the Revolving Credit FacilityAgreement consented to on October 3, 2012, the applicable margins on loans drawn under the agreementwere increased. The table below provides the amended schedule of applicable margins for loans under theRevolving Credit Facility Agreement:

Applicable Margin

Facility B Facility Beuro- USD-

denominated denominated

(% per annum)Leverage Ratio

> 3.00 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.25 3.75� 3.00 and > 2.50 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.00 3.50� 2.50 and > 2.00 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.50 3.00� 2.00 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.25 2.75

As of December 31, 2013, the applicable margins on drawn amounts under the Revolving CreditFacility Agreement was 3.25%.

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Repayment

Each loan drawn under the Revolving Credit Facility Agreement is payable at the end of its interestperiod.

Financial Covenants

We are subject to two maintenance covenants under the terms of the Revolving Credit FacilityAgreement. Our compliance with these financial covenants is determined according to IFRS.

On October 3, 2012, we obtained consent from our lenders to amend the financial covenants underthe Revolving Credit Facility Agreement to reduce the restrictiveness of those covenants. Pursuant to theamendment, we must ensure that, for any relevant 12-month period until the termination date, ourleverage ratio is less than and our interest cover ratio does not fall below the ratios set forth below:

Leverage InterestTwelve-month period ending Ratio Cover Ratio

December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.60 3.00June 30, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.60 3.00December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.50 3.00June 30, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.50 3.00December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.25 3.25June 30, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.25 3.25December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.00 3.50

Non-Financial Covenants and Other Provisions

Under the Revolving Credit Facility Agreement, we are subject to negative pledges with respect togranting security over any of our assets and to disposing of any of our assets as part of a transaction to raisefinancial indebtedness or to consummate an acquisition.

The Revolving Credit Facility Agreement also contains general undertakings, including a prohibitionsagainst incurring additional indebtedness, subject to limited exceptions, and disposal of assets andrestrictions on providing loans and credits, guarantees, dividends and mergers.

The Credit Facility Agreement also includes provisions for standard affirmative covenants,representations and warranties and undertakings.

In addition to the foregoing and in further consideration for the amendments to the financialcovenants under the Revolving Credit Facility Agreement consented to on October 3, 2012, we agreed toamendments to certain of the non-financial covenants. These amendments include the following:

• a prohibition against distributing dividends while the leverage ratio is greater than 2.50;

• a reduction in the amount we are permitted to invest in joint ventures from A200.0 million toA50.0 million;

• limitations on acquisitions (i) to A5.0 million per fiscal year while the leverage ratio is greater than3.00 and (ii) to A25.0 million per fiscal year while the leverage ratio is between 2.00 and 3.00;

• an aggregate limit to payments made to the FCB Loan of A5.0 million while the leverage ratio isgreater than 2.00; and

• a permission to fully repay the FCB Loan if the ratio is less than 2.0x.

Events of Default

Under the Revolving Credit Facility Agreement, any repayments we make of the FCB Loanconstitutes an event of default, unless (i) our leverage ratio is greater than 2.00 but less than 3.00 and werepay at most 50% of the outstanding amount as at the signing date of the FCB Loan Agreement and suchrepayment neither raises our leverage ratio to greater than 3.00 nor results in an event of default or (ii) ourleverage ratio is less than 2.00 and we repay up to 100% of the outstanding amount of the FCB Loan andsuch repayment neither raises our leverage ratio to greater than 2.00 nor results in an event of default.

The Revolving Credit Facility Agreement also contains other standard events of default.

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Governing Law

The Revolving Credit Facility Agreement is governed by French law.

The 2015 Notes

On July 27, 2010, we issued the 2015 Notes, A300.0 million 7.0% Senior Notes due July 27, 2015, in anoffering that was not subject to the registration requirements of the U.S. Securities Act. As ofDecember 31, 2013, the aggregate principal amount of 2015 Notes outstanding was A168.6 million.

Purpose

The net proceeds of the 2015 Notes were applied to repay then existing indebtedness.

Structure

The 2015 Notes are unsecured and not guaranteed by any of our subsidiaries. Our paymentobligations under the 2015 Notes rank pari passu with all of our present and future unsecured andunsubordinated obligations.

Interest

The 2015 Notes bear interest at a rate of 7.0% per annum, payable semi-annually.

Redemption

The 2015 Notes may not be redeemed prior to maturity date, save in the cases of a change in taxtreatment, a change of control or an event of default. However, we may at any time and from time to timepurchase the 2015 Notes in the open market or otherwise. In 2013, we conducted a tender offer for andcompleted open market purchases of 2015 Notes in an aggregate principal amount of A111.5 million.

On April 7, 2014, we launched a Tender Offer to purchase for cash all or part of the 2015 Notes. TheTender Offer is expected to expire on April 11, 2014 and settle on or about the day following the closingdate of the Offering. The completion of the Tender Offer is conditioned on the completion of the Offering.

Covenants and Other Provisions

We are subject to three incurrence covenants under the 2015 Notes: (i) a limitation on the incurrenceof financial indebtedness, (ii) a limitation on the disposal of assets and (iii) a limitation on the financialindebtedness of subsidiaries. Under the limitation on financial indebtedness, we may incur indebtedness ifour senior leverage ratio does not exceed 3.50 or if the indebtedness constitutes permitted indebtedness.Under the limitation on subsidiary financial indebtedness, no subsidiary may incur indebtedness if,following such incurrence, the total indebtedness of all subsidiaries would exceed 15.0% of ourconsolidated indebtedness.

The above covenants will be suspended if and for so long as the 2015 Notes achieve an investmentgrade rating and no event of default has occurred and is continuing.

The 2015 Notes also impose a negative pledge with respect to granting security over any of our assets.

The 2015 Notes are subject to standard events of default.

Governing Law

The 2015 Notes are governed by French law.

The Existing Notes

On March 20, 2013, we issued the Existing Notes, A300 million 6.75% Senior Notes due April 1, 2020under Regulation S/144A. As of December 31, 2013, the aggregate principal amount of Existing Notesoutstanding was A300.0 million. The issue price was 100.0% of the nominal value.

Purpose

The net proceeds of the Existing Notes were applied to (i) redeem 2015 Notes as part of a redemptionoffer at a price of 108% on a principal amount of A111.5 million, including accrued unpaid interest the

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total amount was A121.5 million (ii) repay the A140.0 million outstanding balance under the term loanportion of the Revolving Credit Facility as of December 31, 2012; (iii) repay A30.0 million outstandingbalance then drawn under the revolving portion of the Revolving Credit Facility; and (iv) pay fees andcharges related to these transactions. As at December 31, 2013, there were A168.6 million euros of 2015Notes still outstanding.

Structure

The Existing Notes are (i) senior unsecured notes; (ii) ranked pari passu in right of payment with all ofour present and future unsecured indebtedness that is not subordinated in right to the payment of theExisting Notes; (iii) effectively subordinated to any existing and future secured Indebtedness ofCegedim SA to the extent of the value of the assets securing such Indebtedness; (iv) ranked senior in rightof payment to any existing and future unsecured Indebtedness of Cegedim SA that is subordinated in rightof payment to the Existing Notes; (v) and structurally subordinated to any existing and future indebtednessof the Cegedim SA’s Subsidiaries, whether or not secured.

Interest

The Existing Notes bear interest at a rate of 6.75% per annum, payable semi-annually.

Redemption

The Existing Notes are redeemable at their maturity date. At any time on or prior April 1, 2016,Cegedim SA may at any one or more occasions, redeem up to 35% of the aggregate principal amount ofoutstanding Existing Notes at a redemption price equal to 106.750% plus accrued and unpaid interest. Onor after April 1, 2016 Cegedim SA may on any one or more occasions, redeem all or part of the ExistingNotes at the redemption prices (expressed as percentage of principal amount) set forth below, plus accruedand unpaid interest.

RedemptionTwelve-month period ending Price

2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105.0625%2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103.3750%2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101.6875%2019 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0000%

Covenants and Other Provisions

The Existing Notes are subject to standard high yield covenant package.

Governing Law

The Existing Notes are governed by New York law.

FCB Loan

In May 2007, we received the FCB Loan, a shareholder loan from our largest shareholder, FCB, foran amount of A50.0 million. The shareholder loan agreement between Cegedim S.A. and FCB (known asFinanciere Cegedim S.A.S. at the time the agreement was entered into) was signed on May 7, 2007(the ‘‘FCB Loan Agreement’’). The FCB Loan Agreement was amended on September 5, 2008 andSeptember 21, 2011 to extend the maturity date and modify the applicable interest rate. In December 2009,FCB subscribed for A4.9 million equivalent in shares as a redemption of a portion of debt that decreasedthe balance of the FCB Loan to A45.1 million. For the year ended December 31, 2013, the interest expenseon this loan was A2.5 million and the principal amount outstanding was A45.1 million.

Purpose

Borrowings under the FCB Loan were applied towards operating expenses and the DendriteAcquisition.

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Structure

The FCB Loan is unsecured and not guaranteed by any of our subsidiaries. Our payment obligationsunder the FCB Loan Agreement rank pari passu with all of our present and future unsecured andunsubordinated obligations, including the Notes.

Interest

The FCB Loan bears interest at a rate of 200 basis points above the rate applicable under theRevolving Credit Facility Agreement, described under ‘‘Description of Other Indebtedness and FinancingArrangements—Revolving Credit Facility Agreement—Interest.’’ Interest under the FCB Loan is payablesemi-annually on June 30 and December 31 of each year.

Maturity

The FCB Loan matures in full on June 10, 2016, unless extended by an amendment to theFCB Loan Agreement.

Non-Financial Covenants and Other Provisions

Under the terms of the FCB Loan Agreement, we may fully or partially repay the FCB Loan inadvance of June 10, 2016.

FCB may accelerate our payment obligation under the FCB Loan Agreement in the eventCegedim S.A. (a) ceases activity or is dissolved, (b) fails to perform an obligation under the FCB LoanAgreement or (c) is subject to a suspension of bank check writing privileges.

Governing Law

The FCB Loan Agreement is governed by French law.

Overdraft Facilities

We have in place certain overdraft facilities that we have with various banks in France for an amountof up to A46.5 million. These facilities have been in place since early 2011, have indefinite terms and areterminable at will by either party. The interest rates under these overdraft facilities are variable ratesindexed to EURIBOR. As of December 31, 2013, we had A12.7 million outstanding under these overdraftfacilities, of which the Issuer had incurred A5.9 million and the subsidiaries had incurred A6.8 million.

Factoring Arrangements

We have in place factoring arrangements for the sale of receivables on a non-recourse basis with abank in France for an aggregate balance of up to A38.0 million. The factoring arrangement ofCegedim S.A. has been in place since December 2011, and has been extended once in March 2012, and thefactoring arrangements of three of our subsidiaries have been in place since March 2012. Thesearrangements are for an indefinite term and are terminable at will by either party subject to a three-monthnotice period. The factoring arrangements cover the sale of any of our receivables, except that receivablesrelating to maintenance bills cannot exceed 5% of the aggregate outstanding balance. The balance of suchreceivables sold under these arrangements amounted to A21.0 million, A15.2 million, A12.8 million andA15.8 million as of end of December 2012, end of June 2013, end of September 2013 and end ofDecember 2013 respectively.

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DESCRIPTION OF THE NOTES

Cegedim S.A. (the ‘‘Issuer’’) will issue A125.0 million aggregate principal amount of 63⁄4% SeniorNotes due 2020 (the ‘‘Additional Notes’’) in this Offering. The Additional Notes will constitute ‘‘AdditionalNotes’’ under the indenture, dated as of March 20, 2013 (the ‘‘Indenture’’), among itself, as issuer and TheBank of New York Mellon, as trustee (the ‘‘Trustee’’), and the other parties thereto pursuant to whichA300 million aggregate principal amount of 63⁄4% Senior Notes due 2020 (the ‘‘Existing Notes’’) wereoriginally issued on March 20, 2013 (the ‘‘Original Issue Date’’). Both this Offering and the offering on theOriginal Issue Date are private transactions that are not subject to the registration requirements of theSecurities Act of 1933, as amended (the ‘‘Securities Act’’). See ‘‘Transfer Restrictions.’’

The A125.0 million aggregate principal amount of the Additional Notes offered hereby will have thesame terms as, and will be treated as a single series with, our Existing Notes. The Additional Notes willbear the same CUSIP as the Existing Notes. Holders of the Additional Notes offered hereby and theExisting Notes will vote as one series under the Indenture. Unless otherwise noted, the Additional Notesoffered hereby, together with the Existing Notes, shall be referred to herein as the ‘‘Notes.’’ Upon issuanceof the Additional Notes offered hereby, there will be A425.0 million aggregate principal amount ofoutstanding 63⁄4% Senior Notes due 2020.

The Issuer may issue further Additional Notes under the Indenture from time to time after thisOffering. Any further issuance of Additional Notes will be subject to all of the covenants in the Indenture,including the covenant described below under the caption ‘‘—Certain Covenants—Incurrence ofIndebtedness and Issuance of Preferred Stock and Disqualified Stock.’’ The Existing Notes, the AdditionalNotes offered hereby and any further Additional Notes issued under the Indenture will be treated as asingle class for all purposes under the Indenture, including waivers, amendments, redemptions and offersto purchase, although if any further Additional Notes are not fungible with the Existing Notes and theAdditional Notes offered hereby for U.S. federal income tax purposes, such further Additional Notes willtrade under a separate CUSIP number. The Issuer will issue the Additional Notes in denominations ofA100,000 and integral multiples of A1,000 in excess thereof. The Notes will mature on April 1, 2020. Unlessthe context otherwise requires, for all purposes of the Indenture and this ‘‘Description of the Notes,’’references to the ‘‘Notes’’ include the Additional Notes offered hereby, the Existing Notes and any furtherAdditional Notes issued after the Issue Date. The terms of the Notes include those set forth in theIndenture. The Indenture does not incorporate or include any of the provisions of the U.S. Trust IndentureAct of 1939, as amended.

The following description is a summary of the material provisions of the Indenture and the Notes. Itdoes not restate those agreements in their entirety. We urge you to read the Indenture because it, and notthis description, defines your rights as holders of the Notes. Copies of the Indenture and the forms of Noteare available as set forth below under ‘‘Additional Information.’’

Certain defined terms used in this description but not defined below under ‘‘—Certain Definitions’’have the meanings assigned to them in the Indenture. You can find the definitions of certain terms used inthis description under the subheading ‘‘Certain Definitions.’’ In this description, the term ‘‘Issuer’’ refersonly to the Issuer and not to any of its Subsidiaries.

The registered holder of a Note will be treated as the owner of it for all purposes. Only registeredholders will have rights under the Indenture.

Brief Description of the Notes

The Notes

The Notes:

• are general senior unsecured obligations of the Issuer;

• rank pari passu in right of payment with all existing and future unsecured Indebtedness of the Issuerthat is not subordinated in right of payment to the Notes;

• are effectively subordinated to any existing and future secured Indebtedness of the Issuer to theextent of the value of the assets securing such Indebtedness;

• rank senior in right of payment to any existing and future unsecured Indebtedness of the Issuer thatis subordinated in right of payment to the Notes; and

• are structurally subordinated to any existing and future indebtedness of the Issuer’s Subsidiaries,whether or not secured.

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The Issuer is largely a holding company and conducts its operations principally through, and derivesits revenue principally from, its subsidiaries. The Notes are not guaranteed by any of the Issuer’ssubsidiaries and are structurally subordinated to all existing and future indebtedness of the Issuer’ssubsidiaries. The Issuer only has a shareholder’s claim in the assets of its subsidiaries. In the event any ofthese subsidiaries becomes insolvent, liquidates or otherwise reorganizes, the creditors of such subsidiaries,including trade creditors, will generally be entitled to payment in full from the sale or other disposal of theassets of such subsidiary before the Issuer, as a direct or indirect shareholder, will be entitled to receive anydistributions from such subsidiary. As of December 31, 2013, the Issuer’s Subsidiaries had A6.8 million offinancial indebtedness (consisting of overdraft facilities), all of which would have been structurally seniorto the Notes. See ‘‘Risk Factors—Risks Related to Our Indebtedness and the Notes—The Issuer is largely aholding company and its subsidiaries may be restricted from distributing cash to the Issuer for purposes ofmeeting its obligations under the Notes’’ and ‘‘Risk Factors—Risks Related to Our Indebtedness and theNotes—The Notes will be structurally subordinated to all existing and future indebtedness of our subsidiaries.’’

As of the Issue Date, all of the Issuer’s Subsidiaries will be ‘‘Restricted Subsidiaries’’ for purposes ofthe Indenture. However, under the circumstances described below under the caption ‘‘—CertainCovenants—Designation of Restricted and Unrestricted Subsidiaries,’’ the Issuer will be permitted todesignate certain Subsidiaries as ‘‘Unrestricted Subsidiaries.’’ The Issuer’s Unrestricted Subsidiaries will notbe subject to many of the restrictive covenants in the Indenture.

Principal, Maturity and Interest

The Issuer will issue A125.0 million in aggregate principal amount of Additional Notes in this Offering.

Interest on the Notes will accrue at the rate of 6.750% per annum and will be payable semi-annually inarrears on April 1 and October 1. Interest on the Additional Notes offered hereby will accrue from April 1,2014 and will be payable commencing on October 1, 2014. Interest on overdue principal and interest,including Additional Amounts (as defined herein), if any, will accrue at a rate that is 1% higher than thethen applicable interest rate on the Notes. The Issuer will make each interest payment to the holders ofrecord on the immediately preceding March 15 and September 1. Interest will be computed on the basis ofa 360-day year comprised of twelve 30-day months. In certain circumstances, the Issuer may be required topay Additional Amounts in cash on the Notes as described under the caption ‘‘—Additional Amounts.’’

Paying Agent and Registrar for the Notes

The Issuer will maintain one or more paying agents (each, a ‘‘Paying Agent’’) for the Notes. TheIssuer will undertake to maintain a Paying Agent in a member state of the European Union that will not beobliged to withhold or deduct tax pursuant to the European Union Directive 2003/48/EC (as amendedfrom time to time) or any other directive implementing the conclusions of the ECOFIN Council meetingof 26 and 27 November 2000 on the taxation of savings income, or any law implementing, or complyingwith or introduced in order to conform to, such directive. The initial Paying Agent will be The Bank ofNew York Mellon, London Branch in London.

The Issuer will also maintain a registrar (the ‘‘Registrar’’), and the initial Registrar will be The Bankof New York Mellon (Luxembourg) S.A. The initial transfer agent will be The Bank of New York Mellon,London Branch. The Registrar and the transfer agent will maintain a register reflecting ownership ofDefinitive Registered Notes outstanding from time to time and will make payments on and facilitatetransfers of Definitive Registered Notes on the behalf of the Issuer.

The Issuer may change the Paying Agent, the Registrar or the transfer agent without prior notice tothe holders of the Notes. For so long as the Notes are listed on the Official List of the Luxembourg StockExchange and admitted to trading on the Euro MTF and the rules and regulations of the LuxembourgStock Exchange so require, the Issuer will publish a notice of any change of Paying Agent, Registrar ortransfer agent in a daily newspaper having a general circulation in Luxembourg (which is currentlyexpected to be the Luxemburger Wort) or, to the extent and in the manner permitted by such rules, postsuch notice on the official website of the Luxembourg Stock Exchange (www.bourse.lu).

Transfer and Exchange

Notes sold within the United States to qualified institutional buyers pursuant to Rule 144A under theSecurities Act (‘‘Rule 144A’’) will initially be represented by one or more global notes in registered formwithout interest coupons attached (the ‘‘144A Global Notes’’). Notes sold outside the United States

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pursuant to Regulation S under the Securities Act (‘‘Regulation S’’) will initially be represented by one ormore global notes in registered form without interest coupons attached (the ‘‘Reg S Global Notes,’’ andtogether with the 144A Global Notes, the ‘‘Global Notes’’). The Global Notes will be deposited, on theIssue Date, with a common depositary and registered in the name of the nominee of the commondepositary for the accounts of Euroclear and Clearstream.

During the 40-day distribution compliance period, book-entry interests in the Reg S Global Notes maybe transferred only to non-U.S. Persons under Regulation S or to Persons whom the transferor reasonablybelieves are ‘‘qualified institutional buyers’’ within the meaning of Rule 144A in a transaction meeting therequirements of Rule 144A or otherwise in accordance with applicable transfer restrictions and anyapplicable securities laws of any state of the United States or any other jurisdiction.

Ownership of interests in the Global Notes (‘‘Book-Entry Interests’’) will be limited to persons thathave accounts with Euroclear and Clearstream or persons that may hold interests through suchparticipants. Ownership of interests in the Book-Entry Interests and transfers thereof will be subject to therestrictions on transfer and certification requirements summarized below and described more fully under‘‘Transfer Restrictions.’’ In addition, transfers of Book-Entry Interests between participants in Euroclear orparticipants in Clearstream will be effected by Euroclear or Clearstream, as applicable, pursuant tocustomary procedures and subject to the applicable rules and procedures established by Euroclear orClearstream and their respective participants.

Book-Entry Interests in a 144A Global Note, or the ‘‘Restricted Book-Entry Interests,’’ may betransferred to a person who takes delivery in the form of Book-Entry Interests in the Reg S Global Note,or the ‘‘Reg S Book-Entry Interests,’’ only upon delivery by the transferor of a written certification (in theform provided in the Indenture) to the effect that such transfer is being made in accordance withRegulation S. Reg S Book-Entry Interests may be transferred to a person who takes delivery in the form ofthe Restricted Book-Entry Interests only upon delivery by the transferor of a written certification (in theform provided in the Indenture) to the effect that such transfer is being made to a person who thetransferor reasonably believes is a ‘‘qualified institutional buyer’’ within the meaning of Rule 144A in atransaction meeting the requirements of Rule 144A or otherwise in accordance with the transferrestrictions described under ‘‘Transfer Restrictions’’ and in accordance with any applicable securities law ofany other jurisdiction.

Any Book-Entry Interest that is transferred as described in the immediately preceding paragraphswill, upon transfer, cease to be a Book-Entry Interest in the Global Note from which it was transferred andwill become a Book-Entry Interest in the Global Note to which it was transferred. Accordingly, from andafter such transfer, it will become subject to all transfer restrictions, if any, and other procedures applicableto Book-Entry Interests in the Global Note to which it was transferred. In connection with such transfer,appropriate adjustments will be made to reflect a decrease in the principal amount of the Global Notefrom which it was transferred and a corresponding increase in the principal amount of the Global Note towhich it was transferred, as applicable.

If definitive notes in registered form (‘‘Definitive Registered Notes’’) are issued, they will be issuedonly in minimum denominations of A100,000 principal amount and integral multiples of A1,000 in excessthereof, upon receipt by the applicable Registrar of instructions relating thereto and any certificates andother documentation required by the Indenture. It is expected that such instructions will be based upondirections received by Euroclear or Clearstream, as applicable, from the participant who owns the relevantBook-Entry Interests. Definitive Registered Notes issued in exchange for a Book-Entry Interest will,except as set forth in the Indenture or as otherwise determined by the Issuer in compliance with applicablelaw, be subject to, and will have a legend with respect to the restrictions on transfer summarized below anddescribed more fully under ‘‘Transfer Restrictions.’’

Subject to the restrictions on transfer referred to above, Notes issued as Definitive Registered Notesmay be transferred or exchanged, in whole or in part, in minimum denominations of A100,000 in principalamount and integral multiples of A1,000 in excess thereof to Persons who take delivery thereof in the formof Definitive Registered Notes. In connection with any such transfer or exchange, the Indenture requiresthe transferring or exchanging holder to, among other things, furnish appropriate endorsements andtransfer documents, furnish information regarding the account of the transferee at Euroclear orClearstream, where appropriate, furnish certain certificates and opinions, and pay any Taxes in connectionwith such transfer or exchange. Any such transfer or exchange will be made without charge to the holder,other than any Taxes payable in connection with such transfer or exchange.

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Notwithstanding the foregoing, the Issuer is not required to register the transfer of any DefinitiveRegistered Notes:

(1) for a period of 15 days prior to any date fixed for the redemption of the Notes;

(2) for a period of 15 days immediately prior to the date fixed for selection of Notes to be redeemedin part;

(3) for a period of 15 days prior to the record date with respect to any interest payment date; or

(4) which the holder has tendered (and not withdrawn) for repurchase in connection with a Changeof Control Offer or an Asset Sale Offer.

Additional Amounts

All payments made under or with respect to the Notes (whether or not in the form of DefinitiveRegistered Notes) will be made free and clear of and without withholding or deduction for, or on accountof, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. Ifany deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of anyjurisdiction in which the Issuer (including any successor entity), is then incorporated, engaged in businessor resident for tax purposes or any political subdivision thereof or therein or any jurisdiction from orthrough which payment is made by or on behalf of the Issuer (including, without limitation, the jurisdictionof any Paying Agent) (each, a ‘‘Tax Jurisdiction’’), will at any time be required to be made from anypayments made under or with respect to the Notes, including, without limitation, payments of principal,redemption price, purchase price, interest or premium, the Issuer will pay such additional amounts(the ‘‘Additional Amounts’’) as may be necessary in order that the net amounts received in respect of suchpayments (including Additional Amounts) after such withholding, deduction or imposition will equal therespective amounts that would have been received in respect of such payments in the absence of suchwithholding or deduction; provided, however, that no Additional Amounts will be payable with respect to:

(1) any Taxes that would not have been imposed but for the holder or the beneficial owner of theNotes (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a powerover, such holder, if such holder is an estate, trust, partnership or corporation) being a citizen orresident or national of, or incorporated in or carrying on a business in, the relevant TaxJurisdiction in which such Taxes are imposed or having any other present or former connectionwith the relevant Tax Jurisdiction other than the mere acquisition, holding, exercise of rights,enforcement or receipt of payment in respect of the Notes;

(2) any Taxes that are imposed or withheld as a result of the failure of the holder of the Notes orbeneficial owner of the Notes to comply with any reasonable written request, made to that holderor beneficial owner in writing at least 60 days before any such withholding or deduction would bepayable, by the Issuer to provide timely and accurate information concerning the nationality,residence or identity of such holder or beneficial owner or to make any valid and timelydeclaration or similar claim or satisfy any certification, information or other reportingrequirement (to the extent such holder or beneficial owner is legally entitled to do so), which isrequired or imposed by a statute, treaty, regulation or administrative practice of the relevant TaxJurisdiction as a precondition to any exemption from or reduction in all or part of such Taxes towhich such holder or beneficial owner is entitled;

(3) any Note presented for payment (where Notes are in the form of Definitive Registered Notes andpresentation is required) more than 30 days after the relevant payment is first made available forpayment to the holder of the Notes (except to the extent that the holder of the Notes would havebeen entitled to Additional Amounts had the Note been presented on the last day of such30 day period);

(4) any estate, inheritance, gift, sale, transfer, personal property, excise or similar Taxes;

(5) any Taxes withheld, deducted or imposed on a payment to an individual and that are required tobe made pursuant to European Union Council Directive 2003/48/EC or any other directiveimplementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 onthe taxation of savings income or any law implementing or complying with or introduced in orderto conform to, such Directive;

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(6) any Note presented for payment by or on behalf of a holder of Notes who would have been ableto avoid such withholding or deduction by presenting the relevant Note to another Paying Agentin a member state of the European Union;

(7) any Tax imposed on or with respect to any payment by the Issuer to the holder if such holder is afiduciary or partnership or person other than the sole beneficial owner of such payment, to theextent that Taxes would not have been imposed on such payment had such holder been the solebeneficial owner of such Note;

(8) any Taxes payable other than by deduction or withholding from payments under, or with respectto, the Notes; or

(9) any combination of items (1) through (8) above.

In addition to the foregoing, the Issuer will also pay and indemnify the holder for any present orfuture stamp, issue, registration, court or documentary taxes, or any other excise or property taxes, chargesor similar levies or Taxes which are levied by any Tax Jurisdiction on the execution, delivery, issuance,initial resale, registration, or enforcement of, or the receipt of any payment in respect of (excluding Taxesdescribed in clauses (1) through (7) above, in the case of Taxes levied on the receipt of any payment inrespect of), any of the Notes, the Indenture or any other document or instrument referred to therein.

If the Issuer becomes aware that it will be obligated to pay Additional Amounts with respect to anypayment under or with respect to the Notes, the Issuer will deliver to the Trustee on a date that is at least30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises less than45 days prior to that payment date, in which case the Issuer shall notify the Trustee promptly thereafter) anOfficer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated tobe so payable. The Officer’s Certificate must also set forth any other information reasonably necessary toenable the Paying Agent to pay Additional Amounts to holders on the relevant payment date. The Trusteeshall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments arenecessary. The Issuer will provide the Trustee with documentation reasonably satisfactory to the Trusteeevidencing the payment of Additional Amounts.

The Issuer will make all withholdings and deductions required by law and will remit the full amountdeducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer willprovide to the Trustee an official receipt or, if official receipts are not reasonably obtainable, otherdocumentation (reasonably satisfactory to the Trustee) from each Tax authority evidencing or certifying thepayment of any Taxes so withheld or deducted within a reasonable time after the date of such payment.The Issuer will attach to each official receipt or other document a certificate stating (a) that the relevantamount of withholdings or deductions was fully remitted to the relevant Tax authority in accordance withapplicable law and (b) the amount of such Taxes paid per A1,000 principal amount of the Notes thenoutstanding. Upon request, copies of those receipts or other documentation, as the case may be, will bemade available by the Trustee to the holders of the Notes during normal business hours.

Whenever in the Indenture or in this ‘‘Description of the Notes’’ there is mentioned, in any context,the payment of amounts based upon the principal amount of the Notes or of principal, interest or of anyother amount payable under, or with respect to, any of the Notes, such mention shall be deemed to includethe payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were orwould be payable in respect thereof.

The obligations described under this heading will survive any termination, defeasance or discharge ofthe Indenture or any transfer by a holder or beneficial owner of its notes and will apply mutatis mutandisto any successor Person to the Issuer.

Optional Redemption

At any time on or prior to April 1, 2016, the Issuer may on any one or more occasions redeem up to35% of the aggregate principal amount of outstanding Notes issued under the Indenture, upon not lessthan 10 nor more than 60 days’ notice, at a redemption price equal to 106.750% of the principal amount ofthe outstanding Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to thedate of redemption (subject to the rights of holders of Notes on the relevant record date to receive interest

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on the relevant interest payment date), with the net cash proceeds of a Public Equity Offering;provided that:

(1) at least 65% of the aggregate principal amount of Notes issued under the Indenture (excludingNotes held by the Issuer and its Subsidiaries) remains outstanding immediately after theoccurrence of such redemption; and

(2) the redemption occurs within 90 days of the date of the closing of such Public Equity Offering.

At any time prior to April 1, 2016, the Issuer may on any one or more occasions redeem all or a partof the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100% ofthe principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaidinterest and Additional Amounts, if any, to the date of redemption, subject to the rights of holders ofNotes on the relevant record date to receive interest due on the relevant interest payment date.

Except pursuant to the preceding two paragraphs and below under the caption ‘‘—Redemption forChanges in Taxes,’’ the Notes will not be redeemable at the Issuer’s option prior to April 1, 2016.

On or after April 1, 2016, the Issuer may on any one or more occasions redeem all or a part of theNotes, upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed aspercentages of principal amount) set forth below, plus accrued and unpaid interest and AdditionalAmounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during thetwelve month period beginning on April 1 of the years indicated below, subject to the rights of holders ofNotes on the relevant record date to receive interest on the relevant interest payment date:

Year Redemption Price

RedemptionYear Price

2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105.0625%2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103.3750%2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101.6875%2019 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0000%

Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on theNotes or portions thereof called for redemption on the applicable redemption date.

Except as set forth below under ‘‘—Redemption for Changes in Taxes,’’ any redemption and notice may,in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent.

Redemption for Changes in Taxes

The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon givingnot less than 30 nor more than 60 days’ prior notice to the holders of the Notes (which notice will beirrevocable and given in accordance with the procedures described in ‘‘—Selection and Notice’’), at aredemption price equal to the principal amount thereof, together with accrued and unpaid interest, if any,to the date fixed by the Issuer for redemption (a ‘‘Tax Redemption Date’’) and all Additional Amounts(if any) then due and which will become due on the Tax Redemption Date as a result of the redemption orotherwise (subject to the right of holders of the Notes on the relevant record date to receive interest dueon the relevant interest payment date and Additional Amounts (if any) in respect thereof), if on the nextdate on which any amount would be payable in respect of the Notes, the Issuer is or would be required topay Additional Amounts, and the Issuer cannot avoid any such payment obligation by taking reasonablemeasures available (including making payment through a Paying Agent located in another jurisdiction;provided, however, that reasonable measures shall not include changing the jurisdiction of incorporation ofthe Issuer), and the requirement arises as a result of:

(1) any change in, or amendment to, the laws or treaties (or any regulations, or rulings promulgatedthereunder) of the relevant Tax Jurisdiction (as defined above) affecting taxation which change oramendment has not been publicly announced before and which becomes effective on or after theIssue Date (or, if the relevant Tax Jurisdiction has changed since the Issue Date, the date onwhich the then current Tax Jurisdiction became the applicable Tax Jurisdiction under theIndenture); or

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(2) any change in, or amendment to, the existing official position or the introduction of an officialposition regarding the application, administration or interpretation of such laws, treaties,regulations or rulings (including a holding, judgment or order by a court of competentjurisdiction or a change in the official published practice of a governmental authority), whichchange, amendment, application or interpretation has not been publicly announced before andbecomes effective on or after the Issue Date (or, if the relevant Tax Jurisdiction has changed sincethe Issue Date, the date on which the then current Tax Jurisdiction became the applicable TaxJurisdiction under the Indenture) (each of the foregoing clauses (1) and (2) a ‘‘Change inTax Law’’).

The Issuer will not give any such notice of redemption earlier than 90 days prior to the earliest date onwhich the Issuer would be obligated to make such payment or withholding if a payment in respect of theNotes were then due, and the obligation to pay Additional Amounts must be in effect at the time suchnotice is given. Prior to the publication or, where relevant, mailing of any notice of redemption of theNotes pursuant to the foregoing, the Issuer will deliver to the Trustee an opinion of independent counselreasonably satisfactory to the Trustee to the effect that there has been such a change or amendment whichwould entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer publishes or mailsnotice of redemption of the Notes as described above, it will deliver to the Trustee an Officer’s Certificateto the effect that it is entitled to effect such redemption and that it cannot avoid its obligation to payAdditional Amounts by the Issuer taking reasonable measures available to it.

The Trustee will accept such Officer’s Certificate and opinion of independent counsel as sufficientevidence of the existence and satisfaction of the conditions precedent as described above, in which event itwill be conclusive and binding on the holders of the Notes.

The foregoing provisions shall apply mutatis mutandis to any successor Person, after such successorPerson becomes a party to the Indenture, with respect to a Change in Tax Law occurring on or after thedate on which such successor Person becomes a party to the Indenture.

For the avoidance of doubt, the implementation of European Union Council Directive 2003/48/EC orany other directive implementing the conclusions of the ECOFIN Council meeting of 26 and27 November 2000 on the taxation of savings income or any law implementing or complying with, orintroduced in order to conform to, such directive will not be a change or amendment for such purposes.

Mandatory Redemption

The Issuer is not required to make mandatory redemption or sinking fund payments with respect tothe Notes. However, under certain circumstances, the Issuer may be required to offer to purchase theNotes as described under the caption ‘‘—Repurchase at the Option of Holders.’’ The Issuer and theRestricted Subsidiaries may at any time and from time to time purchase the Notes in the open marketor otherwise.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each holder of Notes will have the right to require the Issuer torepurchase all or any part (equal to A100,000 or an integral multiple of A1,000 in excess thereof) of thatholder’s Notes pursuant to a tender offer (a ‘‘Change of Control Offer’’) on the terms set forth in theIndenture. In the Change of Control Offer, the Issuer will offer a payment in cash equal to 101% of theaggregate principal amount of Notes repurchased, plus accrued and unpaid interest and AdditionalAmounts, if any, on the Notes repurchased to the date of purchase (the ‘‘Change of Control Payment’’),subject to the rights of holders of Notes on the relevant record date to receive interest due on the relevantinterest payment date. Within 30 days following any Change of Control, the Issuer will mail a notice toeach holder or otherwise deliver a notice in accordance with the procedures described under ‘‘—Selectionand Notice’’ describing the transaction or transactions that constitute the Change of Control and offeringto repurchase Notes on the date (the ‘‘Change of Control Payment Date’’) specified in the notice, whichdate will be no earlier than 10 days and no later than 60 days from the date such notice is mailed, pursuantto the procedures required by the Indenture and described in such notice. The Issuer will comply with therequirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws andregulations to the extent those laws and regulations are applicable in connection with the repurchase of theNotes as a result of a Change of Control. To the extent that the provisions of any securities laws or

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regulations conflict with the Change of Control provisions of the Indenture, the Issuer will comply with theapplicable securities laws and regulations and will not be deemed to have breached its obligations underthe Change of Control provisions of the Indenture by virtue of such compliance.

On the Change of Control Payment Date, the Issuer will, to the extent lawful:

(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change ofControl Offer;

(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of allNotes or portions of Notes properly tendered; and

(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with anOfficer’s Certificate stating the aggregate principal amount of Notes or portions of Notes beingpurchased by the Issuer.

The paying agent will promptly mail to each holder of Notes properly tendered the Change of ControlPayment for such Notes, and the Trustee (or an authentication agent approved by it) will promptlyauthenticate and mail (or cause to be transferred by book-entry) to each holder a new Note equal inprincipal amount to any unpurchased portion of the Notes surrendered, if any. The Issuer will publiclyannounce the results of the Change of Control Offer on or as soon as practicable after the Change ofControl Payment Date.

The provisions described above that require the Issuer to make a Change of Control Offer following aChange of Control will be applicable whether or not any other provisions of the Indenture are applicable.Except as described above with respect to a Change of Control, the Indenture does not contain provisionsthat permit the holders of the Notes to require that the Issuer repurchase or redeem the Notes in the eventof a takeover, recapitalization or similar transaction.

The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) athird party makes the Change of Control Offer in the manner, at the times and otherwise in compliancewith the requirements set forth in the Indenture applicable to a Change of Control Offer made by theIssuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer,or (2) notice of redemption has been given pursuant to the Indenture as described above under the caption‘‘—Optional Redemption,’’ unless and until there is a default in payment of the applicable redemptionprice. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be madein advance of a Change of Control, conditioned upon the consummation of such Change of Control, if adefinitive agreement is in place for the Change of Control at the time the Change of Control Offeris made.

The Issuer’s ability to repurchase the Notes pursuant to the Change of Control Offer may be limitedby a number of factors. The ability of the Issuer to pay cash to the holders of the Notes following theoccurrence of a Change of Control may be limited by its then existing financial resources, and sufficientfunds may not be available when necessary to make any required repurchases. We expect that we wouldrequire third party financing to make an offer to repurchase the Notes upon a Change of Control. Wecannot assure you that we would be able to obtain such financing. Any failure by the Issuer to offer topurchase Notes would constitute a Default under the Indenture, which could, in turn, constitute a defaultunder the then outstanding Indebtedness. See ‘‘Risk Factors—Risks Related to Our Indebtedness and theNotes—We may not be able to repurchase the Notes upon a change of control.’’

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease,transfer, conveyance or other disposition of ‘‘all or substantially all’’ of the properties or assets of the Issuerand its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase‘‘substantially all,’’ there is no precise established definition of the phrase under applicable law.Accordingly, the ability of a holder of Notes to require the Issuer to repurchase its Notes as a result of asale, lease, transfer, conveyance or other disposition of less than all of the assets of the Issuer and itsSubsidiaries taken as a whole to another Person or group may be uncertain.

If and for so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange andadmitted to trading on the Euro MTF and the rules and regulations of the Luxembourg Stock Exchange sorequire, the Issuer will publish notices relating to the Change of Control Offer in a leading newspaper ofgeneral circulation in Luxembourg (which is expected to be the Luxemburger Wort) or, to the extent and inthe manner permitted by such rules, posted on the official website of the Luxembourg Stock Exchange(www.bourse.lu).

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The provisions of the Indenture relating to the Issuer’s obligation to make an offer to repurchase theNotes as a result of a Change of Control may be waived or modified with the written consent of holders ofa majority in outstanding principal amount of the Notes.

Asset Sales

The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly orindirectly, consummate an Asset Sale unless:

(1) the Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time ofthe Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitiveagreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold orotherwise disposed of; and

(2) at least 75% of the consideration received in the Asset Sale by the Issuer or such RestrictedSubsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of thefollowing will be deemed to be cash:

(a) any liabilities, as shown on the Issuer’s most recent consolidated balance sheet, of the Issueror any Restricted Subsidiary (other than contingent liabilities and liabilities that are by theirterms subordinated to the Notes) that are assumed by the transferee of any such assetspursuant to a customary novation or indemnity agreement that releases the Issuer or suchRestricted Subsidiary from further liability or indemnifies the Issuer or such RestrictedSubsidiary against further liability;

(b) any securities, notes or other obligations received by the Issuer or any such RestrictedSubsidiary from such transferee that are converted by the Issuer or such RestrictedSubsidiary into cash or Cash Equivalents within 180 days following the closing of the AssetSale, to the extent of the cash or Cash Equivalents received in that conversion;

(c) any Capital Stock or assets of the kind referred to in clauses (2) or (4) of the next paragraphof this covenant;

(d) Indebtedness of any Restricted Subsidiary of the Issuer that is no longer a RestrictedSubsidiary of the Issuer as a result of such Asset Sale, to the extent that the Issuer and itsRestricted Subsidiaries following such Asset Sale are released from any guarantee of suchIndebtedness in connection with such Asset Sale; and

(e) consideration consisting of Indebtedness of the Issuer (other than SubordinatedIndebtedness) or any of its Restricted Subsidiaries or preferred stock of a RestrictedSubsidiary which is either repaid in full or cancelled in connection with such Asset Sale.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer (or the applicableRestricted Subsidiary, as the case may be) may apply such Net Proceeds (at the option of the Issuer or suchRestricted Subsidiary):

(1) to repay, repurchase, prepay or redeem (a) the Existing Revolving Credit Facility or any ExistingIndebtedness (other than the FCB Loan) of the Issuer or any Restricted Subsidiary of the Issuer(including any Permitted Refinancing Indebtedness in respect thereof), (b) any Indebtedness ofany Restricted Subsidiary of the Issuer (unless the relevant Restricted Subsidiary shall haveguaranteed the Notes) or any secured Indebtedness of the Issuer, (c) any other Indebtedness ofthe Issuer or any Restricted Subsidiary of the Issuer that ranks pari passu in right of payment withthe Notes (other than the FCB Loan) and was incurred pursuant to the first or second paragraphof the covenant described below under the caption ‘‘—Certain Covenants—Incurrence ofIndebtedness and Issuance of Preferred Stock’’ (excluding any intercompany Indebtedness betweenthe Issuer and any Restricted Subsidiary), so long as in the case of clause (c), the Issuer or aRestricted Subsidiary makes an offer on a pro rata basis to all holders of the Notes at a purchaseprice not less than 100% of the principal amount outstanding thereof and, in each case ofclauses (a) through (c), if the Indebtedness repaid is revolving credit Indebtedness, tocorrespondingly reduce commitments with respect thereto;

(2) to acquire all or substantially all of the assets of, or any Capital Stock of, a Permitted Business, if,after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes aRestricted Subsidiary;

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(3) to make a capital expenditure;

(4) to acquire other assets (other than Capital Stock) that are not classified as current assets underIFRS and that are used or useful in a Permitted Business;

(5) to enter into a binding commitment to apply the Net Proceeds pursuant to clause (2), (3) or (4) ofthis paragraph; provided that such binding commitment shall be treated as a permittedapplication of the Net Proceeds from the date of such commitment until the earlier of (x) thedate on which such acquisition or expenditure is consummated, and (y) the 180th day followingthe expiration of the aforementioned 365 day period; or

(6) any combination of the foregoing.

Pending the final application of any Net Proceeds, the Issuer (or the applicable Restricted Subsidiary)may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any mannerthat is not prohibited by the Indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the secondparagraph of this covenant will constitute ‘‘Excess Proceeds.’’ When the aggregate amount of ExcessProceeds exceeds A20.0 million, within fifteen calendar days thereof, the Issuer will make an offer(an ‘‘Asset Sale Offer’’) to all holders of Notes and may make an offer to all holders of other Indebtednessthat is pari passu with the Notes containing provisions similar to those set forth in the Indenture withrespect to offers to purchase, prepay or redeem with the proceeds of sales of assets (other thanIndebtedness in respect of the FCB Loan) to purchase, prepay or redeem the maximum principal amountof Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and theamount of all fees and expenses, including premiums, incurred in connection therewith) that may bepurchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will beequal to 100% of the principal amount, plus accrued and unpaid interest and Additional Amounts, if any,to the date of purchase, prepayment or redemption, subject to the rights of holders of Notes on therelevant record date to receive interest due on the relevant interest payment date, and will be payable incash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use thoseExcess Proceeds for any purpose not otherwise prohibited by the Indenture, including without limitation,the prepayment, repayment, redemption or repurchase of the FCB Loan. If the aggregate principalamount of Notes and other pari passu Indebtedness tendered into (or required to be prepaid or redeemedin connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will selectthe Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on theamounts tendered or required to be prepaid or redeemed. Upon completion of each Asset Sale Offer, theamount of Excess Proceeds will be reset at zero.

The Issuer will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and anyother applicable securities laws and regulations to the extent those laws and regulations are applicable inconnection with each repurchase of Notes pursuant to a Change of Control Offer or an Asset Sale Offer.To the extent that the provisions of any securities laws or regulations conflict with the Change of Control orAsset Sale provisions of the Indenture, the Issuer will comply with the applicable securities laws andregulations and will not be deemed to have breached its obligations under the Change of Control or AssetSale provisions of the Indenture by virtue of such compliance.

Selection and Notice

If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes forredemption on a pro rata basis (or, in the case of Notes issued in global form as discussed under‘‘Book-Entry, Delivery and Form,’’ based on a method that most nearly approximates a pro rata selection asthe Trustee deems fair and appropriate) unless otherwise required by law or applicable stock exchange ordepositary requirements.

No Notes in a principal amount of A100,000 or less can be redeemed in part. Notices of redemptionwill be mailed by first class mail at least 10 but not more than 60 days before the redemption date to eachholder of Notes to be redeemed at its registered address, except that redemption notices may be mailedmore than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of theNotes or a satisfaction and discharge of the Indenture.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will statethe portion of the principal amount of that Note that is to be redeemed. A new Note in principal amount

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equal to the unredeemed portion of the original Note will be issued in the name of the holder of Notesupon cancellation of the original Note. Notes called for redemption become due on the date fixed forredemption. On and after the redemption date, interest ceases to accrue on Notes or portions of Notescalled for redemption.

For Notes that are represented by Global Notes held on behalf of Euroclear or Clearstream, noticesmay be given by delivery of the relevant notices to Euroclear or Clearstream for communication to entitledaccount holders in substitution for the aforesaid mailing. So long as any Notes are listed on the OfficialList of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF and the rules andregulations of the Luxembourg Stock Exchange so require, any such notice to the holders of the relevantNotes shall also be published in a daily newspaper having a general circulation in Luxembourg (which iscurrently expected to be the Luxemburger Wort) or, to the extent and in the manner permitted by suchrules, posted on the official website of the Luxembourg stock Exchange (www.bourse.lu) and, inconnection with any redemption, the Issuer will notify the Luxembourg Stock Exchange of any change inthe principal amount of Notes outstanding.

Certain Covenants

Restricted Payments

The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directlyor indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of the Issuer’sor any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any paymentin connection with any merger or consolidation involving the Issuer or any of its RestrictedSubsidiaries) or to the direct or indirect holders of the Issuer’s or any of its RestrictedSubsidiaries’ Equity Interests in their capacity as such (other than (i) dividends or distributionspayable in Equity Interests (other than Disqualified Stock) of the Issuer and (ii) dividends ordistributions payable to the Issuer or any of its Restricted Subsidiaries);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, inconnection with any merger or consolidation involving the Issuer) any Equity Interests of theIssuer or any direct or indirect Parent;

(3) make any principal payment on or with respect to, or purchase, redeem, defease or otherwiseacquire or retire for value any Subordinated Indebtedness of the Issuer (excluding anyintercompany Indebtedness between or among the Issuer and any of its Restricted Subsidiaries),except (i) a payment of principal at the Stated Maturity thereof or (ii) the purchase, repurchaseor other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying asinking fund obligation, principal installment or scheduled maturity, in each case due within oneyear of the date of such purchase, repurchase or other acquisition; or

(4) make any Restricted Investment,

(all such payments and other actions set forth in these clauses (1) through (4) above being collectivelyreferred to as ‘‘Restricted Payments’’), unless, at the time of and after giving effect to such RestrictedPayment:

(a) no Default or Event of Default has occurred and is continuing or would occur as a consequenceof such Restricted Payment;

(b) the Issuer would, at the time of such Restricted Payment and after giving pro forma effect theretoas if such Restricted Payment had been made at the beginning of the applicable four-quarterperiod, have been permitted to incur at least A1.00 of additional Indebtedness pursuant to theFixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described belowunder the caption ‘‘Incurrence of Indebtedness and Issuance of Preferred Stock’’; and

(c) such Restricted Payment, together with the aggregate amount of all other Restricted Paymentsmade by the Issuer and its Restricted Subsidiaries since the Original Issue Date (excludingRestricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8), (9) and (10) of the nextsucceeding paragraph), is less than the sum, without duplication, of:

(i) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accountingperiod) from April 1, 2013 to the end of the Issuer’s most recently ended fiscal quarter for

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which internal financial statements are available at the time of such Restricted Payment (or,if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(ii) 100% of the aggregate net cash proceeds and the Fair Market Value of marketable securitiesreceived by the Issuer since the Original Issue Date as a contribution to its common equitycapital or from the issue or sale of Equity Interests of the Issuer (other than DisqualifiedStock) or from the issue or sale of convertible or exchangeable Disqualified Stock of theIssuer or convertible or exchangeable debt securities of the Issuer, in each case that havebeen converted into or exchanged for Equity Interests of the Issuer (other than EquityInterests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Issuer); plus

(iii) to the extent that any Restricted Investment that was made after the date of the Indenture is(a) sold, disposed of or otherwise cancelled, liquidated or repaid, 100% of the aggregateamount received in cash and the Fair Market Value of marketable securities received by theIssuer or any Restricted Subsidiary or (b) made in an entity that subsequently becomes aRestricted Subsidiary of the Issuer, 100% of the Fair Market Value of such RestrictedInvestment of the Issuer and its Restricted Subsidiaries as of the date such entity becomes aRestricted Subsidiary; plus

(iv) to the extent that any Unrestricted Subsidiary of the Issuer designated as such after the dateof the Indenture is redesignated as a Restricted Subsidiary or is merged or consolidated intothe Issuer or a Restricted Subsidiary, or all of the assets of such Unrestricted Subsidiary aretransferred to the Issuer or a Restricted Subsidiary, 100% of the Fair Market Value of theIssuer’s Investment in such Subsidiary (or of the assets transferred, less the cost ofacquisition of such assets by the Issuer or any Restricted Subsidiary, if any) as of the date ofsuch redesignation, merger, consolidation or transfer of assets; plus

(v) 100% of any dividends or distributions received in cash by the Issuer or a RestrictedSubsidiary after the Original Issue Date from an Unrestricted Subsidiary, to the extent thatsuch dividends or distributions were not otherwise included in the Consolidated Net Incomeof the Issuer for such period.

The preceding provisions will not prohibit:

(1) the payment of any dividend or the consummation of any irrevocable redemption within 60 daysafter the date of declaration of the dividend or giving of the redemption notice, as the case maybe, if at the date of declaration or notice, the dividend or redemption payment would havecomplied with the provisions of the Indenture;

(2) the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds ofthe substantially concurrent sale (other than to a Subsidiary of the Issuer) of, Equity Interestsof the Issuer (other than Disqualified Stock) or from the substantially concurrent contribution ofcommon equity capital to the Issuer; provided that the amount of any such net cash proceeds thatare utilized for any such Restricted Payment will be excluded from clause (c)(ii) of the precedingparagraph and will not be considered to be net cash proceeds from a Public Equity Offering forpurposes of the ‘‘Optional Redemption’’ provisions of the Indenture;

(3) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value ofSubordinated Indebtedness of the Issuer with the net cash proceeds from a substantiallyconcurrent incurrence of Permitted Refinancing Indebtedness;

(4) so long as no Default or Event of Default has occurred and is continuing, the purchase of anySubordinated Indebtedness in the event of a Change of Control or Asset Sale; provided that(a) prior to consummating any such repurchase of Subordinated Indebtedness, the Issuer hasmade the Change of Control Offer or Asset Sale Offer, as the case may be, required by theIndenture and has repurchased all Notes validly tendered for payment in connection with suchChange of Control Offer or Asset Sale Offer, as the case may be, (b) such purchase ofSubordinated Indebtedness shall occur within 90 days after the completion of such Change ofControl Offer or Asset Sale Offer, as the case may be, and (c) the purchase price in connectionwith such purchase will not exceed 101% (in the event such purchase follows a Change of ControlOffer) or 100% (in the event such purchase follows an Asset Sale Offer) of the outstandingprincipal amount of such Subordinated Indebtedness (plus accrued and unpaid interest andadditional interest, if any);

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(5) so long as no Default or Event of Default has occurred and is continuing, repurchase, redemptionor other acquisition or retirement for value of any Equity Interests of the Issuer or any RestrictedSubsidiary held by, or for the purpose of granting such Equity Interests to, any current or formerofficer, director, consultant or employee of the Issuer or any of its Affiliates or RestrictedSubsidiaries pursuant to, or in connection with, any equity subscription agreement, stock optionagreement, shareholders’ agreement or similar compensatory agreement; provided that theaggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests maynot exceed A3.0 million in any twelve month period (with any unused amounts in any such twelvemonth period being carried over to the next succeeding twelve month period); provided, further,that such amount in any twelve month period may be increased by an amount not to exceed thecash proceeds from the sale of Equity Interests of the Issuer to members of management ordirectors of the Issuer, any of its Restricted Subsidiaries or any of its direct or indirect parentcompanies to the extent the cash proceeds from the sale of Equity Interests have not otherwisebeen applied to the making of Restricted Payments pursuant to clause (c) of the precedingparagraph or clause (2) of this paragraph;

(6) the repurchase of Equity Interests deemed to occur upon the exercise of stock options, warrantsor other similar rights to the extent such Equity Interests represent a portion of the exercise priceof such rights;

(7) the declaration and payment of regularly scheduled or accrued dividends to holders of any classor series of Disqualified Stock of the Issuer or any preferred stock of any Restricted Subsidiaryissued on or after the Original Issue Date in accordance with the Fixed Charge Coverage Ratiotest described below under the caption ‘‘Incurrence of Indebtedness and Issuance of PreferredStock’’;

(8) payments of cash, dividends, distributions, advances or other Restricted Payments by the Issuer orany of its Restricted Subsidiaries to allow the payment of cash in lieu of the issuance of fractionalshares upon (i) the exercise of options, warrants or other similar rights or (ii) the conversion orexchange of Capital Stock of any such Person;

(9) the payment of any dividend (or, in the case of any partnership or limited liability company, anysimilar distribution) by a Restricted Subsidiary to the holders of its Equity Interests on apro rata basis;

(10) payment of any Securitization Fees and purchases of Securitization Assets pursuant to aSecuritization Repurchase Obligation in connection with a Qualified SecuritizationFinancing; and

(11) so long as no Default or Event of Default has occurred and is continuing, other RestrictedPayments in an aggregate amount not to exceed A35.0 million since the Original Issue Date.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date ofthe Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Issuer orsuch Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.

Incurrence of Indebtedness and Issuance of Preferred Stock

The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly orindirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable,contingently or otherwise, with respect to (collectively, ‘‘incur’’) any Indebtedness (including AcquiredDebt), and the Issuer will not and will not permit any Restricted Subsidiary to, issue any Disqualified Stockand will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided,however, that the Issuer may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, ifthe Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for whichinternal financial statements are available immediately preceding the date on which such additionalIndebtedness is incurred or such Disqualified Stock is issued, as the case may be, would have been at least2.25 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceedstherefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock had been issued,as the case may be, at the beginning of such four-quarter period.

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The first paragraph of this covenant will not prohibit the incurrence of any of the following items ofIndebtedness (collectively, ‘‘Permitted Debt’’):

(1) the incurrence by the Issuer or any Restricted Subsidiary of the Issuer of Indebtedness underCredit Facilities in an aggregate principal amount at any one time outstanding under thisclause (1) not to exceed A120.0 million, plus in the case of any refinancing of any Indebtednesspermitted under this clause (1) or any portion thereof, the aggregate amount of fees,underwriting discounts, premiums and other costs and expenses incurred in connection with suchrefinancing, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Issuer ora Restricted Subsidiary of the Issuer since the Original Issue Date to repay any Indebtednessunder the Credit Facilities and effect a corresponding commitment reduction thereunderpursuant to the covenant described above under the caption ‘‘—Repurchase at the Option ofHolders—Asset Sales’’;

(2) the incurrence by the Issuer and its Restricted Subsidiaries of the Existing Indebtedness;

(3) the incurrence by the Issuer of Indebtedness represented by the Notes to be issued on theIssue Date;

(4) the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness represented by CapitalLease Obligations, mortgage financings or purchase money obligations, in each case, incurred forthe purpose of financing or refinancing all or any part of the purchase price or cost of design,construction, lease, installation or improvement of property (real or personal), plant orequipment or other assets (including Capital Stock) used or useful in the business of the Issuer orany of its Restricted Subsidiaries, in an aggregate principal amount, including all PermittedRefinancing Indebtedness incurred in exchange for, or the net proceeds of which were used torenew, refund, redeem, refinance, replace, defease or discharge any Indebtedness incurredpursuant to this clause (4), not to exceed the greater of (x) A10.0 million and (y) 0.75% of TotalAssets at any time outstanding;

(5) the incurrence by the Issuer or any of its Restricted Subsidiaries of Permitted RefinancingIndebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance,replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that waspermitted by the Indenture to be incurred under the first paragraph of this covenant orclauses (2), (3), (5) or (12) of this paragraph;

(6) the incurrence by the Issuer or any of its Restricted Subsidiaries of intercompany Indebtednessbetween or among the Issuer and any of such Restricted Subsidiaries; provided, however, that:

(a) if the Issuer is the obligor on such Indebtedness, such Indebtedness must be unsecured andexpressly subordinated to the prior payment in full in cash of all Obligations then due withrespect to the Notes; and

(b) (i) any subsequent issuance or transfer of Equity Interests that results in any suchIndebtedness being held by a Person other than the Issuer or a Restricted Subsidiary and(ii) any sale or other transfer of any such Indebtedness to a Person that is not either theIssuer or a Restricted Subsidiary will be deemed, in each case, to constitute an incurrence ofsuch Indebtedness by the Issuer or such Restricted Subsidiary, as the case may be, that wasnot permitted by this clause (6);

(7) the issuance by any Restricted Subsidiary to the Issuer or to any of its Restricted Subsidiaries ofshares of preferred stock; provided, however, that:

(a) any subsequent issuance or transfer of Equity Interests that results in any such preferredstock being held by a Person other than the Issuer or a Restricted Subsidiary; and

(b) any sale or other transfer of any such preferred stock to a Person that is not either the Issueror a Restricted Subsidiary,

will be deemed, in each case, to constitute an issuance of such preferred stock by such RestrictedSubsidiary that was not permitted by this clause (7);

(8) the incurrence by the Issuer or any Restricted Subsidiary of Hedging Obligations in the ordinarycourse of business and not for speculative purposes (as determined in good faith by the Issuer orsuch Restricted Subsidiary);

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(9) the Guarantee by the Issuer or any Restricted Subsidiary of Indebtedness of the Issuer or anyRestricted Subsidiary to the extent that the guaranteed Indebtedness was permitted to beincurred by another provision of this covenant; provided that if the Indebtedness beingguaranteed is subordinated to or pari passu with the Notes, then the Guarantee must besubordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

(10) the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness in respect ofworkers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance andsurety bonds in the ordinary course of business;

(11) the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness arising from thehonoring by a bank or other financial institution of a check, draft or similar instrumentinadvertently drawn against insufficient funds, so long as such Indebtedness is covered within fivebusiness days;

(12) Indebtedness of any Person outstanding on the date on which such Person becomes a RestrictedSubsidiary or is merged, consolidated, amalgamated or otherwise combined with (includingpursuant to any acquisition of assets and assumption of related liabilities) the Issuer or anyRestricted Subsidiary (other than Indebtedness incurred to provide all or any portion of the fundsused to consummate the transaction or series of related transactions pursuant to which suchPerson became a Restricted Subsidiary or was otherwise acquired by the Issuer or a RestrictedSubsidiary); provided, however, with respect to this clause (12), that at the time of the acquisitionor other transaction pursuant to which such Indebtedness was deemed to be incurred (x) theIssuer would have been able to incur A1.00 of additional Indebtedness pursuant to the firstparagraph of this covenant after giving pro forma effect to the incurrence of such Indebtednesspursuant to this clause (12) or (y) the Fixed Charge Coverage Ratio would not be less than it wasimmediately prior to giving effect to such acquisition or other transaction;

(13) Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary providing forcustomary indemnification, obligations in respect of earnouts or other adjustments of purchaseprice or, in each case, similar obligations, in each case, incurred or assumed in connection withthe acquisition or disposition of any business or assets or Person or any Equity Interests of aSubsidiary, provided that, in the case of a disposition, the maximum liability of the Issuer and itsRestricted Subsidiaries in respect of all such Indebtedness shall at no time exceed the grossproceeds, including the Fair Market Value of non-cash proceeds (measured at the time receivedand without giving effect to any subsequent changes in value), actually received by the Issuer andits Restricted Subsidiaries in connection with such disposition;

(14) Indebtedness incurred in respect of a Qualified Securitization Financing;

(15) Indebtedness of the Issuer or a Restricted Subsidiary in respect of (A) letters of credit, surety,performance or appeal bonds, completion guarantees, judgment, advance payment, customs,VAT or other tax guarantees or similar instruments issued in the ordinary course of business ofsuch Person and not in connection with the borrowing of money, including letters of credit orsimilar instruments in respect of self-insurance and workers compensation obligations or (B) anycustomary cash management (including overdrafts), cash pooling or netting or setting offarrangements; provided, however, that upon the drawing of such letters of credit or otherinstrument, such obligations are reimbursed within 30 days following such drawing;

(16) Indebtedness represented by guarantees of Management Advances;

(17) the incurrence by the Issuer or any Restricted Subsidiary of additional Indebtedness in anaggregate principal amount (or accreted value, as applicable) at any time outstanding, includingall Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease ordischarge any Indebtedness incurred pursuant to this clause (17), not to exceed A20.0 million; and

(18) any guarantee of the Notes by a Restricted Subsidiary required to be given pursuant to thecovenant described under the caption ‘‘Limitation on Issuances of Guarantees of Indebtedness’’;provided that the incurrence by the Restricted Subsidiary of the guarantee giving rise to suchrequirement is otherwise permitted by this covenant.

The Issuer will not incur any Indebtedness (including Permitted Debt) that is contractuallysubordinated in right of payment to any other Indebtedness of the Issuer unless such Indebtedness is alsocontractually subordinated in right of payment to the Notes on substantially identical terms; provided,

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however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to anyother Indebtedness of the Issuer solely by virtue of being unsecured or by virtue of being secured on ajunior priority basis.

For purposes of determining compliance with this ‘‘Incurrence of Indebtedness and Issuance ofPreferred Stock’’ covenant, in the event that an item of Indebtedness meets the criteria of more than oneof the categories of Permitted Debt described in clauses (2) through (17) above, or is entitled to beincurred pursuant to the first paragraph of this covenant, the Issuer will be permitted to classify all or aportion of such item of Indebtedness on the date of its incurrence and to reclassify all or a portion of suchitem of Indebtedness, in any manner that complies with this covenant. If, due to a change in IFRS as ineffect as of the Original Issue Date, any item of Indebtedness classified in one of the categories ofPermitted Debt described in clauses (1) through (17) of the definition of Permitted Debt ceases to beeligible under IFRS to be so classified, the Issuer, in its sole discretion, will be permitted to continue toclassify such item of Indebtedness under such clause. Indebtedness under the Existing Revolving CreditFacility and Indebtedness of Restricted Subsidiaries under overdraft facilities outstanding on the OriginalIssue Date will initially be deemed to have been incurred on such date in reliance on the exceptionprovided by clause (1) of the definition of Permitted Debt and may not be reclassified.

The accrual of interest or preferred stock dividends, the accretion or amortization of original issuediscount, the payment of interest on any Indebtedness in the form of additional Indebtedness with thesame terms, the reclassification of commitments or obligations or preferred stock as Indebtedness due to achange in accounting principles, and the payment of dividends on preferred stock or Disqualified Stock inthe form of additional shares of the same class of preferred stock or Disqualified Stock will not be deemedto be an incurrence of Indebtedness or an issuance of preferred stock or Disqualified Stock for purposes ofthis covenant; provided, in each such case, that the amount of any such accrual, accretion or payment isincluded in Fixed Charges of the Issuer as accrued. Notwithstanding any other provision of this covenant,the maximum amount of Indebtedness that the Issuer or any Restricted Subsidiary may incur pursuant tothis covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates orcurrency values.

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with originalissue discount;

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specifiedPerson, the lesser of:

(i) the Fair Market Value of such assets at the date of determination; and

(ii) the amount of the Indebtedness of the other Person.

For purposes of determining compliance with any euro-denominated restriction on the incurrence ofIndebtedness, the euro equivalent of the principal amount of Indebtedness denominated in anothercurrency will be calculated based on the relevant currency exchange rate in effect on the date suchIndebtedness was incurred, in the case of term Indebtedness, or first committed, in the case ofIndebtedness incurred under a revolving credit facility; provided that (1) if such Indebtedness is incurred torefinance other Indebtedness denominated in a currency other than euros, and such refinancing wouldcause the applicable euro-denominated restriction to be exceeded if calculated at the relevant currencyexchange rate in effect on the date of such refinancing, such euro-denominated restriction will be deemednot to have been exceeded so long as the principal amount of such Permitted Refinancing Indebtednessdoes not exceed the principal amount of such Indebtedness being refinanced; (2) the euro equivalent ofthe principal amount of any such Indebtedness outstanding on the Original Issue Date will be calculatedbased on the relevant currency exchange rate in effect on the Original Issue Date; and (3) if and for so longas any such Indebtedness is subject to an agreement intended to protect against fluctuations in currencyexchange rates with respect to the currency in which such Indebtedness is denominated covering principaland interest on such Indebtedness, the amount of such Indebtedness, if denominated in euros, will be theamount of the principal payment required to be made under such currency agreement and, otherwise, theeuro equivalent of such amount plus the euro equivalent of any premium which is at such time due andpayable but is not covered by such currency agreement.

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Liens

The Issuer will not and will not cause or permit any of its Restricted Subsidiaries to, directly orindirectly, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of anykind securing Indebtedness upon any of their property or assets, now owned or hereafter acquired, exceptPermitted Liens, unless contemporaneously with (or prior to) all payments due under the Indenture andthe Notes are secured on an equal and ratable basis with the obligations so secured until such time as suchobligations are no longer secured by a Lien.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly orindirectly, create or permit to exist or become effective any consensual encumbrance or restriction on theability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to the Issuer or any RestrictedSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, orpay any Indebtedness owed to the Issuer or any Restricted Subsidiary;

(2) make loans or advances to the Issuer or any Restricted Subsidiary; or

(3) sell, lease or transfer any of its properties or assets to the Issuer or any Restricted Subsidiary,

provided that (x) the priority of any preferred stock in receiving dividends or liquidating distributions priorto dividends or liquidating distributions being paid on common stock and (y) the subordination of(including the application of any standstill period to) loans or advances made to the Issuer or anyRestricted Subsidiary to other Indebtedness incurred by the Issuer or any Restricted Subsidiary, shall notbe deemed to constitute such an encumbrance or restriction.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or byreason of:

(1) the Indenture and the Notes and the Existing Term Loan and Revolving Credit FacilityAgreement;

(2) agreements governing Existing Indebtedness as in effect on the Original Issue Date, includingwithout limitation the 2015 Notes and the FCB Loan, and any amendments, restatements,modifications, renewals, supplements, refundings, replacements or refinancings of thoseagreements; provided that the amendments, restatements, modifications, renewals, supplements,refundings, replacements or refinancings are not materially more restrictive, taken as a whole,with respect to such dividend and other payment restrictions than those contained in thoseagreements on the Original Issue Date or than is customary in comparable financings(as determined in good faith by the Issuer);

(3) agreements governing other Indebtedness permitted to be incurred under the provisions of thecovenant described above under the caption ‘‘Incurrence of Indebtedness and Issuance of PreferredStock’’ and any amendments, restatements, modifications, renewals, supplements, refundings,replacements or refinancings of those agreements; provided that the restrictions therein are notmaterially more restrictive in relation to dividend or other payment restrictions than is customaryin comparable financings (as determined in good faith by the Issuer);

(4) applicable law, rule, regulation or order or the terms of any license, authorization, concessionor permit;

(5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer or anyof its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent suchIndebtedness or Capital Stock was incurred in connection with or in contemplation of suchacquisition), which encumbrance or restriction is not applicable to any Person, or the propertiesor assets of any Person, other than the Person, or the property or assets of the Person, soacquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by theterms of the Indenture to be incurred;

(6) customary non-assignment and similar provisions in contracts, leases and licenses entered into inthe ordinary course of business;

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(7) purchase money obligations for property acquired in the ordinary course of business and CapitalLease Obligations that impose restrictions on the property purchased or leased of the naturedescribed in clause (3) of the preceding paragraph;

(8) any agreement for the sale or other disposition of the Capital Stock or all or substantially all ofthe property and assets of a Restricted Subsidiary that restricts distributions by that RestrictedSubsidiary pending its sale or other disposition;

(9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreementsgoverning such Permitted Refinancing Indebtedness are not materially more restrictive, taken asa whole, than those contained in the agreements governing the Indebtedness being refinanced(as determined in good faith by the Issuer);

(10) Liens permitted to be incurred under the provisions of the covenant described above under thecaption ‘‘—Liens’’ that limit the right of the debtor to dispose of the assets subject to such Liens;

(11) provisions limiting the disposition or distribution of assets or property in joint ventureagreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and othersimilar agreements (including agreements entered into in connection with a RestrictedInvestment) entered into with the approval of the Issuer’s Board of Directors, which limitation isapplicable only to the assets that are the subject of such agreements;

(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers or requiredby insurance, surety or bonding companies, in each case, under contracts entered into in theordinary course of business;

(13) any encumbrance or restriction effected in connection with a Qualified Securitization Financingthat, in the good faith determination of the Board of Directors of the Issuer, is necessary oradvisable to effect such Qualified Securitization Financing; or

(14) any encumbrance or restriction existing under any agreement that extends, renews, refinances orreplaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1)through (13), or in this clause (14); provided that the terms and conditions of any suchencumbrances or restrictions are no more restrictive in any material respect than those under orpursuant to the agreement so extended, renewed, refinanced or replaced (as determined in goodfaith by the Issuer).

Merger, Consolidation or Sale of Assets

The Issuer will not, directly or indirectly: (1) consolidate or merge with or into another Person(whether or not the Issuer is the surviving corporation), or (2) sell, assign, transfer, lease, convey orotherwise dispose of all or substantially all of the properties or assets of the Issuer and its Subsidiarieswhich are Restricted Subsidiaries taken as a whole, in one or more related transactions, to anotherPerson, unless:

(1) either: (a) the Issuer is the surviving corporation; or (b) the Person formed by or surviving anysuch consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer,conveyance, lease or other disposition has been made is an entity organized or existing under thelaws of any member state of the European Union, Switzerland, Canada, the United States, anystate of the United States or the District of Columbia;

(2) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) orthe Person to which such sale, assignment, transfer, conveyance, lease or other disposition hasbeen made assumes all the obligations of the Issuer under the Notes and the Indenture;

(3) immediately after such transaction, no Default or Event of Default exists;

(4) the Issuer or the Person formed by or surviving any such consolidation or merger (if other thanthe Issuer), or to which such sale, assignment, transfer, conveyance, lease or other disposition hasbeen made would, on the date of such transaction after giving pro forma effect thereto and anyrelated financing transactions as if the same had occurred at the beginning of the applicablefour-quarter period, (i) would be permitted to incur at least A1.00 of additional Indebtednesspursuant to the Fixed Charge Coverage Ratio test set forth in first paragraph of the covenantdescribed above under the caption ‘‘Incurrence of Indebtedness and Issuance of Preferred Stock’’ or

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(ii) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to givingeffect to such transaction; and

(5) the Issuer delivers to the Trustee an Officer’s Certificate and opinion of independent counsel, ineach case, stating that such consolidation, merger or transfer and such supplemental indenturecomply with this covenant.

Clauses (3) and (4) of the first paragraph of this covenant will not apply to (1) any merger orconsolidation or any sale, assignment, transfer conveyance, lease or other disposition of assets between anyRestricted Subsidiary and the Issuer or (2) any merger or consolidation of the Issuer with or into anAffiliate solely for the purpose of reincorporating the Issuer in another jurisdiction permitted underclause (1).

Transactions with Affiliates

The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly orindirectly, enter into or conduct any transaction or series of related transactions (including the making ofany payment to or selling, leasing, transferring or otherwise disposing of any of its properties or assets to,or purchasing any property or assets from, or entering into or making or amending any transaction,contract, agreement, understanding, loan, advance or guarantee) with, or for the benefit of, any Affiliate ofthe Issuer (any such transaction or series of related transactions, an ‘‘Affiliate Transaction’’) involvingaggregate payments or consideration in excess of A3.0 million, unless:

(1) the Affiliate Transaction is on terms that are no less favorable to the Issuer or the relevantRestricted Subsidiary than those that would have been obtained in a comparable arm’s lengthtransaction by the Issuer or such Restricted Subsidiary with a Person who is not an Affiliate of theIssuer or any of its Restricted Subsidiaries; and

(2) the Issuer delivers to the Trustee:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involvingaggregate consideration in excess of A5.0 million, a resolution of the Board of Directors ofthe Issuer set forth in an Officer’s Certificate certifying that such Affiliate Transactioncomplies with this covenant and that such Affiliate Transaction has been approved by amajority of the Disinterested Directors (or in the event there is only one DisinterestedDirector, by such Disinterested Director); and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involvingaggregate consideration in excess of A20.0 million, an opinion issued by an accounting,appraisal or investment banking firm of international standing stating that the transaction orseries of related transactions is (i) fair from a financial point of view taking into account allrelevant circumstances or (ii) on terms not less favorable than might have been obtained in acomparable transaction at such time on an arm’s length basis from a Person who is notan Affiliate.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subjectto the provisions of the prior paragraph:

(1) any employment agreement, collective bargaining agreement, employee benefit arrangementswith any employee, consultant, officer or director of the Issuer or any Restricted Subsidiary,including under any stock option, stock appreciation rights, stock incentive or similar plans,entered into in the ordinary course of business;

(2) transactions between or among the Issuer and/or its Restricted Subsidiaries;

(3) transactions with a Person (other than an Unrestricted Subsidiary of the Issuer) that is anAffiliate of the Issuer solely because the Issuer owns, directly or through a Restricted Subsidiary,an Equity Interest in, or controls, such Person;

(4) payment of reasonable and customary fees and reimbursements of expenses (pursuant toindemnity arrangements or otherwise) of Officers, directors, employees or consultants of theIssuer or any of its Restricted Subsidiaries;

(5) any issuances or sales of Equity Interests (other than Disqualified Stock) of the Issuer toAffiliates of the Issuer;

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(6) any Investment (other than a Permitted Investment) or other Restricted Payment, in either casethat does not violate the provisions of the Indenture described above under the caption‘‘—Restricted Payments’’;

(7) Permitted Investments (other than Permitted Investments described as defined in clauses (3),(12) and (14) of the definition thereof);

(8) transactions pursuant to, or contemplated by any agreement in effect on the Original Issue Dateand transactions pursuant to any amendment, modification or extension to such agreement, solong as such amendment, modification or extension, taken as a whole, is not materially moredisadvantageous to the holders of the Notes than the original agreement as in effect on theOriginal Issue Date;

(9) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, ineach case in the ordinary course of business and otherwise in compliance with the terms of theIndenture that are fair to the Issuer or the Restricted Subsidiaries, in the reasonabledetermination of the members of the Board of Directors of the Issuer or the senior managementthereof, or are on terms at least as favorable as might reasonably have been obtained at such timefrom an unaffiliated Person;

(10) payments (including fees and expenses) by the Issuer or any Restricted Subsidiary to anyPrincipal (or any Related Party) for (i) the provision by the Principal (or such Related Party),directly or indirectly, of management services or (ii) the leasing or sale of real estate buildingsand related improvements that are in each case reasonably related to the operations or corporateexistence of the Issuer and its Restricted Subsidiaries on terms that are no less favorable in allmaterial respects to the Issuer and its Restricted Subsidiaries than would be the terms ofcomparable transactions with non-Affiliates, as determined in good faith by the chief financialofficer, the chief executive officer or any responsible accounting or financial officer of the Issuer;

(11) any transaction effected as part of a Qualified Securitization Financing; or

(12) Management Advances and any waiver or transaction with respect thereto.

Business Activities

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, engage in any businessother than a Permitted Business, except to such extent as would not be material to the Issuer and itsRestricted Subsidiaries taken as a whole.

Limitation on Issuances of Guarantees of Indebtedness

The Issuer will not cause or permit any of its Restricted Subsidiaries, directly or indirectly, toguarantee, assume or in any manner become liable with respect to any other Indebtedness of the Issuer(excluding Indebtedness incurred under clauses (1), (4) or (17) of the definition of ‘‘Permitted Debt’’),unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providingfor the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee will besenior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness. Theforegoing paragraph will not be applicable to any Guarantee of any Restricted Subsidiary existing on thedate of the Indenture.

Each Guarantee of the Notes will be limited as necessary to recognize certain defenses generallyavailable to guarantors (including those that relate to fraudulent conveyance or transfer, voidablepreference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations ordefenses affecting the rights of creditors generally) or other considerations under applicable law.

Notwithstanding the foregoing, the Issuer shall not be obligated to cause such Restricted Subsidiary toGuarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably beexpected to give rise to or result in (a) a violation of applicable law which, in any case, cannot be preventedor otherwise avoided in the applicable jurisdiction through measures reasonably available to the Issuer orthe Restricted Subsidiary, (b) any personal liability for the officers, directors or shareholders of suchRestricted Subsidiary or (c) any significant cost, expense, liability or obligation (including with respect ofany Taxes) other than reasonable out of pocket expenses and other than reasonable expenses incurred inconnection with any governmental or regulatory filings required as a result of, or any measures pursuant to

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clause (a) undertaken in connection with, such Guarantee, which cannot be avoided through measuresreasonably available to the Issuer or the Restricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an UnrestrictedSubsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as anUnrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by theIssuer and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be anInvestment made as of the time of the designation and will reduce the amount available for RestrictedPayments under the covenant described above under the caption ‘‘Restricted Payments’’ or under one ormore clauses of the definition of Permitted Investments, as determined by the Issuer. That designation willonly be permitted if the Investment would be permitted at that time and if the Restricted Subsidiaryotherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer mayredesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not causea Default.

Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to theTrustee by filing with the Trustee a copy of a resolution of the Board of Directors giving effect to suchdesignation and an Officer’s Certificate certifying that such designation complied with the precedingconditions and was permitted by the covenant described above under the caption ‘‘—Restricted Payments.’’If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as anUnrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of theIndenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a RestrictedSubsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date underthe covenant described under the caption ‘‘—Incurrence of Indebtedness and Issuance of Preferred Stock,’’the Issuer will be in default of such covenant. The Board of Directors of the Issuer may at any timedesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will bedeemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness ofsuch Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness ispermitted under the covenant described under the caption ‘‘—Incurrence of Indebtedness and Issuance ofPreferred Stock,’’ calculated on a pro forma basis as if such designation had occurred at the beginning of theapplicable reference period; and (2) no Default or Event of Default would be in existence following suchdesignation.

Payments for Consent

The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly orindirectly, pay or cause to be paid any consideration to or for the benefit of any holder of Notes for or asan inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture orthe Notes unless such consideration is offered to be paid and is paid to all holders of the Notes thatconsent, waive or agree to amend in the time frame set forth in the solicitation documents relating to suchconsent, waiver or agreement.

Notwithstanding the foregoing, the Issuer and its Restricted Subsidiaries shall be permitted, in anyoffer or payment of consideration for, or as an inducement to, any consent, waiver or amendment of any ofthe terms or provisions of the Indenture or the Notes, to exclude holders of the Notes in any jurisdictionwhere (1) the solicitation of such consent, waiver or amendment, including in connection with an exchangeoffer or offer to purchase for cash, or (2) the payment of the consideration therefor (i) would require theIssuer or any of its Restricted Subsidiaries to file a registration statement, prospectus or similar documentunder any applicable securities laws (including, but not limited to, the United States federal securities lawsand the laws of the European Union or its member states), which the Issuer in its sole discretiondetermines (acting in good faith) would be materially burdensome; or (ii) such solicitation would otherwisenot be permitted under applicable law in such jurisdiction.

Maintenance of Listing

The Issuer will use commercially reasonable efforts to maintain the listing of the Notes on theEuro MTF for so long as such Notes are outstanding; provided that if at any time the Issuer determinesthat it can no longer reasonably comply with the requirements for listing the Notes on the Official List ofthe Luxembourg Stock Exchange, if maintenance of such listing becomes unduly onerous or it will not

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otherwise maintain such listing, it will not be obliged to maintain a listing for the Notes on the Euro MTFbut will use commercially reasonable efforts to obtain and to maintain, a listing of such Notes on suchother ‘‘recognised stock exchange’’ as defined in Section 1005 of the Income Tax Act 2007 of theUnited Kingdom.

Reports

So long as any Notes are outstanding, the Issuer will furnish to the Trustee and make available to theholders of Notes:

(1) within 120 days after the end of the Issuer’s fiscal year beginning with the fiscal year endingDecember 31, 2013, annual reports containing the following information with a level of detail thatis substantially comparable and similar in scope to this offering memorandum (with appropriaterevision, as reasonably determined by the Issuer to reflect segment reporting and the followinginformation: (a) audited consolidated balance sheet, income statements and statements of cashflow of the Issuer for the two most recent fiscal years, including complete footnotes to suchfinancial statements and the report of the Issuer’s independent auditors on the financialstatements; (b) pro forma income statement and balance sheet information of the Issuer (whichneed not comply with Article 11 of Regulation S-X under the U.S. Exchange Act), together withexplanatory footnotes, for any material acquisitions, dispositions or recapitalizations that haveoccurred since the beginning of the most recently completed fiscal year as to which such annualreport relates (unless such pro forma information has been provided in a previous reportpursuant to clauses (2) or (3) below, and provided that such pro forma financial information willbe provided only to the extent available without unreasonable expense, in which case, the Issuerwill provide, in the case of a material acquisition, acquired company financials); (c) an operatingand financial review of the audited financial statements, including a discussion of the results ofoperations (including a discussion by business segment), financial condition and liquidity andcapital resources, and a discussion of material commitments and contingencies and criticalaccounting policies; (d) a summary description of the business, management and shareholders ofthe Issuer, all material affiliate transactions and a description of all material contractualarrangements, including material debt instruments, and (e) risk factors and material recentdevelopments;

(2) within 90 days following the end of the first half year in each fiscal year of the Issuer, half-yearlyreports containing the following information: (a) an unaudited condensed consolidated balancesheet as of the end of such half-year period and unaudited condensed statements of income andcash flow for the relevant half-year period and year to date periods ending on the unauditedcondensed balance sheet date, and the comparable prior year periods for the Issuer, togetherwith condensed footnote disclosure; (b) pro forma income statement and balance sheetinformation of the Issuer (which need not comply with Article 11 of Regulation S-X under theU.S. Exchange Act), together with explanatory footnotes, for any material acquisitions,dispositions or recapitalizations that have occurred since the beginning of the most recentlycompleted fiscal half as to which such half-yearly report relates (unless such pro formainformation has been provided in a previous report pursuant to clause (3) below, and providedthat such pro forma financial information will be provided only to the extent available withoutunreasonable expense, in which case, the Issuer will provide, in the case of a material acquisition,acquired company financials); (c) an operating and financial review of the unaudited financialstatements (including a discussion by business reporting segment), including a discussion of theconsolidated financial condition and results of operations of the Issuer and any material changebetween the current half-yearly period and the corresponding period of the prior year; and (d) asummary of material recent developments;

(3) within 60 days following the end of each of the first and third fiscal quarters in each fiscal year ofthe Issuer, quarterly reports containing the following information: (a) an unaudited condensedconsolidated balance sheet as of the end of such quarterly period and unaudited condensedstatements of income and cash flow for the relevant quarterly period and year to date periodsending on the unaudited condensed balance sheet date, and the comparable prior year periodsfor the Issuer, together with condensed footnote disclosure; (b) pro forma income statement andbalance sheet information of the Issuer (which need not comply with Article 11 ofRegulation S-X under the U.S. Exchange Act), together with explanatory footnotes, for anymaterial acquisitions, dispositions or recapitalizations that have occurred since the beginning of

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the most recently completed fiscal quarter as to which such quarterly report relates (provided thatsuch pro forma financial information will be provided only to the extent available withoutunreasonable expense, in which case, the Issuer will provide, in the case of a material acquisition,acquired company financials); (c) an operating and financial review of the unaudited financialstatements (including a discussion by business reporting segment), including a discussion of theconsolidated financial condition and results of operations of the Issuer and any material changebetween the current quarterly period and the corresponding period of the prior year; and (d) asummary of material recent developments; and

(4) promptly after the occurrence of any material acquisition, disposition or restructuring of theIssuer and the Restricted Subsidiaries, taken as a whole, or any senior executive officer changes atthe Issuer or change in auditors of the Issuer or any other material event that the Issuerannounces publicly, a report containing a description of such event.

If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Subsidiariesare Significant Subsidiaries, then quarterly and annual financial information required by the precedingparagraph will include a reasonably detailed presentation, either on the face of the financial statements orin the footnotes thereto, of the financial condition and results of operations of the Issuer and its RestrictedSubsidiaries separate from the financial condition and results of operations of the UnrestrictedSubsidiaries of the Issuer.

All financial statements shall be prepared in accordance with IFRS. Except as provided for above, noreport need include separate financial statements for the Issuer or Subsidiaries of the Issuer or anydisclosure with respect to the results of operations or any other financial or statistical disclosure not of atype included in this offering memorandum.

In addition, for so long as any Notes remain outstanding, the Issuer has agreed that it will furnish tothe holders and to securities analysts and to prospective investors, upon their request, the informationrequired to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Contemporaneously with the furnishing of each such report discussed above, the Issuer will also(a) file a press release with the appropriate internationally recognized wire services in connection with suchreport and (b) post such report on the Issuer’s website. The Issuer will also make available copies of allreports required by clauses (1) through (3) of the first paragraph of this covenant, if and so long as theNotes are listed on the Official List of the Luxembourg Stock Exchange and admitted for trading on theEuro MTF and the rules and regulations of the Luxembourg Stock Exchange so require, at the offices ofthe Paying Agent in Luxembourg or, to the extent and in the manner required by such rules, post suchreports on the official website of the Luxembourg Stock Exchange (www.bourse.lu).

Suspension of Covenants when Notes Rated Investment Grade

If on any date following the Original Issue Date:

(1) the Notes have achieved Investment Grade Status; and

(2) no Default or Event of Default shall have occurred and be continuing on such date,

then, beginning on that day and continuing until such time, if any, at which the Notes cease to haveInvestment Grade Status (such period, the ‘‘Suspension Period’’), the covenants specifically listed underthe following captions in this offering memorandum will no longer be applicable to the Notes and anyrelated default provisions of the Indenture will cease to be effective and will not be applicable to the Issuerand its Restricted Subsidiaries:

(1) ‘‘—Repurchase at the Option of Holders—Asset Sales’’;

(2) ‘‘—Restricted Payments’’;

(3) ‘‘—Incurrence of Indebtedness and Issuance of Preferred Stock’’;

(4) ‘‘—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries’’;

(5) ‘‘—Designation of Restricted and Unrestricted Subsidiaries’’;

(6) ‘‘—Transactions with Affiliates’’;

(7) ‘‘—Limitation on Issuances of Guarantees of Indebtedness’’; and

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(8) clause (4) of the first paragraph of the covenant described under ‘‘—Merger, Consolidation or Saleof Assets.’’

Such covenants will not, however, be of any effect with regard to the actions of the Issuer and theRestricted Subsidiaries properly taken during the continuance of the Suspension Period; provided that(1) with respect to the Restricted Payments made after any such reinstatement, the amount of RestrictedPayments will be calculated as though the covenant described under the caption ‘‘—Restricted Payments’’had been in effect prior to, but not during, the Suspension Period and (2) all Indebtedness incurred, orDisqualified Stock or preferred stock issued, during the Suspension Period will be classified to have beenincurred or issued pursuant to clause (2) of the second paragraph of the caption ‘‘—Incurrence ofIndebtedness and Issuance of Preferred Stock.’’ Upon the occurrence of a Suspension Period, the amount ofExcess Proceeds shall be reset at zero.

There can be no assurance that the Notes will ever achieve or maintain an Investment Grade Status.

Events of Default and Remedies

Each of the following is an ‘‘Event of Default’’:

(1) default for 30 days in the payment when due of interest or Additional Amounts, if any, withrespect to the Notes;

(2) default in the payment when due (at the Stated Maturity thereof, upon redemption or otherwise)of the principal of, or premium, if any, on, the Notes;

(3) failure by the Issuer to comply with the provisions described under the captions ‘‘—Repurchase atthe Option of Holders—Change of Control’’ or ‘‘—Certain Covenants—Merger, Consolidation orSale of Assets’’;

(4) failure by the Issuer for 30 days after written notice to the Issuer by the Trustee or the holders ofat least 25% in aggregate principal amount of the Notes then outstanding voting as a single classto comply with the provisions described under the caption ‘‘—Repurchase at the Option ofHolders—Asset Sales’’;

(5) failure by the Issuer for 60 days after written notice to the Issuer by the Trustee or the holders ofat least 25% in aggregate principal amount of the Notes then outstanding voting as a single classto comply with any of the agreements in the Indenture (other than a default in performance, orbreach, or a covenant or agreement which is specifically dealt with in clauses (1), (2), (3) or (4)),the Notes;

(6) default under any mortgage, indenture or instrument under which there may be issued or bywhich there may be secured or evidenced any Indebtedness for money borrowed by the Issuer orany of its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer or any ofits Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is createdafter the Original Issue Date, if that default:

(a) is caused by a failure to pay such Indebtedness at final maturity thereof after the expirationof the grace period provided in such Indebtedness (other than by regularly scheduledrequired prepayment), and such failure to make any payment has not been waived or thematurity of such Indebtedness has not been extended (a ‘‘Payment Default’’); or

(b) results in the acceleration of such Indebtedness prior to its maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principalamount of any other such Indebtedness under which there has been a Payment Default or thematurity of which has been so accelerated, aggregates A25.0 million or more;

(7) failure by the Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries that,taken together, would constitute a Significant Subsidiary, to pay final judgments entered by acourt or courts of competent jurisdiction aggregating in excess of A25.0 million (exclusive of anyamounts that a solvent insurance company has acknowledged liability for), which judgments arenot paid, discharged or stayed for a period of 60 consecutive days during which a stay ofenforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall nothave been in effect;

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(8) the Issuer or any Significant Subsidiary stops or suspends, or threatens or announces its intentionto stop or suspend, the payment of its debts in accordance with article L.631-1 of the Code decommerce or otherwise, makes any proposal for a general moratorium in relation to its debts orbecomes insolvent or applies for or is subject to any of the proceedings provided for byarticles L-611-3 and seq. of Book II of the Code de commerce or similar to such proceedings, andin particular, applies for or is subject to the appointment of a conciliator (conciliateur) or entersinto an amicable settlement (accord amiable) with all or some of its creditors, is subject to anybankruptcy or insolvency proceedings or makes any conveyance, assignment or other similararrangements for the benefit of its creditors or a judgment is issued for the judicial liquidation(liquidation judiciaire) or for a transfer of the whole of the business (cession totale de l’entreprise)of the Issuer or any Significant Subsidiary; and

(9) certain other events of bankruptcy or insolvency described in the Indenture with respect to theIssuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of itsRestricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

In the case of an Event of Default arising from certain events of bankruptcy or insolvency, withrespect to the Issuer or any Restricted Subsidiary that is a Significant Subsidiary or any group of RestrictedSubsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes willbecome due and payable immediately without further action or notice. If any other Event of Defaultoccurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of thethen outstanding Notes may and the Trustee, if directed by such holders, shall declare all the Notes to bedue and payable immediately.

Subject to certain limitations, holders of a majority in aggregate principal amount of the thenoutstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withholdfrom holders of the Notes notice of any continuing Default or Event of Default if it determines thatwithholding notice is in their interest, except a Default or Event of Default relating to the payment ofprincipal, interest or Additional Amounts or premium, if any.

Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event ofDefault occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights orpowers under the Indenture at the request or direction of any holders of Notes unless such holders haveoffered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability orexpense. Except to enforce the right to receive payment of principal, premium, if any, or interest orAdditional Amounts when due, no holder of a Note may pursue any remedy with respect to the Indentureor the Notes unless:

(1) such holder has previously given the Trustee notice that an Event of Default is continuing;

(2) holders of at least 25% in aggregate principal amount of the then outstanding Notes haverequested the Trustee to pursue the remedy;

(3) such holders have offered the Trustee security or indemnity reasonably satisfactory to it againstany loss, liability or expense (and for the avoidance of doubt, prefunding shall be deemed asatisfactory security or indemnity);

(4) the Trustee has not complied with such request within 60 days after the receipt of the request andthe offer of security or indemnity; and

(5) holders of a majority in aggregate principal amount of the then outstanding Notes have not giventhe Trustee a direction inconsistent with such request within such 60-day period.

The holders of a majority in aggregate principal amount of the then outstanding Notes by notice tothe Trustee may, on behalf of the holders of all of the Notes, rescind an acceleration or waive any existingDefault or Event of Default and its consequences under the Indenture except a continuing Default orEvent of Default in the payment of interest, Additional Amounts or premium, if any, on, or the principalof, the Notes.

The Issuer is required to deliver to the Trustee annually a statement regarding compliance with theIndenture. Upon becoming aware of any Default or Event of Default, the Issuer is required to promptlydeliver to the Trustee a statement specifying such Default or Event of Default and what actions are beingtaken in connection with the Default or Event of Default.

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No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Issuer, as such, will have anyliability for any obligations of the Issuer under the Notes, the Indenture, or for any claim based on, inrespect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Notewaives and releases all such liability. The waiver and release are part of the consideration for issuance ofthe Notes. The waiver may not be effective to waive liabilities under the U.S. federal securities laws.

Legal Defeasance and Covenant Defeasance

The Issuer may at any time, at the option of its Board of Directors evidenced by a resolution set forthin an Officer’s Certificate, elect to have all of its obligations discharged with respect to the outstandingNotes (‘‘Legal Defeasance’’) except for:

(1) the rights of holders of outstanding Notes to receive payments in respect of the principal of, orinterest (including Additional Amounts or premium, if any) on, such Notes when such paymentsare due from the trust referred to below;

(2) the Issuer’s obligations with respect to the Notes concerning issuing temporary Notes,registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an officeor agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations inconnection therewith; and

(4) the Legal Defeasance and Covenant Defeasance provisions of the Indenture.

In addition, the Issuer may, at its option and at any time, elect to have the obligations of the Issuerreleased with respect to certain covenants (including its obligation to make Change of Control Offers andAsset Sale Offers) that are described in the Indenture (‘‘Covenant Defeasance’’) and thereafter anyomission to comply with those covenants will not constitute a Default or Event of Default with respect tothe Notes. In the event Covenant Defeasance occurs, all Events of Default described under ‘‘Events ofDefault and Remedies’’ (except those relating to payments on the Notes or bankruptcy, receivership,rehabilitation or insolvency events) will no longer constitute an Event of Default with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of theNotes, cash in euros, non-callable euro-denominated government securities, or a combination ofcash in euros and non-callable euro-denominated government securities, in amounts as will besufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm ofindependent public accountants, to pay the principal of, or interest (including AdditionalAmounts and premium, if any) on the outstanding Notes on the stated date for payment thereofor on the applicable redemption date, as the case may be, and the Issuer must specify whether theNotes are being defeased to such stated date for payment or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuer must deliver to the Trustee (i) an opinion ofUnited States counsel reasonably acceptable to the Trustee confirming that (a) the Issuer hasreceived from, or there has been published by, the U.S. Internal Revenue Service a ruling or(b) since the Original Issue Date, there has been a change in the applicable U.S. federal incometax law, in either case to the effect that, and based thereon such opinion of counsel will confirmthat, the holders of the outstanding Notes will not recognize income, gain or loss for U.S. federalincome tax purposes as a result of such Legal Defeasance and will be subject to tax on the sameamounts, in the same manner and at the same times as would have been the case if such LegalDefeasance had not occurred; and (ii) an opinion of independent counsel in the jurisdiction ofincorporation of the Issuer and reasonably acceptable to the Trustee to the effect that the holdersof the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction as aresult of such deposit and defeasance and will be subject to tax in such jurisdiction on the sameamounts and in the same manner and at the same times as would have been the case if suchdeposit and defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuer must deliver to the Trustee (i) an opinion ofUnited States counsel confirming that the holders of the outstanding Notes will not recognizeincome, gain or loss for U.S. federal income tax purposes as a result of such Covenant

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Defeasance and will be subject to U.S. federal income tax on the same amounts, in the samemanner and at the same times as would have been the case if such Covenant Defeasance had notoccurred; and (ii) an opinion of counsel in the jurisdiction of incorporation of the Issuer to theeffect that the holders of the Notes will not recognize income, gain or loss for tax purposes ofsuch jurisdiction as a result of such deposit and defeasance and will be subject to tax in suchjurisdiction on the same amounts and in the same manner and at the same times as would havebeen the case if such deposit and defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (otherthan a Default or Event of Default resulting from the borrowing of funds to be applied to suchdeposit (and any similar concurrent deposit relating to other Indebtedness), and the granting ofLiens to secure such borrowings);

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, orconstitute a default under, any material agreement or instrument (other than the Indenture andthe agreements governing any other Indebtedness being defeased, discharged or replaced) towhich the Issuer is a party or by which the Issuer is bound;

(6) the Issuer must deliver to the Trustee an Officer’s Certificate stating that the deposit was notmade by the Issuer with the intent of preferring the holders of Notes over the other creditors ofthe Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of theIssuer or others; and

(7) the Issuer must deliver to the Trustee an Officer’s Certificate and an opinion of counsel, eachstating that all conditions precedent relating to the Legal Defeasance or the CovenantDefeasance have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture or the Notes may beamended or supplemented with the consent of the holders of at least a majority in aggregate principalamount of the Notes then outstanding (including, without limitation, consents obtained in connection witha purchase of, or tender offer or exchange offer for, Notes), and any existing Default or Event of Defaultor compliance with any provision of the Indenture or the Notes may be waived with the consent of theholders of a majority in aggregate principal amount of the then outstanding Notes (including, withoutlimitation, consents obtained in connection with a purchase of, or tender offer or exchange offerfor, Notes).

Unless consented to by the holders of at least 90% of the aggregate principal amount of thenoutstanding Notes (including, without limitation, consents obtained in connection with a purchase of, ortender offer or exchange offer for, Notes), without the consent of each holder of Notes affected, anamendment, supplement or waiver may not (with respect to any Notes held by a non-consenting holder):

(1) reduce the principal amount of Notes whose holders must consent to an amendment, supplementor waiver;

(2) reduce the principal of or change the Stated Maturity of any Note or alter the provisions withrespect to the redemption of the Notes (other than provisions relating to the covenants describedabove under the caption ‘‘—Repurchase at the Option of Holders’’);

(3) reduce the rate of or change the time for payment of interest, including default interest, onany Note;

(4) waive a Default or Event of Default in the payment of principal of, or interest, AdditionalAmounts or premium, if any, on, the Notes (except a rescission of acceleration of the Notes bythe holders of at least a majority in aggregate principal amount of the then outstanding Notes anda waiver of the Payment Default that resulted from such acceleration);

(5) make any Note payable in money other than that stated in the Notes;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or therights of holders of Notes to receive payments of principal of, or interest, Additional Amounts orpremium, if any, on, the Notes;

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(7) waive a redemption payment with respect to any Note (other than a payment required by one ofthe covenants described above under the caption ‘‘—Repurchase at the Option of Holders’’); or

(8) make any change in the preceding amendment and waiver provisions.

Notwithstanding the preceding, without the consent of any holder of Notes, the Issuer and the Trusteemay amend or supplement the Indenture or the Notes:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for the assumption of the Issuer’s obligations to holders of Notes in the case of amerger or consolidation or sale of all or substantially all of the Issuer’s assets, as applicable;

(3) to make any change that would provide any additional rights or benefits to the holders of Notesor that does not adversely affect the legal rights under the Indenture of any such holder;

(4) to conform the text of the Indenture or the Notes to any provision of this Description of theNotes to the extent that such provision in this Description of the Notes was intended to be averbatim recitation of a provision of the Indenture or the Notes;

(5) to provide for the issuance of Additional Notes in accordance with the limitations set forth in theIndenture as of the Original Issue Date;

(6) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided thatthe uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code,or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of theCode); or

(7) to evidence and provide the acceptance of the appointment of a successor Trustee underthe Indenture.

The consent of the holders of Notes is not necessary under the Indenture to approve the particularform of any proposed amendment. It is sufficient if such consent approves the substance of the proposedamendment.

In formulating its opinion on any of the above matters, the Trustee shall be entitled to request and relyon such evidence as it deems appropriate, including opinions of counsel and Officer’s Certificates.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all Notes issuedthereunder, when:

(1) either:

(a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have beenreplaced or paid and Notes for whose payment money has been deposited in trust andthereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or

(b) all Notes that have not been delivered to the Trustee for cancellation have become due andpayable by reason of the mailing of a notice of redemption or otherwise or are due andpayable or will become due and payable within one year and the Issuer has irrevocablydeposited or caused to be deposited with the Trustee as trust funds in trust solely for thebenefit of the holders, cash in euros, non-callable euro-denominated government securities,or a combination of cash in euros and non-callable euro-denominated government securities,in amounts as will be sufficient, without consideration of any reinvestment of interest, to payand discharge the entire Indebtedness on the Notes not delivered to the Trustee forcancellation for principal, premium and Additional Amounts, if any, and accrued interest tothe date of maturity or redemption;

(2) in respect of clause (1)(b), no Default or Event of Default has occurred and is continuing on thedate of the deposit (other than a Default or Event of Default resulting from the borrowing offunds to be applied to such deposit and any similar deposit relating to other Indebtedness and, ineach case, the granting of Liens to secure such borrowings) and the deposit will not result in abreach or violation of, or constitute a default under, any other instrument to which the Issuer is aparty or by which the Issuer is bound (other than with respect to the borrowing of funds to beapplied concurrently to make the deposit required to effect such satisfaction and discharge and

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any similar concurrent deposit relating to other Indebtedness, and in each case the granting ofLiens to secure such borrowings);

(3) the Issuer has paid or caused to be paid all sums payable by it under the Indenture; and

(4) the Issuer has delivered irrevocable instructions to the Trustee under the Indenture to apply thedeposited money toward the payment of the Notes at maturity or on the redemption date, asthe case may be.

In addition, the Issuer must deliver an Officer’s Certificate and an opinion of counsel to the Trusteestating that all conditions precedent to satisfaction and discharge have been satisfied.

Judgment Currency

Any payment on account of an amount that is payable in euros (the ‘‘Required Currency’’), which ismade to or for the account of any holder of the Notes or the Trustee in lawful currency of any otherjurisdiction (the ‘‘Judgment Currency’’), whether as a result of any judgment or order or the enforcementthereof or the liquidation of the Issuer, shall constitute a discharge of the Issuer’s obligation under theIndenture and the Notes only to the extent of the amount of the Required Currency which such holder orthe Trustee, as the case may be, could purchase in the London foreign exchange markets with the amountof the Judgment Currency in accordance with normal banking procedures at the rate of exchangeprevailing on the first Business Day following receipt of the payment in the Judgment Currency. If theamount of the Required Currency that could be so purchased is less than the amount of the RequiredCurrency originally due to such holder or the Trustee, as the case may be, the Issuer shall indemnify andhold harmless the holder or the Trustee, as the case may be, from and against all loss or damage arising outof, or as a result of, such deficiency. This indemnity shall constitute an obligation separate andindependent from the other obligations contained in the Indenture or the Notes, shall give rise to aseparate and independent cause of action, shall apply irrespective of any indulgence granted by any holderor the Trustee from time to time and shall continue in full force and effect notwithstanding any judgmentor order for a liquidated sum in respect of an amount due hereunder or under any judgment or order.

Concerning the Trustee

If the Trustee becomes a creditor of the Issuer, the Indenture will limit the right of the Trustee toobtain payment of claims in certain cases, or to realize on certain property received in respect of any suchclaim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if itacquires any conflicting interest it must eliminate such conflict within 90 days or resign as Trustee.

The holders of a majority in aggregate principal amount of the then outstanding Notes will have theright to direct the time, method and place of conducting any proceeding for exercising any remedyavailable to the Trustee, subject to certain exceptions. The Indenture will provide that in case an Event ofDefault occurs and is continuing, the Trustee will be required, in the exercise of its power, to use thedegree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trusteewill be under no obligation to exercise any of its rights or powers under the Indenture at the request of anyholder of Notes, unless such holder has offered to the Trustee security or indemnity reasonably acceptableto it against any loss, liability or expense (and for the avoidance of doubt, prefunding shall be deemed anacceptable security or indemnity).

Listing

Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchangeand to admit the Notes to trading on the Euro MTF. The Notes are expected to be listed by the Issue Dateor shortly thereafter. There can be no guarantee that the application to list the Notes on the Official List ofthe Luxembourg Stock Exchange and to admit the Notes on the Euro MTF will be approved as of the IssueDate or at any time thereafter, and settlement of the Notes is not conditioned on obtaining this listing. TheIssuer has initially designated The Bank of New York Mellon (Luxembourg) S.A. as its agent for thosepurposes. The address of the Listing Agent is 2-5 rue Eugene Ruppert, Vertigo Building—Polaris,L-2453 Luxembourg, Luxembourg.

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Additional Information

Anyone who receives this offering memorandum may, following the Issue Date, obtain a copy of theIndenture without charge by writing to the Issuer at 137, rue d’Aguesseau, 92100 Boulogne Billancourt,France.

So long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and the rules ofthe Luxembourg Stock Exchange shall so require, copies, current and future, of all of the Issuer’s annualaudited consolidated financial statements, the Issuer’s unaudited consolidated quarterly financialstatements and this offering memorandum may be obtained, free of charge, during normal business hoursat the offices of the Paying Agent.

Governing Law

The Indenture is and the Additional Notes will be governed by, and construed in accordance with, thelaws of the State of New York.

Consent to Jurisdiction and Service of Process

The Indenture provides that the Issuer will appoint Cegedim Inc., 1405 US Highway 206, Bedminster,NJ 07921, USA as its agent for service of process in any suit, action or proceeding with respect to theIndenture and the Notes brought in any Federal or state court located in the City of New York and willsubmit to such jurisdiction.

Enforceability of Judgments

A significant majority of the assets of the Issuer are located outside the United States, and as a resultany judgment obtained in the United States against the Issuer, including judgments with respect to thepayment of principal, premium, interest, Additional Amounts and any redemption price and any purchaseprice with respect to the Notes, may not be collectable within the United States.

Prescription

Claims against the Issuer for the payment of principal or Additional Amounts, if any, on the Notes willbe prescribed ten years after the applicable due date for payment thereof. Claims against the Issuer for thepayment of interest on the Notes will be prescribed five years after the applicable due date for paymentof interest.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenturefor a full disclosure of all defined terms used therein, as well as any other capitalized terms used herein forwhich no definition is provided.

‘‘2015 Notes’’ means the Issuer’s 7.0% Senior Notes due 2015 issued on July 27, 2010.

‘‘Acquired Debt’’ means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into orbecame a Subsidiary of such specified Person, whether or not such Indebtedness is incurred inconnection with, or in contemplation of, such other Person merging with or into, or becoming aRestricted Subsidiary; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

‘‘Affiliate’’ of any specified Person means any other Person directly or indirectly controlling or controlledby or under direct or indirect common control with such specified Person. For purposes of this definition,‘‘control,’’ as used with respect to any Person, means the possession, directly or indirectly, of the power todirect or cause the direction of the management or policies of such Person, whether through the ownershipof voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of theVoting Stock of a Person will be deemed to be control. For purposes of this definition, the terms‘‘controlling,’’ ‘‘controlled by’’ and ‘‘under common control with’’ have correlative meanings.

‘‘Applicable Premium’’ means, with respect to any Note on any redemption date, the greater of:

(1) 1.0% of the principal amount of the Note; or

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(2) the excess of:

(i) the present value at such redemption date of (x) the redemption price of the Note at April 1,2016 (such redemption price being set forth in the table appearing under the caption ‘‘OptionalRedemption’’ and being calculated exclusive of accrued and unpaid interest and AdditionalAmounts) plus (y) all required interest payments due on the Note through April 1, 2016(excluding accrued but unpaid interest to the redemption date), computed using a discount rateequal to the Bund Rate as of such redemption date plus 50 basis points; over

(ii) the principal amount of the Note, if greater.

‘‘Asset Sale’’ means:

(1) the sale, lease, conveyance or other disposition of any assets by the Issuer or any of its RestrictedSubsidiaries; provided that the sale, lease, conveyance or other disposition of all or substantially all ofthe assets of the Issuer and its Restricted Subsidiaries taken as a whole will be governed by theprovisions of the Indenture described above under the caption ‘‘—Repurchase at the Option ofHolders—Change of Control’’ and/or the provisions described above under the caption ‘‘—CertainCovenants—Merger, Consolidation or Sale of Assets’’ and not by the provisions described above underthe caption ‘‘—Repurchase at the Option of Holders—Asset Sales’’; and

(2) the issuance of Equity Interests by any Restricted Subsidiary or the sale by the Issuer or any of itsRestricted Subsidiaries of Equity Interests in any of the Issuer’s Subsidiaries.

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1) any single transaction or series of related transactions that involves assets having a Fair MarketValue of less than A5.0 million;

(2) a transfer of assets or Equity Interests between or among the Issuer and its RestrictedSubsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary to the Issuer or to a RestrictedSubsidiary;

(4) the sale, lease, assignment or other transfer of products, services or accounts receivable in theordinary course of business and any sale or other disposition of damaged, worn-out or obsoleteassets in the ordinary course of business (including the abandonment or other disposition ofintellectual property that is, in the reasonable judgment of the Issuer, no longer economicallypracticable to maintain or useful in the conduct of the business of Issuer and its RestrictedSubsidiaries taken as whole);

(5) sale, lease, licensing, transfer, sublicensing or other disposition of data, software or intellectualproperty in the ordinary course of business by the Issuer or any of its Restricted Subsidiaries;

(6) any surrender or waiver of contract rights or settlement, release, recovery on or surrender ofcontract, tort or other claims in the ordinary course of business;

(7) the granting of Liens not prohibited by the covenant described above under the caption‘‘—Certain Covenants—Liens’’;

(8) the sale or other disposition of cash or Cash Equivalents;

(9) a Restricted Payment that does not violate the covenant described above under the caption‘‘Certain Covenants—Restricted Payments’’ or a Permitted Investment or any transactionspecifically excluded from the definition of Restricted Payment;

(10) the disposition of receivables in connection with the compromise, settlement or collection thereofin the ordinary course of business or in bankruptcy or similar proceedings and exclusive offactoring or similar arrangements;

(11) the foreclosure, condemnation or any similar action with respect to any property or other assetsor a surrender or waiver of contract rights or the settlement, release or surrender of contract, tortor other claims of any kind;

(12) the disposition of assets to a Person who is providing services (the provision of which have beenor are to be outsourced by the Issuer or any Restricted Subsidiary to such Person) related to suchassets; and

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(13) the sale of Securitization Assets and related assets in connection with any QualifiedSecuritization Financing.

‘‘Asset Sale Offer’’ has the meaning assigned to that term under the caption ‘‘—Repurchase at the Option ofHolders—Asset Sales’’ above.

‘‘Beneficial Owner’’ has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under theExchange Act, except that in calculating the beneficial ownership of any particular ‘‘person’’ (as that termis used in Section 13(d)(3) of the Exchange Act), such ‘‘person’’ will be deemed to have beneficialownership of all securities that such ‘‘person’’ has the right to acquire by conversion or exercise of othersecurities, whether such right is currently exercisable or is exercisable only after the passage of time. Theterms ‘‘beneficially owns’’ and ‘‘beneficially owned’’ have a corresponding meaning.

‘‘Board of Directors’’ means:

(1) with respect to the Issuer or any other corporation, the members of the supervisory board or advisoryboard of the corporation or such corporation’s management board of directors;

(2) with respect to a partnership, the board of directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members (or analogousgoverning body) or any controlling committee of managing members thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

‘‘Bund Rate’’ means, with respect to any relevant date, the rate per annum equal to the equivalent yield tomaturity as of such date of the Comparable German Bund Issue, assuming a price for the ComparableGerman Bund Issue (expressed as a percentage of its principal amount) equal to the Comparable GermanBund Price for such relevant date, where:

(1) ‘‘Comparable German Bund Issue’’ means the German Bundesanleihe security selected by anyReference German Bund Dealer as having a fixed maturity most nearly equal to the period from suchredemption date to April 1, 2016, and that would be utilized at the time of selection and in accordancewith customary financial practice, in pricing new issues of euro-denominated corporate debt securitiesin a principal amount approximately equal to the then outstanding principal amount of the Notes andof a maturity most nearly equal to April 1, 2016; provided, however, that, if the period from suchredemption date to April 1, 2016, is less than one year, a fixed maturity of one year shall be used;

(2) ‘‘Comparable German Bund Price’’ means, with respect to any relevant date, the average of allReference German Bund Dealer Quotations for such date (which, in any event, must include at leasttwo such quotations), after excluding the highest and lowest such Reference German Bund DealerQuotations, or if the Issuer obtains fewer than four such Reference German Bund Dealer Quotations,the average of all such quotations;

(3) ‘‘Reference German Bund Dealer’’ means any dealer of German Bundesanleihe securities appointedby the Issuer in good faith; and

(4) ‘‘Reference German Bund Dealer Quotations’’ means, with respect to each Reference German BundDealer and any relevant date, the average as determined by the Issuer of the bid and offered prices forthe Comparable German Bund Issue (expressed in each case as a percentage of its principal amount)quoted in writing to the Issuer by such Reference German Bund Dealer at 3:30 p.m. Frankfurt,Germany, time on the third business day in Frankfurt preceding the relevant date.

‘‘Business Day’’ means each day that is not a Saturday, Sunday or other day on which banking institutionsin London, Paris or Luxembourg or a place of payment under the Indenture are authorized or required bylaw to close.

‘‘Calculation Date’’ has the meaning given in the definition of ‘‘Fixed Charge Coverage Ratio.’’

‘‘Capital Lease Obligation’’ means, at the time any determination is to be made, the amount of the liabilityin respect of a capital lease that would at that time be required to be capitalized on a balance sheetprepared in accordance with IFRS, and the Stated Maturity thereof shall be the date of the last payment ofrent or any other amount due under such lease prior to the first date upon which such lease may beprepaid by the lessee without payment of a penalty.

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‘‘Capital Stock’’ means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights orother equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general orlimited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profitsand losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoingany debt securities convertible into Capital Stock, whether or not such debt securities include any rightof participation with Capital Stock.

‘‘Cash Equivalents’’ means:

(1) US dollars, euros, the other official currencies of any member of the European Union, any countrylocated in North America, Switzerland or Japan and, in the case of any Restricted Subsidiary locatedoutside any of those jurisdictions, such local currencies held from time to time by such RestrictedSubsidiary in the ordinary course of business;

(2) securities issued or directly and fully guaranteed or insured by the United States government or anyagency or instrumentality of the United States government or a member of the European Union, orany agency or instrumentality thereof (provided that the full faith and credit of the United States orsuch member, as the case may be, is pledged in support of those securities) having maturities of notmore than one year from the date of acquisition; provided that such country (or agency orinstrumentality) has a long-term government debt rating of ‘‘A1’’ or higher by Moody’s or A+ orhigher by S&P or the equivalent rating category of another internationally recognized rating agency asof the date of investment;

(3) certificates of deposit and eurodollar time deposits with maturities of one year or less from the date ofacquisition, bankers’ acceptances with maturities not exceeding six months and overnight bankdeposits, in each case, with any commercial bank having capital and surplus in excess of A500 millionand a Thomson Bank Watch Rating (or the successor thereto) of ‘‘B’’ or better;

(4) repurchase obligations with a term of not more than seven days for underlying securities of the typesdescribed in clauses (2) and (3) above entered into with any financial institution meeting thequalifications specified in clause (3) above;

(5) commercial paper rated at least A2/P2 by Moody’s or S&P and in each case maturing within one yearafter the date of acquisition;

(6) in the case of any Restricted Subsidiary of the Issuer located outside the United States and theEuropean Union, any substantially similar investment to the kinds described in clauses (3) through (5)of this definition obtained in the ordinary course of business and with the highest ranking obtainablein the applicable jurisdiction; and

(7) money market funds (i) denominated in U.S. dollars, euro or pound sterling that are rated ‘‘A3’’ orhigher by Moody’s or ‘‘AAA’’ or higher by S&P or (ii) at least 95% of the assets of which constituteCash Equivalents of the kinds described in clauses (1) through (5) of this definition.

‘‘Cegelease’’ means Cegelease, a company incorporated under the laws of France as a societe par actionssimplifiee whose registered office is at Rue de la Zamin, 59160 Capinghem, France, registered with theTrade and Companies Registry of Lille under number 622 018 091 RCS Lille.

‘‘Cegelease Receivables Transaction’’ means any off-balance sheet sale of lease receivables by Cegelease ona non-recourse basis to the Issuer and its Subsidiaries.

‘‘Change of Control’’ means the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way ofmerger, amalgamation or consolidation), in one or a series of related transactions, of all orsubstantially all of the properties or assets of the Issuer and its Restricted Subsidiaries taken as awhole to any Person (including any ‘‘person’’ (as that term is used in Section 13(d)(3) of theU.S. Exchange Act)) other than the Principal and/or a Related Party;

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(2) the adoption of a plan relating to the liquidation or dissolution of the Issuer;

(3) the consummation of any transaction (including, without limitation, any merger or consolidation), theresult of which is that any Person (including any ‘‘person’’ as defined above), other than the Principaland/or any of its Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than50% of the Voting Stock of the Issuer, measured by voting power rather than number of shares; or

(4) the first day on which a majority of the members of the Board of Directors of the Issuer are notContinuing Directors.

‘‘Change of Control Offer’’ has the meaning assigned to that term under the caption ‘‘—Repurchase at theOption of Holders—Change of Control.’’

‘‘Consolidated EBITDA’’ means, with respect to any specified Person for any period, the Consolidated NetIncome of such Person for such period plus, without duplication:

(1) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of itsRestricted Subsidiaries in connection with an Asset Sale, in each case as determined in good faith bythe Issuer to the extent such losses were deducted in computing such Consolidated Net Income; plus

(2) taxes based on income or profits of such Person and its Restricted Subsidiaries whether or not paid,estimated or accrued, in each case to the extent that such taxes were deducted in computing suchConsolidated Net Income; plus

(3) Fixed Charges, to the extent that any such charges were deducted in computing such ConsolidatedNet Income; plus

(4) any foreign currency translation losses (including losses related to currency remeasurements ofIndebtedness) of the Issuer and its Restricted Subsidiaries, to the extent that any such losses werededucted in computing such Consolidated Net Income; plus

(5) depreciation, amortization, impairment (including impairment or amortization of goodwill and otherintangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) andother non-cash expenses or charges (excluding any such non-cash expense to the extent that itrepresents an accrual of or reserve for cash expenses in any future period or amortization of a prepaidcash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for suchperiod to the extent that such depreciation, amortization, impairment and other non-cash expenses orcharges were deducted in computing such Consolidated Net Income; less

(6) all other non-cash items increasing such Consolidated Net Income for such period (other than theaccrual of revenue or the reversal of a reserve for cash charges in a future period in the ordinarycourse of business),

in each case, on a consolidated basis and determined in accordance with IFRS.

‘‘Consolidated Net Income’’ means, with respect to any specified Person for any period, the aggregate ofthe net income (or loss) of such Person and its Restricted Subsidiaries for such period, on a consolidatedbasis, determined in accordance with IFRS and before any reduction in respect of preferred stockdividends; provided that, without duplication:

(1) any gain or loss, together with any related provision for taxes on such gain (but not loss), realized inconnection with: (a) any business or asset disposition outside of the ordinary course of business, asdetermined in good faith by the Issuer; or (b) the acquisition of any securities issued by such Person orany of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any ofits Restricted Subsidiaries other than in the ordinary course of business, as determined in good faithby the Issuer, will be excluded;

(2) any extraordinary, exceptional or non-recurring gain or loss, together with any related provision fortaxes on such gains (but not loss), as determined in good faith by the Issuer will be excluded;

(3) the net income (or loss) of any Person that is not a Restricted Subsidiary or that is accounted for bythe equity method of accounting will be excluded; except that the specified Person’s equity in the netincome of that Person will be included to the extent of the amount of dividends or distributionsactually paid in cash to the specified Person or a Restricted Subsidiary which is a Subsidiary of thespecified Person (or to the extent converted into cash by the specified Person or a RestrictedSubsidiary which is a Subsidiary of the specified Person);

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(4) solely for the purpose of determining the amount available for Restricted Payments under clause (c)(i)of the first paragraph under the caption ‘‘—Certain Covenants—Restricted Payments,’’ any net income(loss) of any Restricted Subsidiary will be excluded if such Subsidiary is subject to restrictions, directlyor indirectly, on the payment of dividends or the making of distributions by such RestrictedSubsidiary, directly or indirectly, to the Issuer by operation of the terms of such RestrictedSubsidiary’s charter or any agreement, instrument, judgment, decree, order, statute or governmentalrule or regulation applicable to such Restricted Subsidiary or its shareholders (other than(a) restrictions that have been waived or otherwise released, (b) restrictions pursuant to the Notes orthe Indenture, (c) contractual restrictions in effect on the Original Issue Date with respect to aRestricted Subsidiary and other restrictions with respect to such Restricted Subsidiary that, taken as awhole, are not materially more restrictive in relation to such dividends or distributions than suchrestrictions in effect on the Original Issue Date, (d) restrictions specified in clauses (1), (2),(3) and (5) of the second paragraph of the covenant described under ‘‘—Certain Covenants—Dividendand Other Payment Restrictions Affecting Restricted Subsidiaries’’; except that the Issuer’s equity in thenet income of any such Restricted Subsidiary for such period will be included in such ConsolidatedNet Income up to the aggregate amount of cash or Cash Equivalents actually distributed or that couldhave been distributed by such Restricted Subsidiary during such period to the Issuer or anotherRestricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend to anotherRestricted Subsidiary, to the limitation contained in this clause);

(5) the cumulative effect of a change in accounting principles will be excluded;

(6) any unrealized foreign currency transaction gains or losses in respect of Indebtedness of any Persondenominated in a currency other than the functional currency of such Person and any unrealizedforeign exchange gains or losses relating to translation of assets and liabilities denominated in foreigncurrencies will be excluded;

(7) any unrealized foreign currency translation or transaction losses in respect of Indebtedness or otherobligations of the Issuer or any Restricted Subsidiary or any unrealized foreign currency translation ortransaction gains in respect thereof owing to the Issuer or any Restricted Subsidiary will be excluded;

(8) all unrealized gains or losses in respect of Hedging Obligations or any ineffectiveness recognized inearnings related to hedge transactions or the fair value or changes therein recognized in earnings forderivatives that do not qualify as hedge transactions, in each case, in respect of Hedging Obligationswill be excluded;

(9) any non-cash compensation expense realized from grants of stock appreciation or similar rights, stockoptions or other rights to officers, directors and employees of such Person or any of its RestrictedSubsidiaries will be excluded;

(10) any provision or charge with respect to taxes based on income or profits to the extent such provisionor charge does not represent an accrual of or reserve for any taxes to be paid in cash in the future willbe excluded;

(11) any net after-tax income or loss from discontinued operations and any net after-tax gain or loss ondisposal of discontinued operations will be excluded;

(12) any expenses, charges or other costs related to any equity offerings, Investments, acquisitions(including cash amounts paid in connection with the acquisition or retention of one or moreindividuals comprising part of a management team retained to manage the acquired business),dispositions, recapitalizations or the incurrence of any Indebtedness permitted by the indenture(whether or not successful) (including any cash expenses in connection with related due diligenceactivities), in each case, as determined in good faith by the Issuer, will be excluded; and

(13) any extraordinary, exceptional, unusual or non-recurring, charge or expense (including, withoutlimitation, with respect to restructurings, environmental costs, dispositions of assets, redundancy,severance, integration, relocation or transition), in each case as determined in good faith by the Issuer,will be excluded.

‘‘Contingent Obligations’’ means, with respect to any Person, any obligation of such Person guaranteeing inany manner, whether directly or indirectly, any operating lease, dividend or other obligation that, in each

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case, does not constitute Indebtedness (‘‘primary obligations’’) of any other Person (the ‘‘primaryobligor’’), including any obligation of such Person, whether or not contingent:

(1) to purchase any such primary obligation or any property constituting direct or indirect securitytherefor;

(2) to advance or supply funds:

(a) for the purchase or payment of any such primary obligation; or

(b) to maintain the working capital or equity capital of the primary obligor or otherwise to maintainthe net worth or solvency of the primary obligor; or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any suchprimary obligation of the ability of the primary obligor to make payment of such primary obligationagainst loss in respect thereof.

‘‘continuing’’ means, with respect to any Default or Event of Default, that such Default or Event of Defaulthas not been cured or waived.

‘‘Continuing Directors’’ means, as of any date of determination, any member of the Board of Directors ofthe Issuer who:

(1) was a member of such Board of Directors on the Original Issue Date; or

(2) was nominated for election or elected to such Board of Directors with the approval of a majority ofthe Continuing Directors who were members of such Board of Directors at the time of suchnomination or election.

‘‘Credit Facilities’’ means, with respect to the Issuer or any Restricted Subsidiary of the Issuer, one or moredebt facilities, instruments or arrangements or commercial paper facilities and overdraft facilities(including the Existing Term Loan and Revolving Credit Facility Agreement) with banks or otherinstitutional lenders, providing for revolving credit loans, term loans, receivables financing (includingthrough the sale of receivables to such institutions or to special purpose entities formed to borrow fromsuch institutions against such receivables) or letters of credit, notes, debentures or other Indebtedness, ineach case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in partfrom time to time (and whether in whole or in part and whether or not with the original administrativeagent and lenders or another administrative agent or agents or other banks or institutions and whetherprovided under the Existing Term Loan and Revolving Credit Facility Agreement or one or more othercredit or other agreement, indentures, financing agreements or otherwise) and, in each case, including allagreements, instruments and documents executed and delivered pursuant to or in connection with theforegoing (including any notes, debentures and letters of credit issued pursuant thereto and any Guaranteeand collateral agreement, patent and trademark security agreement, mortgages or letter of creditapplications and other Guarantees, pledges, agreements, security agreements and collateral documents).Without limiting the generality of the foregoing, the term ‘‘Credit Facilities’’ shall include any agreementor instrument (1) changing the maturity of any Indebtedness incurred thereunder or contemplated thereby,(2) adding Subsidiaries of the Issuer as additional borrowers or guarantors thereunder, (3) increasing theamount of Indebtedness incurred thereunder or available to be borrowed thereunder or (4) otherwisealtering the terms and conditions thereof.

‘‘Default’’ means any event that is, or with the passage of time or the giving of notice or both would be, anEvent of Default.

‘‘Disinterested Directors’’ means, with respect to any transaction or series of transactions, one or moremembers of the Issuer’s Board of Directors having no material direct or indirect financial interest in orwith respect to such transaction or series of transactions. A member of the Issuer’s Board of Directors shallnot be deemed to have such a financial interest by reason of such member’s holding Capital Stock of theIssuer, any Capital Stock or other debt or equity securities of any entity formed for the purpose of investingin Capital Stock of the Issuer, or any options, warrants or other rights in respect of any of the foregoing.

‘‘Disqualified Stock’’ means any Capital Stock that, by its terms (or by the terms of any security into whichit is convertible, or for which it is exchangeable, in each case, at the option of the holder of the CapitalStock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinkingfund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or inpart, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the

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preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holdersof the Capital Stock have the right to require the Issuer to repurchase such Capital Stock upon theoccurrence of a Change of Control or an Asset Sale will not constitute Disqualified Stock if the terms ofsuch Capital Stock provide that the Issuer may not repurchase or redeem any such Capital Stock pursuantto such provisions unless such repurchase or redemption complies with the covenant described aboveunder the caption ‘‘—Certain Covenants—Restricted Payments.’’ The amount of Disqualified Stock deemedto be outstanding at any time for purposes of the Indenture will be the maximum amount that the Issuerand its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to anymandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

For purposes hereof, the amount of Disqualified Stock which does not have a fixed repurchase price shallbe calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock werepurchased on any date on which Indebtedness shall be required to be determined pursuant to theIndenture, and if such price is based upon, or measured by, the Fair Market Value of such DisqualifiedStock, such Fair Market Value to be determined as set forth herein.

‘‘Equity Interests’’ means Capital Stock and all warrants, options or other rights to acquire Capital Stock(but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

‘‘European Union’’ means, unless otherwise provided herein, the European Union as of January 1, 2004,including the countries of Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy,Luxembourg, the Netherlands, Portugal, Spain, Sweden and the United Kingdom, but not including anycountry which becomes a member of the European Union after January 1, 2004.

‘‘euro’’ or ‘‘A’’ means the currency introduced at the start of the third stage of the European economic andmonetary union pursuant to the Treaty establishing the European Community, as amended by the Treatyon European Union.

‘‘Existing Indebtedness’’ means all Indebtedness of the Issuer and its Restricted Subsidiaries outstandingon the Original Issue Date after giving effect to the use of proceeds of the Notes (excluding anyIndebtedness under the Existing Revolving Credit Facility and Indebtedness of the Restricted Subsidiariesunder overdraft facilities outstanding on the Original Issue Date), until such amounts are repaid.

‘‘Existing Revolving Credit Facility’’ means the revolving credit facility made available pursuant to theExisting Term Loan and Revolving Credit Facility Agreement.

‘‘Existing Term Loan’’ means the euro amortizing term loan facility in an aggregate amount equal toA200 million made available pursuant to the Existing Term Loan and Revolving Credit Facility Agreement.

‘‘Existing Term Loan and Revolving Credit Facility Agreement’’ means the term loan and the multicurrency revolving credit agreement for an amount of up to A280 million entered into on June 10, 2011among the Issuer, as borrower, and certain financial institutions, as amended, restated, supplemented,waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise),restructured, repaid, refunded, refinanced or otherwise modified from time to time, including anyagreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuringall or any portion of the Indebtedness under such agreement or agreement or any successor orreplacement agreement or agreements or increasing the amount loaned thereunder (subject to compliancewith the covenant described under ‘‘—Certain Covenants—Incurrence of Indebtedness and Issuance ofPreferred Stock’’) or altering the maturity thereof.

‘‘Fair Market Value’’ means the value that could reasonably be expected to be paid by a willing buyer to anunaffiliated willing seller in an arm’s length transaction not involving distress or necessity of either party,determined in good faith by the chief financial officer, the chief executive officer or any responsibleaccounting or financial officer of the Issuer.

‘‘FCB’’ means FCB S.A.S, a shareholder of the Issuer.

‘‘FCB Loan’’ means the shareholder loan agreement with a principal amount outstanding on the OriginalIssue Date of A45.1 million entered into on May 7, 2007 among the Issuer, as borrower, and FCB (formerlyFinanciere Cegedim S.A.S), as amended on September 21, 2011 to extend the maturity date to June 10,2016 and as may be further amended, restated, supplemented, waived, replaced (whether or not upontermination, and whether with the original lenders or otherwise), restructured, repaid, refunded,refinanced or otherwise modified from time to time, including any agreement or indenture extending thematurity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness

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under such agreement or agreement or any successor or replacement agreement or agreements orincreasing the amount loaned thereunder (subject to compliance with the covenant described under‘‘—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock’’) or altering the maturitythereof.

‘‘Fixed Charge Coverage Ratio’’ means with respect to any specified Person for any period, the ratio of theConsolidated EBITDA of such Person for such period to the Fixed Charges of such Person for such period.In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees,repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinaryworking capital borrowings) or issues, repurchases or redeems preferred stock subsequent to thecommencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on orprior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made(the ‘‘Calculation Date’’), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect(as determined in good faith by the Issuer’s Chief Financial Officer or Chief Accounting Officer) to suchincurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge ofIndebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceedstherefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period;provided, however, that the pro forma calculation of Fixed Charges shall not give effect to (i) anyIndebtedness incurred on the Calculation Date pursuant to the provisions described in the secondparagraph under ‘‘—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock’’ or(ii) the discharge on the Calculation Date of any Indebtedness to the extent that such discharge resultsfrom the proceeds incurred pursuant to the provisions described in the second paragraph under ‘‘—CertainCovenants—Incurrence of Indebtedness and Issuance of Preferred Stock.’’

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries,including through mergers or consolidations, or any Person or any of its Restricted Subsidiariesacquired by the specified Person or any of its Restricted Subsidiaries, and including all relatedfinancing transactions and including increases in ownership of Restricted Subsidiaries, during thefour-quarter reference period or subsequent to such reference period and on or prior to theCalculation Date, or that are to be made on the Calculation Date, will be given pro forma effect(as determined in good faith by the Issuer’s Chief Financial Officer or Chief Accounting Officeror any responsible accounting or financial officer of the Issuer and may include anticipatedexpense and cost reduction synergies) as if they had occurred on the first day of the four-quarterreference period;

(2) the Consolidated EBITDA attributable to discontinued operations, as determined in accordancewith IFRS, and operations or businesses (and ownership interests therein) disposed of prior tothe Calculation Date, will be excluded;

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance withIFRS, and operations or businesses (and ownership interests therein) disposed of prior to theCalculation Date, will be excluded, but only to the extent that the obligations giving rise to suchFixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiariesfollowing the Calculation Date;

(4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been aRestricted Subsidiary at all times during such four-quarter period;

(5) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to havebeen a Restricted Subsidiary at any time during such four-quarter period; and

(6) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtednesswill be calculated as if the rate in effect on the Calculation Date had been the applicable rate forthe entire period (taking into account any Hedging Obligation applicable to such Indebtedness ifsuch Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months,or, if shorter, at least equal to the remaining term of such Indebtedness).

‘‘Fixed Charges’’ means, with respect to any specified Person for any period, the sum, withoutduplication, of:

(1) the consolidated interest expense (net of interest income and amortization of bond premium except tothe extent amortization has otherwise been applied to reduce Fixed Charges) of such Person and its

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Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation,amortization of debt issuance costs and original issue discount, non-cash interest payments(but excluding the non-cash interest income or non-cash interest expense attributable to themark-to-market valuation of Hedging Obligations or other derivative instruments), the interestcomponent of any deferred payment obligations, the interest component of all payments associatedwith Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respectof letter of credit or bankers’ acceptance financings, and net of the effect of all payments made orreceived pursuant to Hedging Obligations in respect of interest rates; plus

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalizedduring such period (including, without limitation, such interest expense included in SecuritizationFees under IFRS); plus

(3) any interest on Indebtedness of another Person that is guaranteed by such Person or one of itsRestricted Subsidiaries or secured by a Lien on assets of such Person or one of its Subsidiaries,whether or not such Guarantee or Lien is called upon; plus

(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series ofpreferred stock of such Person or any of its Restricted Subsidiaries other than dividends on EquityInterests payable solely in Equity Interests of the Issuer (other than Disqualified Stock) or to theIssuer or a Restricted Subsidiary of the Issuer, times (b) a fraction, the numerator of which is one andthe denominator of which is one minus the then current combined federal, state and local statutory taxrate of such Person, expressed as a decimal, in each case, determined on a consolidated basis inaccordance with IFRS.

‘‘Guarantee’’ means a guarantee (other than by endorsement of negotiable instruments for collection inthe ordinary course of business), direct or indirect, in any manner including, without limitation, by way of apledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or anypart of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements tokeep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statementconditions or otherwise).

‘‘Hedging Obligations’’ means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest ratecap agreements and interest rate collar agreements;

(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3) other agreements or arrangements designed to protect such Person against fluctuations in currencyexchange rates or commodity prices.

‘‘IFRS’’ means International Financial Reporting Standards promulgated from time to time by theInternational Accounting Standards Board or any successor board or agency and as adopted by theEuropean Union, as in effect on the date of any calculation or determination required hereunder.

‘‘Indebtedness’’ means, with respect to any specified Person, any indebtedness of such Person (excludingaccrued expenses and trade payables), whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursementagreements in respect thereof);

(3) in respect of banker’s acceptances;

(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of any property or services duemore than one year after such property is acquired or such services are completed; and

(6) net obligations under any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) wouldappear as a liability upon a balance sheet of the specified Person prepared in accordance with IFRS. Inaddition, the term ‘‘Indebtedness’’ includes all Indebtedness of others secured by a Lien on any asset of the

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specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extentnot otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

The term ‘‘Indebtedness’’ shall not include:

(1) in connection with the purchase by the Issuer or any Restricted Subsidiary of any business, anypost-closing payment adjustments to which the seller may become entitled to the extent such paymentis determined by a final closing balance sheet or such payment depends on the performance of suchbusiness after the closing;

(2) any lease of property which would be considered an operating lease under IFRS;

(3) Contingent Obligations incurred in the ordinary course of business; or

(4) any contingent obligations in respect of workers’ compensation claims, early retirement or terminationobligations, pension fund obligations or contributions or similar claims, obligations or contributions orsocial security or wage Taxes.

‘‘Investment Grade Status’’ shall occur when the Notes are rated Baa3 or better by Moody’s and BBB� orbetter by S&P (or, if either such entity ceases to rate the Notes, the equivalent investment grade creditrating from any other ‘‘nationally recognized statistical rating organization or organizations’’ (within themeaning of Rule 15c3-1(c)(2)(vi)(F) under the U.S. Exchange Act) or any other internationally recognizedstatistical rating organization having its principle place of business in the European Union selected by theIssuer in good faith as a replacement agency).

‘‘Investments’’ means, with respect to any Person, all direct or indirect investments by such Person in otherPersons (including Affiliates) in the forms of loans (including Guarantees or other obligations, butexcluding advances or extensions of credit to customers or suppliers made in the ordinary course ofbusiness), advances or capital contributions (excluding commission, travel and similar advances todirectors, Officers and employees made in the ordinary course of business), purchases or other acquisitionsfor consideration of Indebtedness, Equity Interests or other securities, together with all items that are orwould be classified as Investments on a balance sheet prepared in accordance with IFRS.

If the Issuer or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any direct orindirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is nolonger a Restricted Subsidiary, the Issuer will be deemed to have made an Investment on the date of anysuch sale or disposition equal to the Fair Market Value of the Issuer’s Investments in such RestrictedSubsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph ofthe covenant described above under the caption ‘‘—Certain Covenants—Restricted Payments’’ or aspermitted under the definition of Permitted Investments.’’ The acquisition by the Issuer or any of itsRestricted Subsidiaries of a Person that holds an Investment in a third Person will be deemed to be anInvestment by the Issuer or such Restricted Subsidiary in such third Person in an amount equal to the FairMarket Value of the Investments held by the acquired Person in such third Person in an amountdetermined as provided in the final paragraph of the covenant described above under the caption‘‘—Certain Covenants—Restricted Payments’’ or as permitted under the definition of PermittedInvestments.’’ Except as otherwise provided in the Indenture, the amount of an Investment will bedetermined at the time the Investment is made and without giving effect to subsequent changes in value.

‘‘Issue Date’’ means April , 2014.

‘‘Lien’’ means, with respect to any asset, any mortgage, lien, pledge, charge, security interest orencumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfectedunder applicable law, including any conditional sale or other title retention agreement, any lease in thenature thereof, any option or other agreement to sell or give a security interest in and any filing of oragreement to give any financing or similar statement under the laws of any jurisdiction.

‘‘Management Advances’’ means loans or advances made to, or Guarantees with respect to loans oradvances made to, directors, officers, employees or consultants of the Issuer or any Restricted Subsidiary:

(1) in respect of travel, entertainment or moving related expenses incurred in the ordinary course ofbusiness; or

(2) for purposes of funding any such person’s purchase of Equity Interests (or similar obligations) of theIssuer or its Subsidiaries with the approval of the Board of Directors, not exceeding A3.0 million in theaggregate outstanding at any time.

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‘‘Moody’s’’ means Moody’s Investors Service, Inc.

‘‘Net Proceeds’’ means the aggregate cash proceeds and Cash Equivalents received by the Issuer or any ofits Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash or CashEquivalents received upon the sale or other disposition of any non-cash consideration received in anyAsset Sale), net of (i) the direct costs relating to such Asset Sale, including, without limitation, legal,accounting and investment banking fees, and brokerage and sales commissions, and any relocationexpenses incurred as a result of the Asset Sale, (ii) Taxes paid or payable as a result of the Asset Sale, ineach case, after taking into account any available tax credits or deductions and any tax sharingarrangements and (iii) any reserve for adjustment or indemnification obligations in respect of the saleprice of such asset or assets established in accordance with IFRS.

‘‘Non-Recourse Debt’’ means Indebtedness as to which neither the Issuer nor any of its RestrictedSubsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrumentthat would constitute Indebtedness) or (b) is directly or indirectly liable as a guarantor or otherwise.

‘‘Obligations’’ means any principal, interest, penalties, fees, indemnifications, reimbursements, damagesand other liabilities payable under the documentation governing any Indebtedness.

‘‘Offering’’ shall have the meaning assigned to such term in this offering memorandum.

‘‘Officer’’ means, with respect to any Person, the Chairman of the Board of Directors, the Chief ExecutiveOfficer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, anyAssistant Treasurer, the Controller, the Secretary, any Managing Director or any Vice-President of suchPerson or any other responsible financial or legal officer of such Person having similar functions orresponsibilities.

‘‘Officer’s Certificate’’ means a certificate signed on behalf of any Person by an Officer of such Person.

‘‘Parent’’ means any Person of which the Issuer at any time is or becomes a Subsidiary after the OriginalIssue Date.

‘‘Permitted Business’’ means (i) any activity or business engaged in by the Issuer or any of its Subsidiarieson the Original Issue Date, (ii) any other business or activity which is ancillary, reasonably related,complementary, incidental or similar thereto or (iii) an extension or development of any thereof.

‘‘Permitted Investments’’ means:

(1) any Investment in the Issuer or in a Restricted Subsidiary of the Issuer;

(2) any Investment in cash and Cash Equivalents;

(3) any Investment by the Issuer or any Restricted Subsidiary in a Person, if as a result of suchInvestment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveyssubstantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary;

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that wasmade pursuant to and in compliance with the covenant described above under the caption‘‘—Repurchase at the Option of Holders—Asset Sales’’;

(5) any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (otherthan Disqualified Stock) of the Issuer;

(6) any Investments received in compromise or resolution of (A) obligations of trade creditors orcustomers that were incurred in the ordinary course of business of the Issuer or any of its RestrictedSubsidiaries, including pursuant to any plan of reorganization or similar arrangement upon thebankruptcy or insolvency of any trade creditor or customer; or (B) litigation, arbitration or otherdisputes with Persons who are not Affiliates;

(7) Investments in receivables owing to the Issuer or any Restricted Subsidiary created or acquired in theordinary course of business;

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(8) Investments represented by Hedging Obligations, which obligations are permitted by clause (8) of thesecond paragraph of the covenant entitled ‘‘—Certain Covenants—Incurrence of Indebtedness andIssuance of Preferred Stock’’;

(9) repurchases of the Notes or the 2015 Notes (and any debt securities constituting PermittedRefinancing Indebtedness in respect of the Notes or the 2015 Notes) by the Issuer or a RestrictedSubsidiary of the Issuer;

(10) any Guarantee not prohibited by the covenant entitled ‘‘—Certain Covenants—Incurrence ofIndebtedness and Issuance of Preferred Stock’’;

(11) any Investment existing on, or made pursuant to binding commitments existing on, the Original IssueDate and any Investment consisting of an extension, modification or renewal of any Investmentexisting on, or made pursuant to a binding commitment existing on, the Original Issue Date; providedthat the amount of any such Investment may be increased (a) as required by the terms of suchInvestment as in existence on the Original Issue Date or (b) as otherwise permitted underthe Indenture;

(12) Investments acquired after the Original Issue Date as a result of the acquisition by the Issuer or anyRestricted Subsidiary of another Person, including by way of a merger, amalgamation or consolidationwith or into the Issuer or any of its Restricted Subsidiaries in a transaction that is not prohibited by thecovenant described above under the caption ‘‘—Certain Covenants—Merger, Consolidation or Sale ofAssets’’ after the Original Issue Date to the extent that such Investments were not made incontemplation of such acquisition, merger, amalgamation or consolidation and were in existence onthe date of such acquisition, merger, amalgamation or consolidation;

(13) any Investment in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in anyother Person in connection with a Qualified Securitization Financing, including Investments of fundsheld in accounts permitted or required by the arrangements governing such Qualified SecuritizationFinancing or any related Indebtedness;

(14) other Investments in any Person having an aggregate Fair Market Value (measured on the date eachsuch Investment was made and without giving effect to subsequent changes in value), when takentogether with all other Investments made pursuant to this clause (14) that are at the time outstandingnot to exceed A40.0 million, provided, that if an Investment is made pursuant to this clause in a Personthat is not a Restricted Subsidiary and such Person subsequently becomes a Restricted Subsidiary or issubsequently designated a Restricted Subsidiary pursuant to ‘‘—Certain Covenants—RestrictedPayments,’’ such Investment, if applicable, shall thereafter be deemed to have been made pursuant toclause (3) above and not this clause;

(15) Management Advances.

‘‘Permitted Liens’’ means:

(1) Liens in favor of the Issuer or any Restricted Subsidiary;

(2) Liens on property of a Person existing at the time such Person becomes a Restricted Subsidiary or ismerged with or into or consolidated with the Issuer or any Restricted Subsidiary; provided that suchLiens were in existence prior to the contemplation of such Person becoming a Restricted Subsidiary orsuch merger or consolidation and do not extend to any assets other than those of the Person thatbecomes a Restricted Subsidiary or is merged with or into or consolidated with the Issuer or anyRestricted Subsidiary;

(3) Liens on property (including Capital Stock) existing at the time of acquisition of the property by theIssuer or any Subsidiary of the Issuer; provided that such Liens were in existence prior to suchacquisition and not incurred in contemplation of such acquisition;

(4) Liens to secure the performance of statutory obligations, insurance, surety or appeal bonds, workerscompensation obligations, performance bonds or other obligations of a like nature incurred in theordinary course of business (including Liens to secure letters of credit issued to assure payment ofsuch obligations);

(5) Liens to secure Indebtedness permitted by clauses (1), (4) (covering only the assets acquired with orfinanced by such Indebtedness) (including Capital Lease Obligations) and (17) of the definition ofPermitted Debt;

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(6) Liens existing on the Original Issue Date;

(7) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that arebeing contested in good faith by appropriate proceedings promptly instituted and diligentlyconcluded; provided that any reserve or other appropriate provision as is required in conformity withIFRS has been made therefor;

(8) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in eachcase, incurred in the ordinary course of business;

(9) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers,electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictionsas to the use of real property that were not incurred in connection with Indebtedness and that do notin the aggregate materially adversely affect the value of said properties or materially impair their usein the operation of the business of such Person;

(10) Liens created for the benefit of (or to secure) the Notes;

(11) Liens securing Indebtedness under Hedging Obligations, which obligations are permitted by clause (8)of the second paragraph of the covenant entitled ‘‘—Certain Covenants—Incurrence of Indebtednessand Issuance of Preferred Stock’’;

(12) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under theIndenture; provided, however, that:

(a) the new Lien is limited to all or part of the same property and assets that secured or, under thewritten agreements pursuant to which the original Lien arose, could secure the original Lien (plusimprovements and accessions to, such property or proceeds or distributions thereof); and

(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of(x) the outstanding principal amount, or, if greater, committed amount, of the Indebtednessrenewed, refunded, refinanced, redeemed, replaced, defeased or discharged with such PermittedRefinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, includingpremiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

(13) Liens on insurance policies and proceeds thereof, or other deposits, to secure insurance premiumfinancings;

(14) bankers’ Liens, rights of setoff, Liens arising out of judgments or awards not constituting an Event ofDefault and notices of lis pendens and associated rights related to litigation being contested in goodfaith by appropriate proceedings and for which adequate reserves have been made as is required inconformity with IFRS;

(15) Liens on cash, Cash Equivalents or other property arising in connection with the defeasance,discharge or redemption of Indebtedness;

(16) Liens on specific items of inventory or other goods (and the proceeds thereof) of any Person securingsuch Person’s obligations in respect of bankers’ acceptances issued or created in the ordinary course ofbusiness for the account of such Person to facilitate the purchase, sale, disposal, shipment or storageof such inventory or other goods or services;

(17) Liens on the Capital Stock of Securitization Subsidiaries, Securitization Assets and related assetsincurred in connection with any Qualified Securitization Financing;

(18) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the saleof goods entered into in the ordinary course of business;

(19) (a) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record thathave been placed by any developer, landlord or other third party on property over which the Issuer orany Restricted Subsidiary has easement rights or on any real property leased by the Issuer or anyRestricted Subsidiary and subordination or similar agreements relating thereto and (b) anycondemnation or eminent domain proceedings or compulsory purchase order affecting real property;

(20) Liens on property or assets under construction (and related rights) in favour of a contractor ordeveloper or arising from progress or partial payments by a third party relating to such propertyor assets;

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(21) Liens securing or arising by reason of any netting or set-off arrangement entered into in the ordinarycourse of banking or other trading activities;

(22) Liens (including put and call arrangements) on Capital Stock or other securities of any UnrestrictedSubsidiary that secure Indebtedness of such Unrestricted Subsidiary;

(23) Liens on any proceeds loan made by the Issuer or any Restricted Subsidiary in connection with anyfuture incurrence of Indebtedness permitted under the Indenture and securing that Indebtedness;

(24) Liens created on any asset of the Issuer or a Restricted Subsidiary established to hold assets of anystock option plan or any other management or employee benefit or incentive plan or unit trust of theIssuer or a Restricted Subsidiary securing any loan to finance the acquisition of such assets;

(25) Leases (including operating leases), licences, subleases and sublicences of assets (including softwareand intangible assets) in the ordinary course of business;

(26) Liens over cash paid into an escrow account pursuant to any purchase price retention arrangement aspart of any permitted disposal by the Issuer or a Restricted Subsidiary on condition that the cash paidinto such escrow account in relation to a disposal does not represent more than 15% of the netproceeds of such disposal;

(27) Liens on escrowed proceeds for the benefit of the related holders of debt securities or otherIndebtedness (or the underwriters or arrangers thereof) or on cash set aside at the time of theincurrence of any Indebtedness or government securities purchased with such cash, in either case tothe extent such cash or government securities prefund the payment of interest on such Indebtednessand are held in an escrow account or similar arrangement to be applied for such purposes; and

(28) any extension, renewal, refinancing or replacement, in whole or in part, of any Lien described in theforegoing clauses (2), (3) and (6), provided that any such Lien is limited to all or part of the sameproperty or assets (plus improvements, accessions, proceeds or dividends or distributions in respectthereof) that secured (or could secure) the Indebtedness being refinanced.

‘‘Permitted Refinancing Indebtedness’’ means any Indebtedness of the Issuer or any of its RestrictedSubsidiaries issued in exchange for, or the net proceeds of which are used to renew, redeem, refund,refinance, replace, defease or discharge other Indebtedness of the Issuer or any of its RestrictedSubsidiaries (other than intercompany Indebtedness); provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtednessdoes not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed,refunded, redeemed, refinanced, replaced, defeased or discharged (plus all accrued interest on theIndebtedness and the amount of all fees and expenses, including premiums, incurred in connectiontherewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date ofthe Indebtedness being renewed, redeemed, refunded, refinanced, replaced, defeased or discharged,and has a Weighted Average Life to Maturity that is (a) equal to or greater than the WeightedAverage Life to Maturity of, the Indebtedness being renewed, redeemed, refunded, refinanced,replaced, defeased or discharged or (b) more than 90 days after the final maturity date of the Notes;

(3) if the Indebtedness being renewed, redeemed, refunded, refinanced, replaced, defeased or dischargedis subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness issubordinated in right of payment to the Notes on terms at least as favorable to the holders of Notes asthose contained in the documentation governing the Indebtedness being renewed, redeemed,refunded, refinanced, replaced, defeased or discharged; and

(4) such Indebtedness is incurred either by the Issuer (if the Issuer was the obligor on the Indebtednessbeing renewed, redeemed, refunded, refinanced, replaced, defeased or discharged) or by theRestricted Subsidiary that was the obligor on the Indebtedness being renewed, redeemed, refunded,refinanced, replaced, defeased or discharged and is guaranteed only by Persons who were obligors onthe Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

‘‘Person’’ means any individual, corporation, partnership, joint venture, association, joint stock company,trust, unincorporated organization, limited liability company or government or other entity.

‘‘Principal’’ means Jean-Claude Labrune.

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‘‘Public Equity Offering’’ means a bona fide underwritten public offering of the Capital Stock (other thanDisqualified Stock) of the Issuer, either:

(1) listed on a nationally recognized stock exchange or listing authority in a member state of theEuropean Union; or

(2) pursuant to an effective registration statement under the Securities Act (other than a registrationstatement on Form S-8 or otherwise relating to Equity Interests issued or issuable under any employeebenefit plan).

‘‘Qualified Securitization Financing’’ means any financing (including, for the avoidance of doubt, anyCegelease Receivables Transaction) pursuant to which the Issuer or any of its Restricted Subsidiaries maysell, convey or otherwise transfer to any other Person or grant a security interest in, any accounts receivable(and related assets) in any aggregate principal amount equivalent to the Fair Market Value of suchaccounts receivable (and related assets) of the Issuer or any of its Restricted Subsidiaries; provided that(a) the covenants, events of default and other provisions applicable to such financing shall be on marketterms (as determined in good faith by the Issuer’s board of directors or senior management) at the timesuch financing is entered into, (b) the interest rate applicable to such financing shall be a market interestrate (as determined in good faith by the Issuer’s board of directors or senior management) at the time suchfinancing is entered into and (c) such financing shall be non-recourse to the Issuer or any of its RestrictedSubsidiaries except to a limited extent customary for such transactions.

‘‘Related Party’’ means:

(1) the parents or spouse of the Principal, the parents of the Principal’s spouse and any of the Principal’s,his spouse’s or their parents’ direct descendants; or

(2) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries,shareholders, partners, members, owners or Persons beneficially holding 50.1% or more controllinginterest of which consist of any such Persons referred to in the immediately preceding clause orthe Principal.

‘‘Restricted Investment’’ means an Investment other than a Permitted Investment.

‘‘Restricted Subsidiary’’ means any Subsidiary of the Issuer that is not an Unrestricted Subsidiary.

‘‘S&P’’ means Standard & Poor’s Ratings Group.

‘‘Securitization Assets’’ means any accounts receivable (and related contractual rights), inventory, royaltyor revenue streams from sales of inventory or other assets subject to a Qualified Securitization Financing.

‘‘Securitization Fees’’ means distributions or payments made directly or by means of discounts with respectto any participation interest issued or sold in connection with, and other fees paid to a Person that is not aRestricted Subsidiary in connection with, any Qualified Securitization Financing.

‘‘Securitization Repurchase Obligation’’ means any obligation of a seller of Securitization Assets in aQualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of arepresentation, warranty or covenant or otherwise, including as a result of a receivable or portion thereofbecoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of anyaction taken by, any failure to take action by or any other event relating to the seller.

‘‘Securitization Subsidiary’’ means a Subsidiary of the Issuer (or another Person formed for the purposes ofengaging in a Qualified Securitization Financing in which the Issuer or any Subsidiary of the Issuer makesan Investment and to which the Issuer or any Subsidiary of the Issuer transfers Securitization Assets andrelated assets) which engages in no activities other than in connection with the financing of SecuritizationAssets of the Issuer or its Subsidiaries, all proceeds thereof and all rights (contractual and other), collateraland other assets relating thereto, and any business or activities incidental or related to such business, andwhich is designated by the Board of Directors of the Issuer as a Securitization Subsidiary.

‘‘Significant Subsidiary’’ means, at the date of determination, any Restricted Subsidiary that together withits Subsidiaries which are Restricted Subsidiaries (i) for the most recent fiscal year, accounted for morethan 10% of the consolidated revenues of the Issuer or (ii) as of the end of the most recent fiscal quarter,was the owner of more than 10% of the consolidated assets of the Issuer.

‘‘Stated Maturity’’ means, with respect to any installment of interest or principal on any series ofIndebtedness, the date on which the payment of interest or principal was scheduled to be paid in the

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documentation governing such Indebtedness (including pursuant to any mandatory redemption provision),and will not include any contingent obligations to repay, redeem or repurchase any such interest orprincipal prior to the date originally scheduled for the payment thereof.

‘‘Subordinated Indebtedness’’ means, with respect to any person, any Indebtedness (whether outstandingon the Original Issue Date or thereafter incurred) which is contractually subordinated in right of paymentto the Notes.

‘‘Subsidiary’’ means, with respect to any specified Person:

(1) any corporation, association societe d’exercice liberal or other business entity of which more than 50%of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of anycontingency and after giving effect to any voting agreement or stockholders’ agreement that effectivelytransfers voting power) to vote in the election of directors, managers or trustees of the corporation,association or other business entity is at the time owned or controlled, directly or indirectly, by thatPerson or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership or limited liability company of which (a) more than 50% of the capital accounts,distribution rights, total equity and voting interests or general and limited partnership interests, asapplicable, are owned or controlled, directly or indirectly, by such Person or one or more of the otherSubsidiaries of that Person or a combination thereof, whether in the form of membership, general,special or limited partnership interests or otherwise, and (b) such Person or any Subsidiary of suchPerson is a controlling general partner or otherwise controls such entity.

‘‘Tax’’ means any tax, duty, levy, impost, assessment or other governmental charge (including penalties andinterest and any other additions thereto, and, for the avoidance of doubt, including any withholding ordeduction for or on account of Tax).

‘‘Total Assets’’ means the consolidated total assets of the Issuer and its Restricted Subsidiaries, as shownon the most recent balance sheet of the Issuer.

‘‘Unrestricted Subsidiary’’ means any Subsidiary of the Issuer that is designated by the Board of Directorsof the Issuer as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only tothe extent that such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) except as permitted by the covenant described above under the caption ‘‘—Certain Covenants—Transactions with Affiliates,’’ is not party to any agreement, contract, arrangement or understandingwith the Issuer or any Restricted Subsidiary unless the terms of any such agreement, contract,arrangement or understanding are no less favorable to the Issuer or such Restricted Subsidiary thanthose that might be obtained at the time from Persons who are not Affiliates of the Issuer;

(3) is a Person with respect to which neither the Issuer nor any Restricted Subsidiary has any direct orindirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve suchPerson’s financial condition or to cause such Person to achieve any specified levels of operatingresults; and

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness ofthe Issuer or any of its Restricted Subsidiaries.

‘‘Voting Stock’’ of any specified Person as of any date means the Capital Stock of such Person that is at thetime entitled to vote in the election of the Board of Directors of such Person.

‘‘Weighted Average Life to Maturity’’ means, when applied to any Indebtedness at any date, the number ofyears obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment,sinking fund, serial maturity or other required payments of principal, including payment at finalmaturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearestone-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

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BOOK-ENTRY, DELIVERY AND FORM

General

Additional Notes sold to qualified institutional buyers in reliance on Rule 144A will initially berepresented by one or more global notes in registered form without interest coupons attached(the ‘‘Rule 144A Global Notes’’). Additional Notes sold outside the United States in reliance onRegulation S will initially be represented by one or more global notes in registered form without interestcoupons attached (the ‘‘Regulation S Global Notes’’ and, together with the Rule 144A Global Notes, the‘‘Global Notes’’). The Global Notes will be deposited, on the closing date, with, or on behalf of, a commondepositary and registered in the name of the nominee of the common depositary for the accounts ofEuroclear and Clearstream, Luxembourg.

Ownership of interests in the Rule 144A Global Notes (the ‘‘Rule 144A Book-Entry Interests’’) andownership of interests in the Regulation S Global Notes (the ‘‘Regulation S Book-Entry Interests’’ and,together with the Rule 144A Book-Entry Interests, the ‘‘Book-Entry Interests’’) will be limited to personsthat have accounts with Euroclear and/or Clearstream, Luxembourg or persons that hold interests throughsuch participants. Euroclear and Clearstream, Luxembourg will hold interests in the Global Notes onbehalf of their participants through customers’ securities accounts in their respective names on the booksof their respective depositories. Except under the limited circumstances described below, Book-EntryInterests will not be issued in definitive form.

Book-Entry Interests will be shown on, and transfers thereof will be effected only through, recordsmaintained by Euroclear and Clearstream, Luxembourg and their participants. The Book-Entry Interestsin Global Notes will be issued only in denominations of A100,000 and in integral multiples of A1,000 inexcess thereof. The laws of some jurisdictions, including certain states of the United States, may requirethat certain purchasers of securities take physical delivery of those securities in definitive form. Theforegoing limitations may impair your ability to own, transfer or pledge Book-Entry Interests. In addition,while the Additional Notes are in global form, holders of Book-Entry Interests will not be considered theowners or ‘‘holders’’ of Additional Notes for any purpose.

So long as the Additional Notes are held in global form, Euroclear and/or Clearstream, Luxembourg(or their respective nominees), as applicable, will be considered the sole holders of the Global Notes for allpurposes under the Indenture. In addition, participants must rely on the procedures of Euroclear andClearstream, Luxembourg, and indirect participants must rely on the procedures of Euroclear andClearstream, Luxembourg and the participants through which they own Book-Entry Interests, to transfertheir interests or to exercise any rights as holders of Additional Notes under the Indenture.

None of us, the Paying Agent, the Transfer Agent, the Registrar or the Trustee will have anyresponsibility, or be liable, for any aspect of the records relating to the Book-Entry Interests.

For the purpose of Luxembourg law, ownership of the Additional Notes will be evidenced throughregistration from time to time at the registered office of the Issuer, and such registration is a means ofevidencing title to the Additional Notes.

Definitive Registered Notes

Under the terms of the Indenture, owners of the Book-Entry Interests will receive definitiveregistered Notes in certificated form (‘‘Definitive Registered Notes’’) only in the following circumstances:

(1) if either Euroclear or Clearstream, Luxembourg notifies us that it is unwilling or unable tocontinue to act as depositary and a successor depositary is not appointed by the Issuer within120 days;

(2) if we notify the Trustee in writing that the Global Note shall be so exchangeable; or

(3) if the owner of a Book-Entry Interest requests such exchange in writing delivered throughEuroclear or Clearstream, Luxembourg following an event of default under the Indenture andenforcement action is being taken in respect thereof under the Indenture.

In such an event, the Registrar or the Trustee will issue Definitive Registered Notes, registered in thename or names and issued in any approved denominations, requested by or on behalf of Euroclear,Clearstream, Luxembourg or us, as applicable (in accordance with their respective customary proceduresand based upon directions received from participants reflecting the beneficial ownership of Book-Entry

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Interests), and such Definitive Registered Notes will bear the restrictive legend as provided in theIndenture, unless that legend is not required by the Indenture or applicable law.

In the case of the issuance of Definitive Registered Notes, payment of principal of, and premium, ifany, and interest on the notes shall be payable at the place of payment designated by us pursuant to theIndenture; provided that, at our option, payment of interest on a Note may be made by check mailed to theperson entitled thereto at such address as shall appear on the Note register.

If Definitive Registered Notes are issued and a holder thereof claims that such Definitive RegisteredNote has been lost, destroyed or wrongfully taken, or if such Definitive Registered Note is mutilated and issurrendered to the Registrar or at the office of the Transfer Agent, we will issue and the Trustee willauthenticate a replacement Definitive Registered Note if the Trustee’s and our requirements are met. Weor the Trustee may require a holder requesting replacement of a Definitive Registered Note to furnish anindemnity bond sufficient in the judgment of both to protect ourselves, the Trustee, the Registrar or thePaying Agent appointed pursuant to the Indenture from any loss which any of them may suffer if aDefinitive Registered Note is replaced. We may charge for any expenses incurred in replacing a DefinitiveRegistered Note.

In case any such mutilated, destroyed, lost or stolen Definitive Registered Note has become or isabout to become due and payable, or is about to be redeemed or purchased by us pursuant to theprovisions of the Indenture, we, in our discretion, may, instead of issuing a new Definitive Registered Note,pay, redeem or purchase such Definitive Registered Note, as the case may be.

So long as the notes are listed on the Luxembourg Stock Exchange and the rules of such exchange sorequire, we will publish a notice of any issuance of Definitive Registered Notes in a daily leadingnewspaper having general circulation in Luxembourg (which we expect to be the Luxemburger Wort) or onthe website of the Luxembourg Stock Exchange (www.bourse.lu).

To the extent permitted by law, we, the Trustee, the Paying Agent, the Transfer Agent and theRegistrar shall be entitled to treat the registered holder of any Global Note as the absolute owner thereofand no person will be liable for treating the registered holder as such. Ownership of the Global Notes willbe evidenced through registration from time to time at the registered office of the Issuer, and suchregistration is a means of evidencing title to the Additional Notes.

We will not impose any fees or other charges in respect of the Additional Notes; however, owners ofthe Book-Entry Interests may incur fees normally payable in respect of the maintenance and operation ofaccounts in Euroclear and Clearstream, Luxembourg.

Neither the Trustee nor any of its agents will have any responsibility or be liable for any aspect of therecords relating to the Book-Entry Interests.

Redemption of the Global Notes

In the event that any Global Note (or any portion thereof) is redeemed, Euroclear and/orClearstream, Luxembourg, or their respective nominees, as applicable, will redeem an equal amount of theBook-Entry Interests in such Global Note from the amount received by them in respect of the redemptionof such Global Note. The redemption price payable in connection with the redemption of such Book-EntryInterests will be equal to the amount received by Euroclear and Clearstream, Luxembourg, as applicable,in connection with the redemption of such Global Note (or any portion thereof). The Issuer understandsthat, under the existing practices of Euroclear and Clearstream, if fewer than all of the Notes are to beredeemed at any time, Euroclear and Clearstream will credit their respective participants’ accounts on aproportionate basis (with adjustments to prevent fractions) or on such other basis as they deem fair andappropriate unless otherwise required by law or applicable stock exchange or depositary requirements. Weunderstand that, under the existing practices of Euroclear and Clearstream, Luxembourg, if fewer than allof the Notes are to be redeemed at any time, Euroclear and Clearstream, Luxembourg will credit theirparticipants’ accounts on a proportionate basis (with adjustments to prevent fractions), by lot or on suchother basis as they deem fair and appropriate (including the pool factor); provided, however, that noBook-Entry Interest of less than A100,000 principal amount may be redeemed in part.

Payments on Global Notes

We will make payments of any amounts owing in respect of the Global Notes (including principal,premium, if any, interest and additional amounts, if any) to the common depositary or its nominee for

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Euroclear and Clearstream, Luxembourg. The common depositary will distribute such payments toparticipants in accordance with their customary procedures. We will make payments of all such amountswithout deduction or withholding for, or on account of, any present or future taxes, duties, assessments orgovernmental charges of whatever nature, except as may be required by law and as described under‘‘Description of the Notes—Additional Amounts.’’ If any such deduction or withholding is required to bemade, then, to the extent described under ‘‘Description of the Notes—Additional Amounts,’’ we will payadditional amounts as may be necessary in order for the net amounts received by any holder of the GlobalNotes or owner of Book-Entry Interests after such deduction or withholding will equal the net amountsthat such holder or owner would have otherwise received in respect of such Global Note or Book-EntryInterest, as the case may be, absent such withholding or deduction. We expect that standing customerinstructions and customary practices will govern payments by participants to owners of Book-EntryInterests held through such participants.

Under the terms of the Indenture, we, the Trustee, the Registrar and the Paying Agent will treat theregistered holders of the Global Notes (e.g., Euroclear or Clearstream, Luxembourg (or their respectivenominees)) as the owners thereof for the purpose of receiving payments and for all other purposes.Consequently, none of us, the Trustee, the Paying Agent, the Transfer Agent, the Registrar or any of theirrespective agents has or will have any responsibility or liability for:

• any aspect of the records of Euroclear, Clearstream, Luxembourg or any participant or indirectparticipant relating to, or payments made on account of, a Book-Entry Interest, for any suchpayments made by Euroclear or Clearstream, Luxembourg or any participant or indirect participantor for maintaining, supervising or reviewing the records of Euroclear or Clearstream, Luxembourgor any participant or indirect participant relating to, or payments made on account of, a Book-EntryInterest;

• any other matters relating to the actions and practices of Euroclear, Clearstream, Luxembourg orany participant or indirect participant; or

• the records of the common depositary.

Payments by participants to owners of Book-Entry Interests held through participants are theresponsibility of such participants, as is now the case with securities held for the accounts of customersregistered in ‘‘street name.’’

Currency of Payment for the Global Notes

The principal of, premium, if any, and interest on, and all other amounts payable in respect of, theGlobal Notes will be paid to holders of interests to such Notes through Euroclear or Clearstream,Luxembourg in euro.

Action by Owners of Book-Entry Interests

Euroclear and Clearstream, Luxembourg have advised us that they will take any action permitted tobe taken by a holder of Notes (including the presentation of Additional Notes for exchange as describedabove) only at the direction of one or more participants to whose account the Book-Entry Interests in theGlobal Notes are credited and only in respect of such portion of the aggregate principal amount of Notesas to which such participant or participants has or have given such direction. Euroclear and Clearstream,Luxembourg will not exercise any discretion in the granting of consents, waivers or the taking of any otheraction in respect of the Global Notes. However, if there is an event of default under the Notes, Euroclearand Clearstream, Luxembourg, at the request of the holders of the Notes, reserve the right to exchange theGlobal Notes for Definitive Registered Notes and to distribute such Definitive Registered Notes to theirparticipants.

Transfers

Transfers between participants in Euroclear or Clearstream, Luxembourg will be effected inaccordance with Euroclear and Clearstream, Luxembourg’s rules and will be settled in immediatelyavailable funds. If a holder of Notes requires physical delivery of Definitive Registered Notes for anyreason, including to sell Notes to persons in states which require physical delivery of such securities or topledge such securities, such holder of Notes must transfer its interests in the Global Notes in accordancewith the normal procedures of Euroclear and Clearstream, Luxembourg and in accordance with theprocedures set forth in the Indenture.

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The Global Notes will bear a legend to the effect set forth under ‘‘Transfer Restrictions.’’ Book-EntryInterests in the Global Notes will be subject to the restrictions on transfers and certification requirementsdiscussed under ‘‘Transfer Restrictions.’’

Transfers of Rule 144A Book-Entry Interests to persons wishing to take delivery of Rule 144ABook-Entry Interests will at all times be subject to such transfer restrictions.

Rule 144A Book-Entry Interests may be transferred to a person who takes delivery in the form of aRegulation S Book-Entry Interest only upon delivery by the transferor of a written certification (in theform provided in the Indenture) to the effect that such transfer is being made in accordance withRegulation S or Rule 144 under the U.S. Securities Act or any other exemption (if available under theU.S. Securities Act).

Regulation S Book-Entry Interests may be transferred to a person who takes delivery in the form of aRule 144A Book-Entry Interest only upon delivery by the transferor of a written certification (in the formprovided in the Indenture) to the effect that such transfer is being made to a person who the transferorreasonably believes is a ‘‘qualified institutional buyer’’ within the meaning of Rule 144A in a transactionmeeting the requirements of Rule 144A or otherwise in accordance with the transfer restrictions describedunder ‘‘Transfer Restrictions’’ and in accordance with any applicable securities laws of any other jurisdiction.

In connection with transfers involving an exchange of a Regulation S Book-Entry Interest for aRule 144A Book-Entry Interest, appropriate adjustments will be made to reflect a decrease in the principalamount of the Regulation S Global Notes and a corresponding increase in the principal amount of theRule 144A Global Notes.

Definitive Registered Notes may be transferred and exchanged for Book-Entry Interests in a GlobalNote only as described under ‘‘Description of the Notes—Transfer and Exchange’’ and, if required, only if thetransferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to theeffect that such transfer will comply with the appropriate transfer restrictions applicable to such Notes. See‘‘Transfer Restrictions.’’

Any Book-Entry Interest in one of the Global Notes that is transferred to a person who takes deliveryin the form of a Book-Entry Interest in any other Global Note will, upon transfer, cease to be aBook-Entry Interest in the first-mentioned Global Note and become a Book-Entry Interest in such otherGlobal Note, and accordingly will thereafter be subject to all transfer restrictions, if any, and otherprocedures applicable to Book-Entry Interests in such other Global Note for as long as it remains such aBook-Entry Interest.

In the case of the issuance of Definitive Registered Notes, the holder of a Definitive Registered Notemay transfer such Note by surrendering it to the Registrar or the Transfer Agent. In the event of a partialtransfer or a partial redemption of a holding of Definitive Registered Notes represented by one DefinitiveRegistered Note, a Definitive Registered Note will be issued to the transferee in respect of the parttransferred and a new Definitive Registered Note in respect of the balance of the holding not transferredor redeemed will be issued to the transferor or the holder, as applicable; provided that no DefinitiveRegistered Note in a denomination less than A100,000 will be issued.

Information Concerning Euroclear and Clearstream, Luxembourg

All Book-Entry Interests will be subject to the operations and procedures of Euroclear andClearstream, Luxembourg, as applicable. We have provided the following summaries of those operationsand procedures solely for the convenience of investors. The operations and procedures of the settlementsystem are controlled by the settlement system and may be changed at any time. Neither we nor the initialpurchaser are responsible for those operations or procedures.

We understand as follows with respect to Euroclear and Clearstream, Luxembourg: Euroclear andClearstream, Luxembourg hold securities for participating organizations. They facilitate the clearance andsettlement of securities transactions between their participants through electronic book-entry changes inaccounts of such participants. Euroclear and Clearstream, Luxembourg provide various services to theirparticipants, including the safekeeping, administration, clearance, settlement, lending and borrowing ofinternationally traded securities. Euroclear and Clearstream, Luxembourg interface with domesticsecurities markets. Euroclear and Clearstream, Luxembourg participants are financial institutions such asunderwriters, securities brokers and dealers, banks, trust companies and certain other organizations.Indirect access to Euroclear and Clearstream, Luxembourg is also available to others such as banks,

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brokers, dealers and trust companies that clear through or maintain a custodial relationship with aEuroclear and Clearstream, Luxembourg participant, either directly or indirectly.

Because Euroclear and Clearstream, Luxembourg can only act on behalf of participants, who in turnact on behalf of indirect participants and certain banks, the ability of an owner of a beneficial interest topledge such interest to persons or entities that do not participate in the Euroclear and/or Clearstream,Luxembourg system, or otherwise take actions in respect of such interest, may be limited by the lack of adefinitive certificate for that interest. The laws of some jurisdictions require that certain persons takephysical delivery of securities in definitive form. Consequently, the ability to transfer beneficial interests tosuch persons may be limited. In addition, owners of beneficial interests through the Euroclear orClearstream, Luxembourg systems will receive distributions attributable to the 144A Global Notes onlythrough Euroclear or Clearstream, Luxembourg participants.

Global Clearance and Settlement under the Book-Entry System

The Additional Notes represented by the Global Notes are expected to be listed on the official list ofthe Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market. Transfers of interestsin the Global Notes between participants in Euroclear or Clearstream, Luxembourg will be effected in theordinary way in accordance with their respective system’s rules and operating procedures.

Although Euroclear and Clearstream, Luxembourg currently follow the foregoing procedures in orderto facilitate transfers of interests in the Global Notes among participants in Euroclear or Clearstream,Luxembourg, they are under no obligation to perform or continue to perform such procedures, and suchprocedures may be discontinued or modified at any time. None of the Issuer, the initial purchaser, theTrustee, the Transfer Agent, the Registrar or the Paying Agent will have any responsibility for theperformance by Euroclear, Clearstream, Luxembourg or their participants or indirect participants of theirrespective obligations under the rules and procedures governing their operations.

The information in this section concerning Euroclear and Clearstream, Luxembourg and theirrespective book-entry systems has been obtained from sources that we believe to be reliable, but we takeno responsibility for the accuracy thereof.

Initial Settlement

Initial settlement for the Additional Notes will be made in euros. Book-Entry Interests owned throughEuroclear or Clearstream, Luxembourg accounts will follow the settlement procedures applicable toconventional bonds in registered form. Book-Entry Interests will be credited to the securities custodyaccounts of Euroclear and Clearstream, Luxembourg holders on the business day following the settlementdate against payment for value of the settlement date.

Secondary Market Trading

The Book-Entry Interests will trade through participants of Euroclear and Clearstream, Luxembourgand will settle in same-day funds. Since the purchase determines the place of delivery, it is important toestablish at the time of trading of any Book-Entry Interests where both the purchaser’s and the seller’saccounts are located to ensure that settlement can be made on the desired value date.

Trustee’s Reliance

In considering the interests of the holders of Notes, while title to the Notes is registered in the nameof a nominee of a clearing system, the Trustee may have regard to, and rely on, any information providedto it by that clearing system as to the identity (either individually or by category) of its account-holders withentitlements to Notes and may consider such interests as if such account-holders were the holders ofthe Notes.

Enforcement

For the purposes of enforcement of the provisions of the Indenture against the Trustee, the personsnamed in a certificate of the holder of the Notes in respect of which a Global Note is issued shall berecognized as the beneficiaries of the trusts set out in the Indenture to the extent of the principal amountsof their interests in the Notes set out in the certificate of the holder, as if they were themselves the holdersof Notes in such principal amounts.

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TRANSFER RESTRICTIONS

You are advised to consult legal counsel prior to making any offer, resale, pledge or other transfer of any ofthe Additional Notes offered hereby.

The Additional Notes have not been and will not be registered under the U.S. Securities Act or anystate securities laws and, unless so registered, may not be offered or sold except pursuant to an exemptionfrom, or in a transaction not subject to, the registration requirements of the U.S. Securities Act andapplicable state securities laws. Accordingly, the Additional Notes offered hereby are being offered andsold only to qualified institutional buyers (as defined in Rule 144A) in reliance on Rule 144A and outsidethe United States in offshore transactions in reliance on Regulation S.

We have not registered and will not register the Additional Notes under the U.S. Securities Act and,therefore, the Additional Notes may not be offered or sold within the United States except pursuant to anexemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.Accordingly, we are offering and selling the Additional Notes to the initial purchaser for re-offer andresale only:

• in the United States to ‘‘qualified institutional buyers,’’ commonly referred to as ‘‘QIBs,’’ as definedin Rule 144A in compliance with Rule 144A; and

• outside the United States in offshore transactions in accordance with Regulation S.

We use the terms ‘‘offshore transaction’’ and ‘‘United States’’ with the meanings given to them inRegulation S.

Each purchaser of Additional Notes, by its acceptance thereof, will be deemed to have acknowledged,represented to and agreed with the Issuer and the initial purchaser as follows:

(1) It understands and acknowledges that the Notes have not been registered under theU.S. Securities Act or any other applicable state securities laws, and that the Additional Notes arebeing offered for resale in transactions not requiring registration under the U.S. Securities Act orany state securities law, including sales pursuant to Rule 144A, and, unless so registered, may notbe offered, sold or otherwise transferred except in compliance with the registration requirementsof the U.S. Securities Act or any other applicable state securities laws, pursuant to an exemptiontherefrom or in any transaction not subject thereto and in each case in compliance with theconditions for transfer set forth in paragraphs (4) and (5) below.

(2) It is not an ‘‘affiliate’’ (as defined in Rule 144) of the Issuer or acting on behalf of the Issuer andit is either:

(i) a QIB and is aware that any sale of Additional Notes to it will be made in reliance onRule 144A, and the acquisition of Additional Notes will be for its own account or for theaccount of another QIB; or

(ii) it is purchasing the Additional Notes in an offshore transaction in accordance withRegulation S.

(3) It acknowledges that none of the Issuer, the Trustee, the Paying Agent, the Transfer Agent, theRegistrar or the initial purchaser, or any person representing any of them, have made anyrepresentation to it with respect to the offering or sale of any Additional Notes, other than theinformation contained in this offering memorandum, which offering memorandum has beendelivered to it and upon which it is relying in making its investment decision with respect to theAdditional Notes. It has had access to such financial and other information concerning us, theIssuer and its subsidiaries and the Additional Notes as it has deemed necessary in connectionwith its decision to purchase any of the Additional Notes, including an opportunity to askquestions of, and request information from, the Issuer and the initial purchaser.

(4) It is purchasing the Additional Notes for its own account, or for one or more investor accountsfor which it is acting as a fiduciary or agent, in each case for investment, and not with a view to, orfor offer or sale in connection with, any distribution thereof in violation of the U.S. Securities Actor any state securities laws, subject to any requirement of law that the disposition of its propertyor the property of such investor account or accounts be at all times within its or their control andsubject to its or their ability to resell such Additional Notes pursuant to Rule 144A, Regulation Sor any other exemption from registration available under the U.S. Securities Act.

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(5) Each holder of Additional Notes agrees on its own behalf and on behalf of any investor accountfor which it is purchasing the Additional Notes, and each subsequent holder of the AdditionalNotes by its acceptance thereof will be deemed to agree, to offer, sell or otherwise transfer suchAdditional Notes prior to the date (the ‘‘Resale Restriction Termination Date’’) that is one year,in the case of Additional Notes issued in reliance on Rule 144A, after the later of the date of theIssue Date and the last date on which the Issuer or any of its affiliates was the owner of suchAdditional Notes (or any predecessor thereto) (A) only (i) to the Issuer or any subsidiary thereof,(ii) pursuant to a registration statement that has been declared effective under the U.S. SecuritiesAct, (iii) for so long as the Additional Notes are eligible for resale pursuant to Rule 144A, to aperson it reasonably believes is a QIB that purchases for its own account or for the account of aQIB to whom notice is given that the transfer is being made in reliance on Rule 144A,(iv) pursuant to offers and sales that occur outside the United States in compliance withRegulation S, or (v) pursuant to any other available exemption from the registrationrequirements of the U.S. Securities Act, subject in each of the foregoing cases to any requirementof law that the disposition of its property or the property of such investor account or accounts beat all times within its or their control and in compliance with any applicable state securities laws,and any applicable local laws and regulations, and (B) the purchaser will, and each subsequentholder is required to, notify any subsequent purchaser of the Additional Notes from it of theresale restrictions referred to in (A) above. Investors should be aware that they may be requiredto bear the financial risks of this investment for an indefinite period of time. The foregoingrestrictions on resale will not apply subsequent to the Resale Restriction Termination Date.

Each purchaser acknowledges that each Note will contain a legend substantially to the followingeffect:

THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THEU.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘U.S. SECURITIES ACT’’) ORTHE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHERTHIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BEOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OROTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION ORUNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THEREGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF(1) REPRESENTS THAT (A) IT IS A ‘‘QUALIFIED INSTITUTIONAL BUYER’’(AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT (‘‘RULE 144A’’))OR (B) IT IS ACQUIRING THIS SECURITY IN AN ‘‘OFFSHORE TRANSACTION’’PURSUANT TO RULE 904 OF REGULATION S UNDER THE U.S. SECURITIESACT, (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTORFOR WHICH IT HAS PURCHASED SECURITIES TO OFFER, SELL OROTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE ‘‘RESALERESTRICTION TERMINATION DATE’’) THAT IS IN THE CASE OF RULE 144ANOTES: ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATEHEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OFTHE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOROF THIS SECURITY) ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF,(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLAREDEFFECTIVE UNDER THE U.S. SECURITIES ACT, (C) FOR SO LONG AS THESECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO APERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYERTHAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AQUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THETRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TOOFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES INCOMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT OR(E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THEREGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, SUBJECT INEACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THEDISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR

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ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROLAND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, ANDANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECTTO THE ISSUER’S AND THE TRUSTEE’S RIGHTS PRIOR TO ANY SUCH OFFER,SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THEDELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHERINFORMATION SATISFACTORY TO EACH OF THEM, (II) IN EACH OF THEFOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER INTHE FORM APPEARING ON THE REVERSE OF THIS SECURITY IS COMPLETEDAND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND (III) AGREESTHAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY ISTRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

If it purchases Additional Notes, it will also be deemed to acknowledge that the foregoingrestrictions apply to holders of beneficial interests in these Additional Notes as well as to holdersof these Additional Notes.

(6) It agrees that it will give to each person to whom it transfers the Additional Notes notice of anyrestrictions on transfer of such Additional Notes.

(7) It acknowledges that the Registrar will not be required to accept for registration or transfer anyAdditional Notes acquired by it except upon presentation of evidence satisfactory to the Issuerand the Registrar that the restrictions set forth therein have been complied with.

(8) It acknowledges that the Issuer, the initial purchaser, the Trustee, the Transfer Agent, theRegistrar and others will rely upon the truth and accuracy of the foregoing acknowledgements,representations, warranties and agreements and agrees that if any of the acknowledgements,representations, warranties and agreements deemed to have been made by its purchase of theAdditional Notes is no longer accurate, it shall promptly notify the initial purchaser If it isacquiring any Additional Notes as a fiduciary or agent for one or more investor accounts, itrepresents that it has sole investment discretion with respect to each such investor account andthat it has full power to make the foregoing acknowledgements, representations and agreementson behalf of each such investor account.

(9) It understands that no action has been taken in any jurisdiction (including the United States) bythe Issuer or the initial purchaser that would result in a public offering of the Additional Notes orthe possession, circulation or distribution of this offering memorandum or any other materialrelating to us or the Additional Notes in any jurisdiction where action for such purpose isrequired. Consequently, any transfer of the Additional Notes will be subject to the sellingrestrictions set forth under ‘‘Plan of Distribution.’’

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CERTAIN TAX CONSIDERATIONS

Material French Tax Considerations

The following is a summary of certain of the material French tax considerations relating to thepurchase, ownership and disposition of the Additional Notes by a beneficial owner of the Additional Notesthat is not a French resident for French tax purposes, that is not a shareholder of the Issuer, that does nothold the Additional Notes in connection with a permanent establishment or a fixed base in France and thatis not a related party of the Issuer within the meaning of Article 39 12 of the French Code general desimpots (French tax code) (such holder, a ‘‘Non-French Holder’’). This summary is based on the tax lawsand regulations of France, as currently in effect and applied by the French tax authorities, and all of whichare subject to change or to different interpretation. This summary is for general information only and doesnot address all of the French tax considerations that may be relevant to specific holders in light of theirparticular circumstances. Furthermore, this summary does not address any French estate or gift taxconsiderations.

PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS ASTO FRENCH TAX CONSIDERATIONS RELATING TO THE PURCHASE, OWNERSHIP ANDDISPOSITION OF THE NOTES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

Payments of interest and other similar revenues made by the Issuer with respect to the AdditionalNotes will not be subject to the withholding tax set out under Article 125 A-III of the French Code generaldes impots unless such payments are made outside France in a non-cooperative State or territory (Etat outerritoire non cooperatif) within the meaning of Article 238-0 A of the French Code general des impots(a ‘‘Non-Cooperative State’’), irrespective of the holder’s residence for tax purposes or registeredheadquarters. If such payments under the Additional Notes are paid to an account opened in a financialinstitution located in a Non-Cooperative State, a 75% mandatory withholding tax will be due by virtue ofArticle 125 A-III of the French Code general des impots (subject to certain exceptions and to the morefavorable provisions of an applicable double tax treaty). The list of Non-Cooperative States is published bya ministerial executive order, which is updated on a yearly basis.

Furthermore, according to Article 238 A of the French Code general des impots, interest and otherrevenues on the Additional Notes may not be deductible from the Issuer’s taxable income if they are paidor accrued to persons domiciled or established in a Non-Cooperative State or paid to an account opened ina financial institution located in such a Non-Cooperative State. Under certain conditions, any suchnon-deductible interest and other revenues may be recharacterized as constructive dividends pursuant toArticle 109 et seq. of the French Code general des impots, in which case such non-deductible interest andother revenues may be subject to the withholding tax set out under Article 119 bis 2 of the Code general desimpots, at a rate of 30% or 75%, subject to the more favorable provisions of an applicable tax treaty.

Notwithstanding the foregoing, neither the 75% withholding tax set out under Article 125 A-III of theFrench Code general des impots nor, to the extent the relevant interest or other similar revenues relate togenuine transactions and are not in an abnormal or exaggerated amount, the non-deductibility set outunder Article 238 A of the French Code general des impots and related 30% or 75% withholding tax set outunder Article 119 bis 2 of the same Code will apply in respect of a particular issue of debt instruments ifthe issuer can prove that the main purpose and effect of such issue were not to enable payments of interestor other similar revenues to be made in a Non-Cooperative State (the ‘‘Exception’’). Pursuant to theFrench administrative guidelines (Bulletin Officiel des Finances Publiques—Impots) referenced asBOI-INT-DG-20-50-20140211, an issue of debt instruments will be deemed not to have such a purpose andeffect, and accordingly will be able to benefit from the Exception, if such debt instruments are:

(i) offered by means of a public offer within the meaning of Article L.411-1 of the French Codemonetaire et financier (French financial code) or pursuant to an equivalent offer in a State whichis not a Non-Cooperative State. For this purpose, an ‘‘equivalent offer’’ means any offer requiringthe registration or submission of an offer document by or with a foreign securities marketauthority; or

(ii) admitted to trading on a regulated market or a multilateral securities trading system providedthat such market or system is not located in a Non-Cooperative State, and the operation of suchmarket is carried out by a market operator or an investment services provider, or by such othersimilar foreign entity, provided further that such market operator, investment services provider orentity is not located in a Non-Cooperative State; or

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(iii) admitted, at the time of their issue, to the operations of a central depositary or of a securitiesclearing and delivery and payments systems operator within the meaning of Article L.561-2 of theFrench Code monetaire et financier, or of one or more similar foreign depositaries or operators,provided that such depositary or operator is not located in a Non-Cooperative State.

The Additional Notes, which will be admitted to the clearing operations of Clearstream, Luxembourgand Euroclear, will fall under the Exception. Accordingly, payments of interest and similar revenues withrespect to the Additional Notes will be exempt from the withholding tax set out under Article 125 A-III ofthe French Code general des impots. In addition, they will be subject neither to the non-deductibility set outunder Article 238 A of the French Code general des impots nor to the withholding tax set out underArticle 119 bis 2 of the same Code solely on account of their being paid to a bank account opened in afinancial institution located in a Non-Cooperative State or accrued or paid to persons established ordomiciled in a Non-Cooperative State.

A Non-French Holder will not be subject to deduction or withholding of tax imposed by France inrespect of gains realized on the sale, exchange or other disposition of the Additional Notes. In addition,transfers of the Additional Notes will not be subject to any stamp duty or other similar taxes imposed inFrance, except in case of voluntary registration.

EU Savings Directive

The EU Council Directive 2003/48/EC of June 3, 2003 on the taxation of savings income in the formof interest payments (the ‘‘EU Savings Directive’’) requires that, as from July 1, 2005, each Member Stateprovides the tax authorities of another Member state with details of payments of interest and other similarincome within the meaning of the EU Savings Directive which were made by a paying agent within itsjurisdiction to (or under certain circumstances, to the benefit of) an individual resident, or certain types ofentities established, in that other Member State (the ‘‘Disclosure of Information Method’’).

However, throughout a transitional period, certain Member States (Luxembourg and Austria), insteadof using the Disclosure of Information Method used by other Member States, withhold an amount oninterest payments unless the relevant beneficial owner of such payment elects for the Disclosure ofInformation Method or the tax certificate procedure. The rate of such withholding is currently 35%.

Such transitional period will end at the end of the first full financial year following the later of (i) thedate of entry into force of an agreement between the European Union, following a unanimous decision ofthe European Council, and the last of Switzerland, Liechtenstein, San Marino, Monaco and Andorra,providing for the exchange of information upon request as defined in the OECD Model Agreement onExchange of Information on Tax Matters released on April 18, 2002 (the ‘‘OECD Model Agreement’’) withrespect to interest payments within the meaning of the EU Savings Directive, in addition to thesimultaneous application by those same countries of a withholding tax on such payments at the rateapplicable for the corresponding periods mentioned above and (ii) the date on which the EuropeanCouncil unanimously agrees that the United States of America is committed to exchange of informationupon request as defined in the OECD Model Agreement with respect to interest payments within themeaning of the EU Savings Directive.

On April 10, 2013 Luxembourg officially announced its intention to no longer apply the withholdingsystem as from January 1, 2015 and to provide details of payment of interest (or similar income) as fromthis date.

A number of non-EU countries, and certain dependent or associated territories of certain MemberStates, have agreed to adopt similar measures (either provision of information or transitional withholding)in relation to payments made by a person within its jurisdiction to, or collected by such person for, anindividual resident in a Member State. In addition, the Member States have entered into reciprocalprovision of information arrangements or transitional withholding arrangements with certain of thosedependent or associated territories in relation to payments made by a person in a Member State to, orcollected by such person for, an individual resident in one of those territories.

The EU Savings Directive was implemented into French law under Articles 199 ter and 242 ter of theFrench Code general des impots and Articles 49 I ter to 49 sexies of the schedule II to the French Codegeneral des impots, which imposes on paying agents based in France an obligation to report to the Frenchtax authorities certain information with respect to interest payments made to beneficial owners domiciledin another Member State, including, among other things, the identity and address of the beneficial ownerand a detailed list of the different categories of interest paid to that beneficial owner.

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On March 24, 2014 the Council of the European Union adopted a Directive amending the EU SavingsDirective, which when implemented, will amend and broaden the scope of the requirements describedabove. In particular, the amending Directive aims at extending the scope of the EU savings Directive tonew types of savings income and products that generate interests or equivalent income. In addition, taxauthorities will be required in certain circumstances to take steps to identify the beneficial owner ofinterest payments (through a look-through approach). The EU Member States will have until January 1,2016 to adopt the national legislation necessary to comply with this amending Directive.

Certain U.S. Federal Income Tax Considerations

TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, HOLDERSARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. FEDERAL TAX ISSUES IN THISOFFERING MEMORANDUM IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, ANDCANNOT BE RELIED UPON, BY HOLDERS FOR THE PURPOSE OF AVOIDING PENALTIESTHAT MAY BE IMPOSED ON HOLDERS UNDER THE INTERNAL REVENUE CODE; (B) SUCHDISCUSSION IS INCLUDED HEREIN BY THE ISSUER IN CONNECTION WITH THEPROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) BY THE ISSUEROF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) HOLDERS SHOULDSEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENTTAX ADVISOR.

* * * * *

The following is a summary of certain of the material U.S. federal income tax consequences of theacquisition, ownership and disposition of Additional Notes by a U.S. Holder (as defined below). Thissummary is based on provisions of the Internal Revenue Code of 1986, as amended (the ‘‘Code’’), Treasuryregulations and rulings and decisions currently in effect, all of which are subject to change (possibly withretroactive effect). This summary assumes that investors purchase the Additional Notes at the offeringprice indicated on the cover page of this offering memorandum and that they hold the Additional Notes ascapital assets within the meaning of Section 1221 of the Code. The discussion does not cover all aspects ofU.S. federal income taxation that may be relevant to, or the actual tax effect that any of the mattersdescribed herein will have on, the acquisition, ownership or disposition of Additional Notes by particularinvestors, and does not address state, local, foreign or other tax laws other than the U.S. federal income taxlaws. This summary also does not address all of the tax considerations that may be relevant to certain typesof investors subject to special treatment under the U.S. federal income tax laws (such as financialinstitutions, insurance companies, regulated investment companies, investors liable for the alternativeminimum tax, individual retirement accounts and other tax deferred accounts, tax exempt organizations,U.S. expatriates, dealers in securities or currencies, traders in securities who elect to apply amark-to-market method of accounting, partnerships or other pass-through entities, investors that will holdthe Additional Notes as part of straddles, hedging transactions or conversion transactions for U.S. federalincome tax purposes and investors whose functional currency is not the U.S. dollar).

As used herein, the term ‘‘U.S. Holder’’ means a beneficial owner of Additional Notes that is, forU.S. federal income tax purposes, (i) an individual citizen or resident of the United States, (ii) acorporation (or other entity treated as a corporation for U.S. federal income tax purposes) created ororganized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) anestate the income of which is subject to U.S. federal income tax without regard to its source or (iv) a trust,if a court within the United States is able to exercise primary supervision over the administration of thetrust and one or more U.S. persons control all the substantial decisions of the trust, or if the trust has madea valid election to be treated as a U.S. person.

The U.S. federal income tax treatment of a partner in a partnership (including for this purpose anyentity treated as a partnership for U.S. federal income tax purposes) that holds Additional Notes willdepend on the status of the partner and the activities of the partnership. Prospective purchasers that arepartnerships should consult their tax advisors concerning the U.S. federal income tax consequences to theirpartners of the acquisition, ownership and disposition of Additional Notes by the partnership.

THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW ISFOR GENERAL INFORMATION ONLY. ALL PROSPECTIVE PURCHASERS SHOULD CONSULTTHEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OFOWNING THE ADDITIONAL NOTES, INCLUDING THE APPLICABILITY AND EFFECT OFSTATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.

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Qualified Reopening

The following discussion assumes that the Additional Notes are issued in a ‘‘qualified reopening’’ forU.S. federal income tax purposes and thus are treated as part of the same issue as the Existing Notes. If so,the Additional Notes will have the same issue price and the same issue date as the Existing Notes. Becausethe Existing Notes were not issued with ‘‘original issue discount’’ for U.S. federal income tax purposes, theAdditional Notes in this offering also will not have original issue discount. However, special rulesgoverning the treatment of bond premium applicable to Additional Notes issued in a qualified reopeningare described below. In order for the Additional Notes offered hereby to constitute a ‘‘qualifiedreopening’’ of the Existing Notes, various factual requirements must be satisfied. We believe that theAdditional Notes satisfy all such factual requirements and therefore are properly characterized as issued ina qualified reopening of the Existing Notes.

Additional Notes Purchased at a Premium

A U.S. Holder that purchases an Additional Note for an amount in excess of its principal amount mayelect to treat the excess as ‘‘amortizable bond premium’’, in which case the amount of interest on theAdditional Note that is required to be included in the U.S. Holder’s income each year will be reduced bythe amount of amortizable bond premium allocable to that year (based on the Additional Note’s yield tomaturity). The amount of amortizable bond premium for each taxable year is the sum of the daily portionsof bond premium with respect to the Additional Notes for each day during the taxable year or portion ofthe taxable year in which the U.S. Holder holds the Additional Note. Bond premium will be computed ineuros, and amortizable bond premium that is taken into account currently will reduce interest income ineuros. On the date amortized bond premium offsets interest income, a U.S. Holder may recognizeU.S. source exchange gain or loss (taxable as ordinary income or loss) measured by the difference betweenthe spot rate in effect on that date and on the date the Additional Notes were acquired by the U.S. Holder.A U.S. Holder who does not elect to take bond premium into account currently will generally recognize amarket loss when the Additional Note matures or is otherwise disposed of. Any election to amortize bondpremium applies to all bonds (other than bonds the interest on which is excludible from gross income forU.S. federal income tax purposes) held by the U.S. Holder at the beginning of the first taxable year towhich the election applies or thereafter acquired by the U.S. Holder, and is irrevocable without the consentof the U.S. Internal Revenue Service (the ‘‘IRS’’). The Additional Notes are subject to call provisions atour option at various times, as described in this Offering Memorandum under ‘‘Description of the Notes—Optional Redemption.’’ A U.S. Holder will calculate the amount of amortizable bond premium based onthe amount payable on an applicable call date if the use of the call price and the call date results in asmaller amortizable bond premium for the period ending on the call date. In the event that we do notexercise our call rights on such call date, the Additional Note generally should be treated as reissued on thecall date for the call price, and the U.S. Holder will recalculate the amount of any amortizable bondpremium on such Additional Note pursuant to the principles described above. The foregoing rules mayeliminate, reduce or defer any amortization deductions.

Pre-Issuance Accrued Interest

A portion of the price paid for the Additional Notes will be allocable to unpaid stated interest thataccrued prior to the date the Additional Notes are purchased (the ‘‘pre-issuance accrued interest’’). Aportion of the first interest payment that represents a return of pre-issuance accrued interest generallyshould not be taxable when received (except that a U.S. Holder generally should be required to recognizeforeign currency exchange gain or loss, as discussed below, in an amount equal to the difference, if any,between the U.S. dollar value of the pre-issuance accrued interest at the time of purchase and at the timethe payment of such pre-issuance accrued interest is received, as determined at the spot rate in effect oneach such date), but should reduce a U.S. Holder’s adjusted tax basis in the Additional Note by acorresponding amount (in the same manner as would a payment of principal).

Payments of Stated Interest

Except as described above under ‘‘—Pre-Issuance Accrued Interest,’’ stated interest on an AdditionalNote (including any amounts withheld and any Additional Amounts paid) will be taxable to a U.S. Holderas ordinary income at the time it is received or accrued, depending on the holder’s method of accountingfor U.S. federal income tax purposes. Subject to the discussion of exchange gain or loss below, interest paidby the Issuer on the Additional Notes will constitute income from sources outside the United States andwill generally constitute passive category income for foreign tax credit purposes. Prospective purchasers

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should consult their tax advisors concerning the applicability of the foreign tax credit and source of incomerules to income attributable to the Additional Notes.

The amount of income recognized by a cash basis U.S. Holder will be the U.S. dollar value of thestated interest payment, based on the exchange rate in effect on the date of receipt, regardless of whetherthe payment is in fact converted into U.S. dollars. A cash basis U.S. Holder generally will not haveexchange gain or loss on the receipt of the interest payment but may have exchange gain or loss when theholder disposes of any euros such holder receives (as discussed below under ‘‘—Receipt of Euros’’).

An accrual basis U.S. Holder may determine the amount of income recognized with respect to aninterest payment denominated in euros in accordance with either of two methods. Under the first method,the amount of income accrued will be based on the average exchange rate in effect during the interestaccrual period (or, in the case of an accrual period that spans two taxable years of a U.S. Holder, the partof the period within the taxable year).

Under the second method, the U.S. Holder may elect to determine the amount of income accrued onthe basis of the exchange rate in effect on the last day of the accrual period (or, in the case of an accrualperiod that spans two taxable years, the exchange rate in effect on the last day of the part of the periodwithin the taxable year). Additionally, if a payment of interest is actually received within five business daysof the last day of the accrual period, an electing accrual basis U.S. Holder may instead translate theaccrued interest into U.S. dollars at the exchange rate in effect on the day of actual receipt. Any suchelection will apply to all debt instruments held by the U.S. Holder at the beginning of the first taxable yearto which the election applies or thereafter acquired by the U.S. Holder, and will be irrevocable without theconsent of the IRS.

Upon an accrual basis U.S. Holder’s receipt of an interest payment (including a payment attributableto accrued but unpaid interest upon the sale or retirement of an Additional Note) denominated in euros,the U.S. Holder may recognize U.S. source exchange gain or loss (taxable as ordinary income or loss)equal to the difference between the amount received (translated into U.S. dollars at the spot rate on thedate of receipt) and the amount previously accrued (translated into U.S. dollars as described above),regardless of whether the payment is in fact converted into U.S. dollars.

Sale or Other Taxable Disposition of the Additional Notes

A U.S. Holder will generally recognize gain or loss on the sale or other taxable disposition of anAdditional Note equal to the difference between the amount realized on the sale or other taxabledisposition (not including any amounts that are attributable to accrued but unpaid interest, which will betaxable as ordinary interest income in accordance with the U.S. Holder’s method of tax accounting asdescribed above) and the U.S. Holder’s adjusted tax basis in the Additional Note.

A U.S. Holder’s adjusted tax basis in an Additional Note generally will equal the cost of theAdditional Note to the holder decreased by any principal payments previously received, the amount ofpre-issuance accrued interest paid to such U.S. Holder and any amortizable bond premium (as describedabove) previously amortized. The cost of an Additional Note purchased with euros will be the U.S. dollarvalue of the purchase price on the date of purchase, calculated at the exchange rate in effect on that date.The amount realized will generally equal the amount of any cash plus the fair market value of any propertyreceived in exchange for the Additional Notes, translated into U.S. dollars at the spot rate on the date ofdisposition. If the Additional Notes are traded on an established securities market, a cash method taxpayerand an electing accrual method taxpayer will determine the U.S. dollar value of the cost of the AdditionalNotes at the spot rate on the settlement date of the purchase, and will determine the U.S. dollar value ofthe amount realized by translating that amount at the spot rate on the settlement date of the sale or othertaxable disposition. If an accrual method taxpayer makes this election, the election must be appliedconsistently by the taxpayer from year to year and once made cannot be revoked without the consent ofthe IRS.

A U.S. Holder will recognize U.S. source exchange gain or loss (taxable as ordinary income or loss) onthe sale or other taxable disposition of an Additional Note equal to the difference, if any, between theU.S. dollar value of the U.S. Holder’s purchase price of the Additional Note (decreased by any amortizedbond premium, as discussed above) on (i) the date of sale or other taxable disposition and (ii) the date onwhich the U.S. Holder acquired the Additional Note. Any such exchange gain or loss (including anyexchange gain or loss with respect to the receipt of accrued but unpaid interest) will be realized only to theextent of the total gain or loss realized on the sale or other taxable disposition, and will generally be

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treated as from sources within the United States for U.S. foreign tax credit limitation purposes. Prospectivepurchasers should consult their tax advisors as to the foreign tax credit implications of the sale or othertaxable disposition of Additional Notes.

Gain or loss in excess of exchange gain or loss will be U.S. source capital gain or loss and will belong-term capital gain or loss if the Additional Note was held by the U.S. Holder for more than one year.In the case of an individual U.S. Holder, any such gain is currently subject to preferential U.S. federalincome tax rates if that U.S. Holder satisfies certain prescribed minimum holding periods. Thedeductibility of capital losses is subject to significant limitations.

Receipt of Euros

A U.S. Holder of an Additional Note will receive euros in payment for interest or principal. The taxbasis of any euros received by a U.S. Holder generally will equal the U.S. dollar equivalent of such euros atthe spot rate on the date the euros are received. Upon any subsequent exchange of euros for U.S. dollars, aU.S. Holder generally will recognize exchange gain or loss equal to the difference between the amount ofU.S. dollars received and the U.S. Holder’s tax basis in the euros. Upon any subsequent exchange of eurosfor property (including non-U.S. currency), a U.S. Holder generally will recognize exchange gain or lossequal to the difference between the U.S. dollar value of the euros exchanged for such property based onthe U.S. dollar spot rate for such euros on the date of the exchange and the U.S. Holder’s tax basis in theeuros so exchanged. Any such exchange gain or loss generally will be treated as U.S. source ordinaryincome or loss.

Backup Withholding and Information Reporting

Payments of interest and proceeds paid from the sale or other disposition of the Additional Notes maybe subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholdingwill not apply to a U.S. Holder who furnishes a correct taxpayer identification number and makes anyother required certification, or who is otherwise exempt from backup withholding. U.S. Holders who arerequired to establish their exempt status generally must provide IRS Form W-9 (Request for TaxpayerIdentification Number and Certification). Backup withholding is not an additional tax. Any amountswithheld from a payment to a holder under the backup withholding rules may be credited against aholder’s U.S. federal income tax liability, and a holder may obtain a refund of any excess amounts withheldby filing the appropriate claim for refund with the IRS in a timely manner and furnishing any requiredinformation.

Reportable Transactions

A U.S. Holder that recognizes exchange loss with respect to the Additional Notes would be requiredto report the loss on IRS Form 8886 (Reportable Transaction Disclosure Statement) if the loss equals orexceeds the thresholds set forth in the Treasury regulations. For individuals and trusts, this loss threshold isU.S. $50,000 in any single year (if the loss is related to a foreign currency transaction). For other types oftaxpayers and other types of losses, the thresholds are higher. Prospective investors are urged to consulttheir own tax advisors regarding the application of these rules to the acquisition, holding or disposition ofthe Additional Notes.

Foreign Financial Asset Reporting

Certain U.S. Holders are required to report information to the IRS with respect to their ownership of‘‘specified foreign financial assets,’’ which may include the Additional Notes, unless certain requirementsare met. Investors who fail to report required information could become subject to substantial penalties.Prospective investors are encouraged to consult with their own tax advisors regarding the possibleimplications of these rules on their investment in Additional Notes.

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CERTAIN FRENCH INSOLVENCY LAW CONSIDERATIONS

We are organized under the laws of France and conduct most our business activity in France. To theextent that the center of our main interests is deemed to be in France, we would be subject to Frenchinsolvency proceedings affecting creditors, including court-assisted pre-insolvency proceedings (mandatad hoc, conciliation) or court-administered insolvency proceedings (safeguard, accelerated financialsafeguard, reorganization or liquidation proceedings).

In general, French insolvency legislation favors the continuation of a business and protection ofemployment over the payment of creditors and could limit your ability to enforce your rights under theNotes. See ‘‘Risk Factors—Risks Related to Our Indebtedness and the Notes—The insolvency laws of Francemay not be as favorable to you as the insolvency laws of the United States or those of another jurisdiction withwhich you are familiar.’’

Under European Council Regulation (EC) No.1346/2000 of May 29, 2000 on insolvency proceedings,if a debtor is located in the EU (other than Denmark), French courts shall have jurisdiction over the maininsolvency proceedings if the center of the debtor’s main interests is deemed to be in France. In case of acompany or legal person, the place of the registered office shall be presumed to be the center of its maininterests in the absence of proof to the contrary. In determining whether the center of main interests of acompany is in France, French courts will take into account a broad range of factual elements. Thefollowing is a general discussion of insolvency proceedings governed by French law which currently applies.Please note nonetheless that we focused part of our study on consideration that may be relevant to holdersof Additionnal Notes regarding the Ordinance no 2014-326 dated March 12, 2014, entering into force asfrom July 1, 2014 (the ‘‘2014 Order’’). This summary is provided for informational purposes only and doesnot address all the French legal considerations that may be relevant to holders of the Additional Notes.

Grace Periods

In addition to insolvency laws discussed below, your enforcement rights may, like those of any othercreditor, be subject to Article 1244-1 et seq. of the French Civil Code (‘‘Code civil’’).

Pursuant to the provisions of these articles, French courts may, in any civil proceeding involving adebtor, whether initiated by the debtor or its creditor, taking into account the debtor’s financial positionand the creditor’s financial needs, defer or otherwise reschedule over a maximum period of two years thepayment dates of payment obligations and decide that any amounts, the payment date of which is thusdeferred or rescheduled, will bear interest at a rate that is lower than the contractual rate (but not lowerthan the legal rate) or that payments made shall first be allocated to repayment of principal. A court ordermade under Articles 1244-1 et seq. of the Code civil will suspend any pending enforcement measures, andany contractual interest or penalty for late payment will not accrue or be due during the grace periodordered by the relevant judge.

When the debtor benefits from the opening of a conciliation proceedings, these provisions shall beread in combination with Article L.611-7 of the French Commercial Code.

Insolvency (cessation des paiements) test under French law

Under French law, a company is deemed insolvent (in cessation des paiements) when it is not able topay its debts which are due with is available assets taking into account credit lines available to it and debtreschedulings which its creditors have granted to it.

Court-Assisted Pre-Insolvency Proceedings

A French company that has its center of main interests in France facing difficulties may request theopening of court assisted pre-insolvency proceedings (mandat ad hoc or conciliation). Pre-insolvencyproceedings may only be initiated by the debtor company itself, in its sole discretion. A French companymay request the opening of a conciliation provided that it experiences or anticipates legal, economic orfinancial difficulties without being cash flow insolvent for more than 45 days, or can request the opening ofa mandat ad hoc proceedings if it faces any kind of difficulties without being cash flow insolvent.

Mandat ad hoc proceedings are not limited in time.

Mandat ad hoc and conciliation proceedings are confidential (subject to the sanctioned conciliationagreement detailed below) and informal proceedings carried out under the supervision of a third partycourt-appointed officer itself under the supervision of the president of the relevant court. The president ofthe court will, on request of the debtor, appoint a third party (as the case may be, a mandataire ad hoc or a

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conciliateur) in order to help the debtor reach an agreement with its creditors, in particular by reducing orrescheduling its indebtedness. Arrangements reached through such proceedings are not binding on thirdparties, and the mandataire ad hoc or conciliateur has no authority to force the parties to accept anarrangement. Creditors are not barred from taking legal action against the company to recover theirclaims, but in practice, they generally abstain from doing so.

Conciliation proceedings

Such proceedings last for a maximum period of four months, which can exceptionally be extended foran additional month upon request of the conciliateur. If an agreement is reached among the parties in thecontext of conciliation proceedings, it may be either recognized (constate) by the president of the court or,provided that certain conditions are satisfied, or sanctioned (homologue) by the court (in which case theproceedings cease to be confidential).

Recognition (constatation) of the agreement by the president of the court upon all parties’ request andupon a certified statement by the debtor that it is not in cessation des paiements or that the agreementends its state of cessation des paiements, does not entail any specific consequences, other than to renderthe agreement immediately enforceable and binding upon the parties thereto.

Sanction (homologation) by the court requires that (i) the debtor not be in cessation des paiements orthat the agreement puts an end to it, (ii) the terms of the agreement be such as to ensure the continuationof the business as a going concern and (iii) the agreement shall not jeopardize the rights of non-partycreditors and has the following consequences:

• creditors who, as part of the sanctioned agreement, provide new money or goods or servicesdesigned to ensure the continuation of the business of the distressed company (other thanshareholders providing new equity) will enjoy a priority of payment over all pre-petition andpost-petition claims (other than certain post-petition employment claims and procedural costs), inthe event of subsequent safeguard proceedings, judicial reorganization proceedings or judicialliquidation proceedings; and

• in the event of subsequent judicial reorganization proceedings or judicial liquidation proceedings,the date of the cessation des paiements and therefore the date of the suspect period (as definedbelow) cannot be determined by the court as having occurred earlier than the date of the sanctionof the agreement by the Court, except in case of fraud.

Recognition (constatation) and sanction (homologation) of the agreement have certain commonconsequences as long as the agreement is being performed:

• they stay any proceedings or measures against the debtor’s assets in order to obtain payment of theclaims that are the subject matter of the agreement;

• co debtors and guarantors (whether or not the guarantee is secured by collateral) may benefit fromthe provisions of the agreement.

Conciliation proceedings, in the context of which a draft plan has been negotiated and is supported bya large majority of creditors without reaching unanimity, will be a mandatory preliminary step of theaccelerated financial safeguard proceedings as described below.

Please note however that some of the provisions governing mandat ad hoc and conciliationproceedings have been amended by the 2014 Order as follows:

• The conciliator may be entrusted, at the request of the debtor and after consultation of theparticipating creditors, with the mission of setting up a partial or total sale of the business that couldbe subsequently implemented in the context of further safeguard, reorganization or liquidationproceedings, if required. Any offers received in this context by the mandataire ad hoc or theconciliator may be directly submitted to the court in the context of reorganization or liquidationproceedings after consultation of the Public Prosecutor (Article L.642-2 of the French commercialCode, as amended by the 2014 Order);

• Where a conciliation agreement has been acknowledged or sanctioned, the court may appoint theconciliator as a representative in charge of the implementation of said agreement;

• At the request of the debtor and at any time so long as the conciliation agreement is in effect, thecourt may postpone the payments (Article 1 244-1 of the French Civil Code) of creditors that havenot signed the conciliation agreement up to a maximum of 24 months. However such provisions do

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not apply to creditors that are mentioned by Article L.611-7 paragraph 3 of the French CommercialCode (i.e. law & social security authorities and institutions managing the unemployment insurancesystem);

• So long as the conciliation agreement is in effect, interest produced by the affected claims can nolonger be capitalized;

• The ‘‘new’’ money privilege may also benefit to new financing granted during conciliationproceedings should they end up on a conciliation agreement that is sanctioned by the court;

• Any clause in a contract which, as a result of the designation of a mandataire ad hoc or the openingof a conciliation proceedings, restricts debtor’s rights or increases it obligations shall bedeemed void.

Court-Controlled Insolvency Proceedings

The following French insolvency proceedings may be initiated by or against a company in France:

a) safeguard proceedings (procedure de sauvegarde), if such company, while not being in cessationdes paiements, is facing difficulties which it cannot overcome;

b) accelerated financial safeguard proceedings (sauvegarde financiere acceleree) if such company is inconciliation proceedings with a draft safeguard plan largely supported by its financial creditors; or

c) judicial reorganization (redressement judiciaire) if such company is in cessation des paiements witha possible rescue or judicial liquidation (liquidation judiciaire) proceedings if such company is incessation des paiements with no recovery possible.

The proceedings may be initiated before the relevant court:

• in the event of (a) or (b) above, upon petition by the company only; and

• in the event of (c) above, or upon petition by the company, any creditor or the public prosecutor.

While a company does not have an obligation to apply for safeguard or accelerated financial safeguardproceedings, it is required to petition for the opening of judicial reorganization or judicial liquidationproceedings within 45 days of becoming unable to pay its due debts out of its available assets (cessation despaiements) unless it filed for conciliation proceedings in the meantime. If it does not, and has notpetitioned the relevant court for the opening of such proceedings or is not in conciliation proceedings, theCEO, the chairman of the board, the directors and, as the case may be, de facto managers of the companymay be subject to civil liability.

In safeguard and judicial reorganization proceedings, a court appointed administrator, whose namecan be suggested by the debtor in safeguard proceedings, investigates the business of the company duringan initial observation period, which may last for up to six months renewable once (plus an additional sixmonths under exceptional circumstances). In safeguard proceedings, the administrator’s mission is to assistor supervise the debtor’s management and assist it in preparing a safeguard plan for the company. Injudicial reorganization proceedings, the administrator’s mission is usually to assist the management(although his mission may be to replace management entirely) and to make proposals for thereorganization of the company, which proposals may include the sale of all or part of the company’sbusiness to a third party.

At any time during safeguard or reorganization proceedings, the court may at the request of thejudicial administrator, the creditors’ representative (mandataire judiciaire) or the Public Prosecutor(and the debtor pursuant to the 2014 Order) also convert such proceedings into liquidation proceedings ifthe debtor is insolvent and its recovery is manifestly impossible. However, further to recent decision fromthe French Constitutional Court dated 7 December 2012 and 7 March 2014, the constitutionality of theconversion of safeguard proceedings into judicial reorganization or liquidation proceedings, when it isdecided upon the Court ‘own initiative, may be challenged. In this respect, please note that the 2014 Ordertook into consideration the aforementioned decisions by removing the provisions authorizing the openingof any insolvency proceedings upon the judge’s own initiative (ie. Article L.621-2, L.631-3, L.640-4 andL.640-5 of the French Commercial Code).

At the end of the observation period, if it considers that the company can survive as a going concern, thecourt will adopt a safeguard or reorganization plan which will entail a restructuring and/or rescheduling of debtsand may entail the divestiture of some or all of the debtor’s assets and businesses.

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Creditors’ committees and adoption of the safeguard or reorganization plan

In the case of large companies (with more than 150 employees or a turnover greater than A20 million),two creditors’ committees (one for credit institutions or entities (except major suppliers and bondholders)having granted credit or advances to the debtor and the other for suppliers having a claim against thedebtor that represents more than 3% of the total amount of the claims of all the debtor’s suppliers) mustbe established (such committees may also, upon request of the debtor or of the judicial administrator, beestablished for smaller companies that do not meet the employee number or turnover threshold specifiedabove). Claims must have arisen before the opening of the insolvency proceedings.

In addition, if there are any outstanding debt securities in the form of ‘‘obligations’’ (such as bonds ornotes), a general meeting gathers all holders (the ‘‘bondholders’’) of such debt securities(the ‘‘bondholders general meeting’’). All bondholders will be represented in the same bondholders’general meeting, whether or not there are different issuances and no matter what the applicable law ofthose ‘‘obligations’’ may be. The Additional Notes offered hereby constitute ‘‘obligations’’ for purposes ofa safeguard, accelerated financial safeguard or reorganization proceeding.

Creditors or Noteholders for whom the plan does not provide any modification of their repaymentschedule or provides for a payment of their claims in cash in full as soon as the plan is adopted or as soonas their claims are admitted do not take part in the vote.

The creditors’ committees and the bondholders’ general meeting will be consulted on the safeguard orreorganization plan prepared by the debtor together with the judicial administrator during the observationperiod. The creditors may submit proposals to the debtor and the administrator.

The 2014 Order provides that creditors member of the credit committees (but not bondholders) arealso entitled to present a draft safeguard/reorganisation plan which will be voted on by the creditors’committees and the bondholders general meeting.

The plan must first be approved by each of the two creditors’ committees. Each committee mustapprove or reject the plan within a maximum period of 30 days of the date on which it is proposed by thecompany. Such approval requires the affirmative vote of the creditors holding at least two-thirds of thevalue of the claims held by members of such committee that express a vote.

The plan must also be submitted for approval to the bondholders’ general meeting. The approval ofthe plan at such meeting requires the affirmative vote of bondholders representing at least two-thirds ofthe claims of the bondholders voting in the bondholders’ general meeting.

The 2014 Order provides that each creditor member of a creditors committee and each note holdermust, if applicable, inform the judicial administrator of the existence of any agreement relating to theexercise of its vote or to the full or total payment of its claim as well as of any subordination agreement.The judicial administrator shall then submit to the creditor/note holder as proposal for the computation ofits voting rights in the creditors’ committee/bondholders general meeting. In the event of a disagreement,the creditor/note holder or the judicial administrator may request that the matter be decided by thepresident of the commercial court in summary proceedings.

Following approval by the creditors’ committees and the bondholders’ general meeting, the plan mustbe submitted for approval to the relevant court. In considering such approval, the court must verify that theinterests of all creditors are sufficiently protected, taking into consideration the contractual subordinationarrangements existing among creditors when the proceedings were opened. The plan may treat creditorsdifferently if it is justified by their differences in situation.

Once approved by the court, the safeguard or reorganization plan accepted by the committees and thebondholders’ general meeting will be binding on all the members of the committees and all bondholders(including those who did not vote or voted against the adoption of the plan). A safeguard or reorganizationplan may include debt deferrals, debt write-offs and (subject to shareholder consent) debt-for-equity swapsand sale of all (in judicial reorganization proceedings only) or part of the business. With respect tocreditors who are not members of the committees, or in the event no committees are established, or in theevent any of the committees or the bondholders’ general meeting have not given their consent to the planwithin 6 months of the commencement of the safeguard or judicial reorganization proceedings, creditorswill be consulted on an individual basis, and asked whether they accept debt deferrals and/or write-offs.The 2014 Order, provides that at the request of the administrateur judiciaire, the court may extend thetime period for the committees (i.e. previously 6 months) and as the case may be the note holders generalmeeting to vote on the proposed plan, without exceeding the duration of the observation period.

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In the event where the creditors are consulted on an individual basis, the court may only imposeuniform debt deferrals (with interest) for a maximum period of 10 years with respect to the claims ofcreditors that would not otherwise have accepted to grant a debt deferral or write off.

The 2014 Order provides that, if no plan is adopted by the committees within the first six monthperiod, at the request of the debtor, the judicial administrator, the mandataire judiciaire, or the PublicProsecutor, the court may convert the safeguard proceedings into judicial reorganization proceedings if itappears that the adoption of a safeguard plan is impossible and if the end of the safeguard proceedingswould certainly quickly lead to the company being in cessation des paiements.

Financial creditors’ committees and adoption of the accelerated financial safeguard plan

A debtor in conciliation proceedings may request commencement of accelerated financial safeguardproceedings. The Accelerated Financial Safeguard proceedings are very similar to safeguard proceedings(see above) but have been designed to ‘‘fast-track’’ purely financial difficulties of large companies having(i) either more than 150 employees or a turnover greater than A20 million or (ii) whose total balance sheetexceeds (a) 25 million euros or (b) 10 million euros if they control another company (x) which has morethan 150 employees or (y) whose turnover for the previous financial year is greater than 20 million euros or(z) whose total balance sheet exceeds 25 million euros.

The proceedings apply only to debt owed to creditors that are part of the credit institutions committeeand bondholders, the payment of which is suspended to be determined by the plan adopted through theAccelerated Financial Safeguard proceedings, other debts continuing to be paid in the ordinary course ofbusiness (e.g. trade debt or debt to the tax or social security administrations) in accordance with theircontractual or legal terms.

To be eligible to the Accelerated Financial Safeguard, the debtor must fulfill three conditions:

• as is the case for regular safeguard proceedings, the debtor must (i) not be insolvent and (ii) facedifficulties which it is not able to overcome;

• the debtor must be subject to ongoing conciliation proceedings when it applies for the opening ofthe Accelerated Financial Safeguard;

• the debtor must have prepared a draft safeguard plan ensuring the continuation of his business as agoing concern supported by enough of its financial creditors (i.e., credit institutions andbondholders) to render likely its adoption by a two-thirds majority in each of the credit institutions’committee and the bondholders general meeting within a maximum of 2 months of the opening ofthe proceedings.

The list of claims of credit institutions and bondholders party to the conciliation proceeding shall bedrawn up by the debtor and certified by its statutory auditor and shall be deemed to constitute the filing ofsuch claims (see below) unless the creditors otherwise elect to make such a filing (see below).

Where accelerated financial safeguard proceedings are commenced, the credit institutions’ committeeand the bondholders’ general assembly are convened and are required to vote on the proposed safeguardplan within a minimum period of eight days of delivery of the proposed plan (as compared to a minimumperiod of 15 days for regular safeguard proceedings).

The total duration of the Accelerated Financial Safeguard (i.e., the period between the judgmentopening the Accelerated Financial Safeguard and the judgment adopting the plan) is one month, unlessthe court decides to extend it by one additional month.

Please note however that the provisions governing accelerated financial safeguard have beensubstantially amended by the 2014 Order, which also introduced accelerated safeguard proceedings(procedure de sauvegarde acceleree), that include all creditors.

The 2014 Order provides, among other things:

• The criteria for the opening of accelerated safeguard proceedings or accelerated financial safeguardproceedings have been eased: pursuant of the 2014 Order, such proceedings may be opened as longas the debtor has not been insolvent for more than 45 days prior to the request for thecommencement of conciliation proceedings:

• At any time, the Public Prosecutor may request the termination of such proceedings if the debtorhas been insolvent for more than 45 days prior to the request for the commencement of conciliationproceedings:

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• The criteria to be eligible for such proceedings (number of employees, turnover, total assets) whichshall apply (unless the debtor produces consolidated financial statements (comptes consolides) willbe set by decree:

• The total duration of the accelerated safeguard is 3 months whereas the duration of acceleratedfinancial safeguard remains unchanged (ie. the court must settle a safeguard plan within one month,unless the court decides to extend it by one additional month).

The ‘‘hardening period’’ (periode suspecte) in judicial reorganization and liquidation proceedings

The insolvency date, defined as the date when the debtor becomes unable to pay its due debts with itsavailable assets, is generally deemed to be the date of the court decision commencing the judicialreorganization or judicial liquidation proceedings. However, in the decision commencing judicialreorganization or liquidation proceedings or in a subsequent decision, a court may determine that theinsolvency date is an earlier date, up to 18 months prior to the court decision commencing the proceedings.The insolvency date is important because it marks the beginning of the ‘‘hardening period’’ (periodesuspecte). Certain transactions entered into by the debtor during the hardening period are, by law, voidor voidable.

Void transactions include transactions or payments entered into during the hardening period that mayconstitute voluntary preferences for the benefit of some creditors to the detriment of other creditors.These include transfers of assets for no consideration, contracts under which the reciprocal obligations ofthe debtor significantly exceed those of the other party, payments of debts not due at the time of payment,payments made in a manner which is not used in the ordinary course of business, security granted for debtspreviously incurred and provisional measures, unless the right of attachment or seizure predates the dateof suspension of payments, stock options granted or exercised during the hardening period, the transfer ofany assets or rights to a trust arrangement (fiducie) (unless such transfer is made as a security for a debtincurred at the same time) and any amendment to a trust arrangement (fiducie) that dedicates assets orrights to a guaranty of prior debts.

Voidable transactions include (i) transactions entered into, (ii) payments made when due or(iii) certain provisional and final attachment measures, in each case, if such actions are taken after thedebtor was in cessation des paiements and the party dealing with the debtor knew that the debtor was incessation des paiements. Transactions relating to the transfer of assets for no consideration are alsovoidable when carried out during the six-month period prior to the beginning of the hardening period.

Status of creditors during safeguard, accelerated financial safeguard, judicial reorganization or judicialliquidation proceedings

As a general rule, creditors domiciled in France whose debts arose prior to the commencement ofinsolvency proceedings must file a proof of claim (declaration de creances) with the creditors’representative (mandataire judiciare) within two months of the publication of the court decision in theBulletin officiel des annonces civiles et commerciales; this period is extended to four months for creditorsdomiciled outside France. Creditors who have not submitted their claims during the relevant period are,except for very limited exceptions, precluded from receiving distributions made in connection with theinsolvency proceedings. Employees are not subject to such limitations and are preferred creditors underFrench law. In addition, in an accelerated financial safeguard, the debts held by financial creditors(i.e. members of the credit institutions committee and bondholders) that took part in the conciliationproceedings are listed by the debtor and certified by its statutory auditor and this list is deemed to be afiling (subject to updating) of their claim by such financial creditors if they do not file their claim asdescribed above.

From the date of the court decision commencing the insolvency proceedings, the debtor is prohibitedfrom paying debts (in accelerated financial safeguard proceedings, to financial creditors only) which aroseprior to such date, subject to specified exceptions which essentially cover the set-off of related debts andpayments authorized by the bankruptcy judge or made to recover assets for which recovery is required forthe continued operation of the business. During this period, creditors are prevented from initiating anyindividual legal action against the debtor with respect to any claim arising prior to the court decisioncommencing the insolvency proceedings if the objective of such legal action is:

• to obtain an order for payment of a sum of money by the debtor to the creditor (however, thecreditor, provided he has filed his claim as stated above, may require that a court determine theamount due); or

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• to terminate or cancel a contract for non-payment of amounts owed by the creditor. They are alsobarred from taking any enforcement action against the debtor (except where the asset of the debtoris located in another Member State within the European Union, in which case the rights in rem ofcreditors would not be affected by the insolvency procedure, in accordance with article 5 of the ECRegulations 1346/2000).

Subject to the following sentence, contractual provisions such as those contained in the Notes thatwould accelerate the payment of the debtor’s obligations upon the occurrence of certain insolvency eventsare not enforceable under French law (a recent decision of the French Supreme Court taking a broadinterpretation of this rule held that any contractual provision which would amend an ongoing contract byreducing the debtor’s rights or increasing its obligations as the sole result of its reorganisation proceedingsis prohibited).

The opening of liquidation proceedings does generally automatically accelerate the maturity of all ofthe debtor’s obligations. However, the court may allow the business to continue for a period of no morethan three months (renewable once for another three months) with similar effects than the observationperiod if it considers that a sale of part or all of the business is possible, in which case the debtor’sobligations are deemed to mature on the earlier of the day on which the court approves the sale of thebusiness or the period during which the court had allowed the business to continue ends.

The administrator also has the power to terminate or, provided that the debtor fully performs itspost-petition contractual obligations, continue certain on-going contracts.

If the court adopts a safeguard plan or a reorganization plan, claims of creditors included in the planwill be paid according to the terms of the plan. The court can also set a time period during which the assetsthat it deems to be essential to the continued business of the debtor may not be sold without its consent.

If the court decides to order the judicial liquidation of the debtor, the court will appoint a liquidator incharge of selling the assets of the company and paying the creditors’ claims in accordance with theirranking. If the court adopts a plan for the sale of the business (plan de cession), the proceeds of the salewill be allocated to the repayment of the creditors in accordance with the ranking of their claims.

French insolvency law assigns priority to the payment of certain preferential creditors, includingemployees, insolvency officials appointed by the insolvency court, creditors who, as part of the sanctionedconciliation agreement, provided new money or goods or services, post-petition creditors and certainsecured creditors essentially in the event of liquidation proceedings, and the French Treasury.

That being said, please note that the opening of collective insolvency proceedings may trigger furtherconsequences pursuant to the 2014 Order.

• The opening judgment renders due and payable all unpaid capital of the debtor and the creditors’representative (mandataire judiciaire) may demand that a shareholder to its portion of the unpaidcapital:

• If the court gives a mandate to the administrator to convene any shareholder meeting to adopt anymodifications required by the safeguard plan, the court can order that upon the first convening, thedecisions will be adopted by a majority of shareholders present or represented at the meetings aslong as such shareholders own at least half of the shares with voting rights.

Lender Liability

Pursuant to article L. 650-1 of the French Commercial Code, where safeguard, judicial reorganizationor judicial liquidation proceedings have been commenced, creditors may only be held liable for the lossessuffered as a result of facilities granted to the debtor on the following grounds (and may only be held liableon those grounds): (i) fraud; (ii) wrongful interference with the management of the debtor; or (iii) if thesecurity or guarantees taken to support the facilities are disproportionate to such facilities. In addition, anysecurity or guarantees taken to support facilities in respect of which a creditor is found liable on any ofthese grounds can be cancelled or reduced by the court. Case law has recently confirmed that this liabilityalso requires that the granting of the facility be deemed to be wrongful.

If a creditor has repeatedly interfered in the company’s management, it can be deemed a manager ofsuch company (‘‘dirigeant de fait’’). In such case, article L 651-2 of the French commercial Code providesthat, if liquidation proceedings (liquidation judiciaire) have been commenced against the debtor, thecreditor may be liable for the debts of the company, along with the other managers (whether de jure or defacto), as the case may be, if it is established that their mismanagement has contributed to the company’sshortfall of assets. If such conditions are met, French courts will decide whether the managers should bearall or part of the shortfall amount.

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PLAN OF DISTRIBUTION

Subject to the terms and conditions of a purchase agreement dated April 7, 2014 (the ‘‘PurchaseAgreement’’) entered into by and among the Issuer and Societe Generale, as the initial purchaser, theinitial purchaser has agreed to purchase from the Issuer, and the Issuer has agreed to sell, AdditionalNotes in the aggregate principal amount of A125.0 million. The initial purchaser can be reached atSG House 41 Tower Hill London EC3N 4S6 (Attention: Syndicate Desk GLFI/SYN/CAP/BND).

The Purchase Agreement provides that the obligations of the initial purchaser to purchase and acceptdelivery of the Additional Notes offered hereby are subject to the approval by our and its counsel ofcertain legal matters and to certain other conditions. The initial purchaser is obligated to purchase andaccept delivery of all the Additional Notes if any are purchased. The initial purchaser has advised us thatany offer of the Additional Notes by it in the United States will be made through its U.S. broker-dealeraffiliates.

The purchase price for the Additional Notes will be the offering price set forth on the cover page ofthis offering memorandum, plus accrued interest from the Issue Date. After the initial Offering of theAdditional Notes, the initial purchaser may from time to time vary the offering price and other sellingterms without notice. We will pay the initial purchaser a customary fee and will reimburse the initialpurchaser for certain expenses related to the Offering.

Persons who purchase Additional Notes from the initial purchaser may be required to pay stamp duty,taxes and other charges in accordance with the laws and practice of the country of purchase in addition tothe offering price set forth on the cover page hereof.

The Issuer has agreed to indemnify the initial purchaser against certain liabilities, including liabilitiesunder the U.S. Securities Act, or to contribute to payments which the initial purchaser may be required tomake in respect of any such liabilities. We have agreed that, subject to certain exceptions, we will not offer,sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any debt securities issued orguaranteed by the Issuer and having maturity of more than one year from the date of issue, without theprior written consent of the joint bookrunners for a period of 180 days after the date of this offeringmemorandum. The Issuer has also agreed that it will not at any time offer, sell, pledge, contract to sell,pledge or otherwise dispose of directly or indirectly, any securities under circumstances in which such offer,sale, pledge, contract or disposition would cause the exemption afforded by Section 4(2) of theU.S. Securities Act or the safe harbor of Rule 144A and Regulation S under the U.S. Securities Act tocease to be applicable to the offer and sale of the Additional Notes.

No action has been or will be taken in any jurisdiction by the Issuer or the initial purchaser that wouldpermit a public offering of the Additional Notes or the possession, circulation or distribution of thisoffering memorandum or any other material relating to the Issuer or the Additional Notes in anyjurisdiction where action for that purpose is required. Accordingly, the Additional Notes may not beoffered or sold, directly or indirectly, and neither this offering memorandum nor any other offeringmaterial or advertisements in connection with the Additional Notes may be distributed or published, in orfrom any country or jurisdiction, except in compliance with any applicable rules and regulations of any suchcountry or jurisdiction. This offering memorandum does not constitute an offer to purchase or asolicitation of an offer to sell in any jurisdiction where such offer or solicitation would be unlawful. Personsinto whose possession this offering memorandum comes are advised to inform themselves about, and toobserve any restrictions relating to, the Offering of the Additional Notes, the distribution of this offeringmemorandum and resales of the Additional Notes. See ‘‘Transfer Restrictions,’’ ‘‘Notice to U.S. Investors,’’‘‘Notice to Investors in the European Economic Area,’’ ‘‘Notice to Investors in the United Kingdom’’ and‘‘Notice to Investors in France.’’

United States

The Additional Notes have not been and will not be registered under the U.S. Securities Act and maynot be offered, sold or resold within the United States or to, or for the account or benefit of, U.S. personsexcept in certain transactions exempt from or not subject to the registration requirements of theU.S. Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S. See‘‘Transfer Restrictions.’’

The Issuer has been advised by the initial purchaser that the initial purchaser and its broker-dealeraffiliates propose to offer the Additional Notes for resale initially to (i) persons they reasonably believe tobe ‘‘qualified institutional buyers’’ (as defined in Rule 144A under the U.S. Securities Act) in reliance on

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Rule 144A under the U.S. Securities Act, or (ii) certain eligible persons outside the United States inreliance on Regulation S under the U.S. Securities Act. Each purchaser of Additional Notes offered herebyin making the purchase will, by such purchase, be deemed to have made certain acknowledgements,representations, warranties and agreements as set forth under ‘‘Transfer Restrictions.’’ Terms used abovehave the meanings assigned to them in Rule 144A or Regulation S.

Resales of the Additional Notes are restricted as described elsewhere in this offering memorandum,including under ‘‘Notice to U.S. Investors.’’

Societe Generale is not a U.S. registered broker-dealer. To the extent that Societe Generale intends toeffect any sales of the Additional Notes in the United States, it will do so through SG AmericasSecurities, LLC or one or more other U.S. registered broker-dealers as permitted by FINRA regulations.

European Economic Area

Each initial purchaser has represented, warranted and agreed that in relation to each RelevantMember State of the EEA that has implemented the Prospectus Directive, with effect from and includingthe Relevant Implementation Date, the offer is not being made and will not be made to the public of anyAdditional Notes which are the subject of the Offering contemplated by this offering memorandum in thatRelevant Member State, other than:

(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the2010 PD Amending Directive, 150, national or legal persons (other than qualified investors asdefined in the Prospectus Directive), subject to obtaining the prior consent of the initialpurchaser nominated by the Issuer for any such offer; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided that no such offer of the Additional Notes shall require us or the initial purchaser to publish aprospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, theexpression an ‘‘offer of Additional Notes to the public’’ in relation to the Additional Notes in any RelevantMember State means the communication in any form and by any means of sufficient information on theterms of the offer and the Additional Notes to be offered so as to enable an investor to decide to purchaseor subscribe the Additional Notes, as the same may be varied in that Relevant Member State by anymeasure implementing the Prospectus Directive in that Relevant Member State and the expression‘‘Prospectus Directive’’ means Directive 2003/71/EC (and any amendments thereto, including the 2010 PDAmending Directive, to the extent implemented in the Relevant Member State), and includes any relevantimplementing measure in each Relevant Member State and the expression ‘‘2010 PD Amending Directive’’means Directive 2010/73/EU.

United Kingdom

Each initial purchaser has represented, warranted and agreed that:

(1) it has only communicated or caused to be communicated and will only communicate or cause tobe communicated any invitation or inducement to engage in investment activity (within themeaning of Section 21 of the FSMA) received by it in connection with the issue or sale of anynotes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer or theSubsidiary Guarantors; and

(2) it has complied and will comply with all applicable provisions of the FSMA with respect toanything done by it in relation to any Additional Notes in, from or otherwise involving theUnited Kingdom.

Other

In connection with the Offering, Societe Generale and its affiliates may over-allot or effecttransactions with a view to supporting the market price of the Additional Notes at a level higher than thatwhich might otherwise prevail in the open market for a limited period after the issue date or anyone actingon its behalf. However, there may be no obligation on Societe Generale and its affiliates to do this. Suchstabilizing, if commenced, may be discontinued at any time and must be brought to an end after a limited

174

period. Societe Generale and its affiliates do not intend to disclose the extent of any stabilizingtransactions or the amount of any long or short position.

• Over-allotment involves sales in excess of the offering size, which creates a short position for theinitial purchases.

• Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizingbids do not exceed a specified maximum.

• Covering transactions involve purchases of the Additional Notes in the open market after thedistribution has been completed in order to cover short positions.

• Penalty bids permit the initial purchaser to reclaim a selling concession from a broker/dealer whenthe Additional Notes originally sold by such broker/dealer are purchased in a stabilizing or coveringtransaction to cover short positions.

Application has been made to list the Additional Notes on the Official List of the Luxembourg StockExchange and to admit the Notes to trading on the Euro MTF Market, where the Existing Notes arealready admitted to trading. There is no assurance that listing and admission to trading on the Euro MTFMarket will be extended to the Additional Notes. Although the initial purchaser has informed the Issuerthat it intends to make a market in the Additional Notes, it is not obligated to do so and it may discontinuemarket making at any time without notice. Accordingly, the Issuer cannot assure you that an active tradingmarket for the Additional Notes will develop or be maintained or as to the liquidity of any trading marketfor the Additional Notes, the ability of holders of the Additional Notes to sell their Notes or the price atwhich holders would be able to sell their Notes. In addition, any such market making activity will be subjectto the limits imposed by the U.S. Securities Act and the U.S. Exchange Act. Accordingly, the liquidity ofthe trading market in the Additional Notes and the future trading price of the Additional Notes willdepend on many factors, including those disclosed under the caption entitled ‘‘Risk Factors—Risks Relatedto Our Indebtedness and the Notes—Your ability to transfer the Notes may be limited by the absence of anactive trading market, and an active trading market may not develop for the Notes.’’

Certain Relationships

The initial purchaser and certain of its affiliates from time to time have performed, and in the futurewill perform, banking, investment banking, advisory, consulting and other financial services for the Issuerand its affiliates, for which they may receive customary advisory and transaction fees and expensereimbursement. In particular, the initial purchaser or its affiliates are lenders under the Revolving CreditFacility. See ‘‘Use of Proceeds.’’ In connection with the Issuer’s cuurent Revolving Credit Facility, the initialpurchaser also acted as a coordinator.

See ‘‘Description of Other Indebtedness and Financing Arrangements—Revolving Credit FacilityAgreement.’’

In addition, in the ordinary course of their business activities, the initial purchaser and its affiliatesmay make or hold a broad array of investments and actively trade debt and equity securities (or relatedderivative securities) and financial instruments (including bank loans) for their own account and for theaccounts of their customers. Such investments and securities activities may involve securities and/orinstruments of the Issuer or Issuer’s affiliates (including the Additional Notes). The initial purchaser or itsaffiliates that have a lending relationship with the Issuer routinely hedge their credit exposure to the Issuerconsistent with their customary risk management policies. The initial purchaser and its affiliates may hedgesuch exposure by entering into transactions which consist of either the purchase of credit default swaps orthe creation of short positions in securities (including potentially the Additional Notes). Any such shortpositions could adversely affect future trading prices of Additional Notes. The initial purchaser and itsaffiliates may also make investment recommendations and/or publish or express independent researchviews in respect of such securities or financial instruments and may hold, or recommend to clients that theyacquire, long and/or short positions in such securities and instruments.

175

LEGAL MATTERS

Certain legal matters in connection with the Offering will be passed upon for the Issuer byLinklaters LLP U.S. counsel and French counsel to the Issuer. Certain legal matters in connection with theOffering will be passed upon for the initial purchaser by Latham & Watkins (London) LLP, U.S. counsel tothe initial purchaser, and Latham & Watkins AARPI, French counsel to the initial purchaser.

176

INDEPENDENT AUDITORS

The consolidated financial statements of Cegedim as of and for the years ended December 31, 2011,2012 and 2013 have been audited by Cabinet Grant Thornton and Cabinet Mazars, as stated in theirreports appearing herein.

177

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES

The Issuer of the Notes is organized under the laws of France with its registered office and principalplace of business in France. The Indenture and the Notes will be governed by New York law. All of thedirectors and executive officers of the Issuer are non-residents of the United States. Since substantially allof the assets of the Issuer and its directors and executive officers are located outside the United States, anyjudgment obtained in the United States against them, including judgments with respect to the payment ofprincipal, premium (if any) and interest on the Notes or any judgment of a U.S. court predicated upon civilliabilities under U.S. federal or state securities laws, may not be collectible in the United States.Furthermore, although the Issuer will appoint an agent for service of process in the United States and willsubmit to the jurisdiction of New York courts, in each case, in connection with any action in relation to theNotes and the Indenture or under U.S. securities laws, it may not be possible for investors to effect serviceof process on the Issuer within the United States in any action, including actions predicated upon the civilliability provisions of U.S. federal securities laws.

If a judgment is obtained in a U.S. court against the Issuer and/or its directors and executive officers,investors will need to enforce such judgment in jurisdictions where the Issuer and/or its directors andexecutive officers have assets. The enforceability of U.S. court judgments in France is described below. Asfar as the enforceability of U.S. court judgments in other countries is concerned, you should consult withyour own advisors in any pertinent jurisdictions as needed.

France

Our French counsel has advised us that the United States and France are not party to a treatyproviding for reciprocal recognition and enforcement of judgments, other than arbitral awards, rendered incivil and commercial matters. Accordingly, a judgment rendered by any U.S. federal or state court basedon civil liability, whether or not predicated solely upon U.S. federal or state securities laws, enforceable inthe United States, would not directly be recognized or enforceable in France. A party in whose favor suchjudgment was rendered could initiate enforcement proceedings (exequatur) in France before the relevantcivil court (Tribunal de Grande Instance). Enforcement in France of such U.S. judgment could be obtainedfollowing proper (i.e., non-ex parte) proceedings if the civil court is satisfied that the following conditionshave been met (which conditions, under prevailing French case law, do not include a review by the Frenchcourt of the merits of the foreign judgment):

• such U.S. judgment was rendered by a court having jurisdiction over the matter as the dispute issufficiently connected to the jurisdiction of such court, the choice of the U.S. court is not fraudulentand the French courts did not have exclusive jurisdiction over the matter;

• such U.S. judgment does not contravene French international public policy rules, both pertaining tothe merits and to the procedure of the case including the defense rights;

• such U.S. judgment is not tainted with fraud; and

• such U.S. judgment does not conflict with a French judgment or a foreign judgment which hasbecome effective in France and there are no proceedings pending before French courts at the timeenforcement of the judgment is sought and having the same or similar subject matter as suchU.S. judgment.

In addition, the discovery process under actions filed in the United States could be adversely affectedunder certain circumstances by French law No. 68-678 of July 26, 1968, as modified by French lawNo. 80-538 of July 16, 1980 and Ordinance No. 2000-916 of September 19, 2000 (relating tocommunication of documents and information of an economic, commercial, industrial, financial ortechnical nature to foreign authorities or persons), which could prohibit or restrict obtaining evidence inFrance or from French persons in connection with a judicial or administrative U.S. action. Similarly,French data protection rules (law No. 78-17 of January 6, 1978 on data processing, data files and individualliberties, as modified), can limit under certain circumstances the possibility of obtaining information inFrance or from French persons in connection with a judicial or administrative U.S. action in the contextof discovery.

We have been advised by our French counsel that if an original action is brought in France, Frenchcourts may refuse to apply the designated law if its application contravenes French public policy. In anaction brought in France on the basis of U.S. federal or state securities laws, French courts may not havethe requisite power to grant all the remedies sought.

178

LISTING AND GENERAL INFORMATION

1. Listing Information

Application has been made to list the Additional Notes on the official list of the Luxembourg StockExchange and to admit the Additional Notes to trading on the Euro MTF Market, where the ExistingNotes are listed and admitted to trading.

For so long as the Notes are listed on the Luxemburg Stock Exchange and the rules of that exchangeso require, electronic copies of the following documents, including any future amendments, may beinspected and obtained at the registered office of the Listing Agent during normal business hours on anybusiness day:

• the organizational documents of the Issuer;

• the most recent audited historical consolidated financial statements and any interim financialstatements of the Issuer;

• the Indenture (which includes the form of the Additional Notes); and

• other material agreements described in this offering memorandum as to which we specify thatcopies thereof will be made available.

2. Litigation

Except as disclosed elsewhere in this offering memorandum, neither the Issuer is involved, or hasbeen involved during the twelve months preceding the date of this offering memorandum, in any litigation,arbitration or administrative proceedings which would, individually or in the aggregate, have a materialadverse effect on their results of operations, condition (financial or other) or general affairs and, so far aseach is aware, having made all reasonable inquiries, there are no such litigation, arbitration oradministrative proceedings pending or threatened. For more information, see ‘‘Business — Litigation andOther Proceedings’’, and Note 12 to our Audited Financial Statements.

3. No Material Adverse Change

Except as disclosed in this offering memorandum, there has been no material adverse change inCegedim’s consolidated financial and trading position since December 31, 2013 (being the last day of theperiod in respect of which Cegedim published its latest annual audited consolidated financial statements).

4. Clearing Information

The Additional Notes sold pursuant to Regulation S and Rule 144A have been accepted for clearingand settlement through the facilities of Clearstream, Luxembourg and Euroclear under common codes090698427 and 090698435, respectively. The international securities identification number (‘‘ISIN’’) for theNotes sold pursuant to Regulation S is XS0906984272 and the ISIN for the Notes sold pursuant toRule 144A is XS0906984355.

5. Legal Information

The Issuer is a societe anonyme organized under the laws of France. As at December 31, 2013, theshare capital of the Company was made up of 13,997,173 shares (including 55,165 treasury shares), eachwith a nominal value of 0.9528 euros, for total share capital of 13,336,506 euros; the Company has no otheroutstanding securities granting access to its share capital. The Issuer was incorporated in France onAugust 27, 1969 and is registered with the Nanterre Trade and Companies Register under the registrationnumber 350 422 622. The registered office of the Issuer is at 137 rue d’Aguesseau, 92100 Boulogne-Billancourt, France, and its telephone number is + 33 (0)1 49 09 22 00. As described under Article 2 of theCompany’s by-laws, the corporate purpose is to operate in the information technology sector.

The Issuer’s fiscal year ends on December 31.

6. Consents

The creation and issuance of the Additional Notes has been authorized by resolutions of the Board ofDirectors of the Issuer dated April 2, 2014.

7. Statement

The Issuer accepts responsibility for the information contained in this offering memorandum. TheIssuer declares that, having taken all reasonable care to ensure that such is the case, the informationcontained in this offering memorandum is, to the best of its knowledge, in accordance with the facts anddoes not omit anything likely to affect the import of this offering memorandum.

179

INDEX TO FINANCIAL STATEMENTS

Page

Cegedim S.A.

Audited historical consolidated financial statements as at December 31, 2013

Balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2

Income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4

Statement of consolidated earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5

Statement of changes in consolidated shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6

Cash flow statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7

Statement of changes in the consolidation scope . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8

Segment information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-9

Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-13

Statutory auditors’ report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-54

Audited historical consolidated financial statements as at December 31, 2012

Balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-56

Income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-58

Statement of consolidated earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-59

Statement of changes in consolidated shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-60

Cash flow statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-61

Statement of changes in the consolidation scope . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-62

Segment information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-63

Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-65

Statutory auditors’ report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-104

Audited historical consolidated financial statements as at December 31, 2011

Balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-106

Consolidated income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-108

Statement of consolidated earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-109

Statement of changes in consolidated shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-110

Statement of changes in the consolidation scope . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-111

Cash flow statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-112

Segment information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-113

Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-117

Statutory auditors’ report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-161

F-1

CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2013

BALANCE SHEET ASSETS

12/31/2013 12/31/2012 12/31/2011In thousands of euros Net Net Net

GOODWILL ON ACQUISITION (NOTE 7) . . . . . . . . . . . . . . . . . . 528,465 613,727 725,058Development costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,791 26,408 24,446Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 207,097 183,714 167,002

INTANGIBLE ASSETS (NOTE 3) . . . . . . . . . . . . . . . . . . . . . . . . . 223,888 210,122 191,448Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 389 389 409Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,764 5,766 5,147Other tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,110 33,343 35,958Construction work in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 2,192 2,594

TANGIBLE ASSETS (NOTE 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,307 41,690 44,108Equity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 704 544 443Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,464 1,917 1,400Other long-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,793 11,445 9,637

LONG-TERM INVESTMENTS—EXCLUDING EQUITY SHARESIN EQUITY METHOD COMPANIES (NOTE 5) . . . . . . . . . . . . . 13,960 13,906 11,480

Equity shares in equity method companies (note 6) . . . . . . . . . . . . 8,599 8,143 7,645Government-Deferred tax (note 19) . . . . . . . . . . . . . . . . . . . . . . . . 42,121 57,855 48,093Accounts receivable: portion due in more than one year (note 9) . . 14,379 15,909 14,498Other receivables: portion due in more than one year (note 10) . . . 894 726 651

NON-CURRENT ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 864,615 962,078 1,042,982Services in progress (note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 186 188 305Goods (note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,428 10,798 10,274Advances and deposits received on orders . . . . . . . . . . . . . . . . . . . 428 971 1,151Accounts receivable: portion due in less than one year (note 9) . . . . 229,958 215,223 222,350Other receivables: portion due in less than one year (note 10) . . . . . 31,972 38,696 25,778Cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,515 3,862 14,041Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63,458 39,599 59,087Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,618 16,881 17,347

CURRENT ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 356,564 326,219 350,334

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,221,179 1,288,297 1,393,316

F-2

CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2013

BALANCE SHEET LIABILITIES

In thousands of euros 12/31/2013 12/31/2012 12/31/2011

Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,337 13,337 13,337Issue premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185,562 185,561 185,562Group reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 214,419 297,712 263,439Group exchange reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (238) (238) (238)Group exchange gains/losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,996) 13,736 21,058

Group earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (58,634) (85,351) 32,580

SHAREHOLDERS’ EQUITY, GROUP SHARE . . . . . . . . . . . . . . . . 345,449 424,757 515,737Minority interests (reserves) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 419 418 407Minority interests (earnings) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (43) 89 90

MINORITY INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 376 507 497

SHAREHOLDERS’ EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 345,825 425,263 516,234Financial liabilities (note 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 513,650 457,103 483,744Financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,905 13,207 14,094Deferred tax liabilities (note 19) . . . . . . . . . . . . . . . . . . . . . . . . . . 9,513 13,617 12,862Provisions (note 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,501 29,615 25,154Other liabilities (note 16) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,421 3,562 7,142

NON-CURRENT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 561,988 517,104 542,996Financial liabilities (note 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,564 72,609 51,871Financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 13 27Accounts payable and related accounts . . . . . . . . . . . . . . . . . . . . . . 108,269 91,092 92,079Tax and social liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124,764 123,872 119,517Provisions (note 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,840 4,533 5,075Other liabilities (note 16) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,922 53,810 65,516

CURRENT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 313,365 345,930 334,085

TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,221,179 1,288,297 1,393,316

F-3

CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2013

INCOME STATEMENT

In thousands of euros 12/31/2013 12/31/2012 12/31/2011

REVENUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 902,256 921,773 911,463Other operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —Capitalized production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,914 48,419 47,137Purchases used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (108,287) (111,513) (105,648)External expenses (note 17) . . . . . . . . . . . . . . . . . . . . . . . . . . . (232,012) (234,734) (240,184)Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (14,255) (14,658) (15,101)Payroll costs (note 28) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (433,458) (449,821) (442,231)Allocations to and reversals of provisions . . . . . . . . . . . . . . . . . (6,109) (5,424) (3,886)Change in inventories of products in progress and finished

products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (22) (125) 101Other operating income and expenses . . . . . . . . . . . . . . . . . . . . 650 (276) (1,224)EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155,677 153,642 150,428Depreciation expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (63,544) (63,522) (66,523)

OPERATING INCOME FROM RECURRING OPERATIONS . . 92,133 90,120 83,905Impairment of goodwill on acquisition . . . . . . . . . . . . . . . . . . . (63,300) (115,000) —Non-recurrent income and expenses . . . . . . . . . . . . . . . . . . . . . (3,241) (9,886) (7,983)

OTHER NON-RECURRING INCOME AND EXPENSESFROM OPERATIONS (NOTE 18) . . . . . . . . . . . . . . . . . . . . (66,541) (124,886) (7,983)

OPERATING INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,592 (34,766) 75,922Income from cash & cash equivalents . . . . . . . . . . . . . . . . . . . . 416 727 5,487Cost of gross financial debt . . . . . . . . . . . . . . . . . . . . . . . . . . . (48,919) (33,750) (36,433)Other financial income and expenses . . . . . . . . . . . . . . . . . . . . (11,557) (11,096) (6,723)COST OF NET FINANCIAL DEBT (NOTE 15) . . . . . . . . . . . . (60,060) (44,119) (37,669)Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (14,887) (15,863) (21,216)Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,596) 8,265 14,642

TOTAL TAXES (NOTE 19) . . . . . . . . . . . . . . . . . . . . . . . . . . . (25,483) (7,598) (6,574)Share of profit (loss) for the period of equity method companies 1,275 1,221 991Profit (loss) for the period before earnings from activities that

have been discontinued or are being sold . . . . . . . . . . . . . . . . (58,677) (85,262) 32,670Profit (loss) for the period net of income tax from activities that

have been discontinued or are being sold . . . . . . . . . . . . . . . . — — —Consolidated profit (loss) for the period . . . . . . . . . . . . . . . . . . (58,677) (85,262) 32,670

GROUP SHARE (A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (58,634) (85,351) 32,580Minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (43) 89 90Average number of shares excluding treasury stock (B) . . . . . . . 13,948,887 13,964,700 13,955,940

CURRENT EARNINGS PER SHARE (IN EUROS) . . . . . . . . . . 0.4 2.7 2.8

EARNINGS PER SHARE (IN EUROS) (NOTE 22) (A/B) . . . . . (4.2) (6.1) 2.3Diluting instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None None None

DILUTED EARNINGS PER SHARE (IN EUROS) (NOTE 23) . . (4.2) (6.1) 2.3

F-4

CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2013

STATEMENT OF CONSOLIDATED EARNINGS

In thousands of euros 12/31/2013 12/31/2012 12/31/2011

CONSOLIDATED PROFIT (LOSS) FOR THE PERIOD . . . . . . . . . . (58,677) (85,262) 32,670

Other items included in total earnings:Unrealized exchange gains/losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . (22,752) (7,321) 11,241Free shares award plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (76) 362 445Hedging of financial instruments (net of income tax) . . . . . . . . . . . . . 2,841 3,740 3,064Hedging of net investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 — 3,454Actuarial differences relating to provisions for pensions . . . . . . . . . . . (218) (3,683) (656)

ITEMS RECOGNIZED AS SHAREHOLDERS’ EQUITY NET OFINCOME TAX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20,206) (6,902) 17,548

Total earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (78,882) (92,164) 50,218Minority interests’ share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (39) 89 83ATTRIBUTABLE TO OWNERS OF THE PARENT . . . . . . . . . . . . . . (78,844) (92,254) 50,135

F-5

CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2013

STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITYReserves Conso. Unrealizedtied to reserves and exchange Total Group Minority

In thousands of euros Capital capital earnings gains/losses share interests Total

Balance as at 01/01/2011 . . . . . . . . . . . . . 13,337 185,561 274,803 6,118 479,820 486 480,306Earnings for the fiscal year . . . . . . . . . . . . 32,580 32,580 90 32,670Earnings recorded directly as shareholders’

equity• Transactions on shares . . . . . . . . . . . . . 445 445 445• Hedging of financial instruments . . . . . . . 3,064 3,064 3,064• Hedging of net investments . . . . . . . . . . 3,454 3,454 3,454• Unrealized exchange gains/losses . . . . . . . 11,248 11,248 (6) 11,242• Actuarial differences relating to provisions

for pensions(2) . . . . . . . . . . . . . . . . . . . (656) (656) (656)

TOTAL EARNINGS FOR THE FISCALYEAR . . . . . . . . . . . . . . . . . . . . . . . . 35,433 14,702 50,135 83 50,218

Total transactions with shareholders• Capital transactions• Distribution of dividends(1) . . . . . . . . . . . (13,953) (13,953) (72) (14,025)• Treasury shares . . . . . . . . . . . . . . . . . . (277) (277) (277)

TOTAL TRANSACTIONS WITHSHAREHOLDERS . . . . . . . . . . . . . . . . (14,230) (14,230) (72) (14,302)

Other changes . . . . . . . . . . . . . . . . . . . . 12 12 7 19Change in consolidation scope . . . . . . . . . . 0 (7) (7)

BALANCE AS AT 12/31/2011 . . . . . . . . . . 13,337 185,561 296,019 20,820 515,737 497 516,234Earnings for the fiscal year . . . . . . . . . . . . (85,351) (85,351) 89 (85,262)Earnings recorded directly as shareholders’

equity• Transactions on shares . . . . . . . . . . . . . 362 362 362• Hedging of financial instruments . . . . . . . 3,740 3,740 — 3,740• Hedging of net investments• Unrealized exchange gains/losses . . . . . . . (7,322) (7,322) 1 (7,321)• Actuarial differences relating to provisions

for pensions(2) . . . . . . . . . . . . . . . . . . . (3,683) (3,683) (3,683)

TOTAL EARNINGS FOR THE FISCALYEAR . . . . . . . . . . . . . . . . . . . . . . . . (84,932) (7,322) (92,254) 89 (92,164)

Total transactions with shareholders• Capital transactions . . . . . . . . . . . . . . . —• Distribution of dividends(1) . . . . . . . . . . . (62) (62)• Treasury shares . . . . . . . . . . . . . . . . . . 402 402 402

TOTAL TRANSACTIONS WITHSHAREHOLDERS . . . . . . . . . . . . . . . . 402 402 (62) 340

Other changes . . . . . . . . . . . . . . . . . . . . 871 871 (1) 870Change in consolidation scope . . . . . . . . . . (17) (17)

BALANCE AS AT 12/31/2012 . . . . . . . . . . 13,337 185,561 212,360 13,498 424,757 507 425,264

Earnings for the fiscal year . . . . . . . . . . . . (58,634) (58,634) (43) (58,677)Earnings recorded directly as shareholders’

equity• Transactions on shares . . . . . . . . . . . . . (76) (76) (76)• Hedging of financial instruments . . . . . . . 2,841 2,841 — 2,841• Hedging of net investments . . . . . . . . . . 0 0 0• Unrealized exchange gains/losses . . . . . . . (22,756) (22,756) 4 (22,752)• Actuarial differences relating to provisions

for pensions . . . . . . . . . . . . . . . . . . . . (218) (218) — (218)

TOTAL EARNINGS FOR THE FISCALYEAR . . . . . . . . . . . . . . . . . . . . . . . . (58,088) (22,756) (78,844) (39) (78,883)

Total transactions with shareholders• Capital transactions . . . . . . . . . . . . . . . —• Distribution of dividends(1) . . . . . . . . . . . (94) (94)• Treasury shares . . . . . . . . . . . . . . . . . . (234) (234) (234)

TOTAL TRANSACTIONS WITHSHAREHOLDERS . . . . . . . . . . . . . . . . (234) (234) (94) (328)

Other changes . . . . . . . . . . . . . . . . . . . . (255) (255) 2 (252)Change in consolidation scope . . . . . . . . . . 25 25 25

BALANCE AS AT 12/31/2013 . . . . . . . . . . 13,337 185,561 155,784 (9,234) 345,448 376 345,825

(1) The total amount of dividends is distributed to common shares. There are no other classes of shares. There were no issues,repurchases or redemptions of equity securities between 2011 and 2013, except for the shares acquired under the free shareaward plan.

F-6

CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2013

CASH FLOW STATEMENT

In thousands of euros 12/31/2013 12/31/2012 12/31/2011

Consolidated profit (loss) for the period . . . . . . . . . . . . . . . . . . . . . . (58,677) (85,262) 32,670Share of earnings from equity method companies . . . . . . . . . . . . . . . . (1,275) (1,221) (991)Depreciation and provisions(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127,421 178,495 63,733Capital gains or losses on disposals . . . . . . . . . . . . . . . . . . . . . . . . . . (397) (2,723) 415

CASH FLOW AFTER COST OF NET FINANCIAL DEBT ANDTAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67,072 89,289 95,827

Cost of net financial debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,060 44,119 37,669Tax expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,483 7,598 6,574

OPERATING CASH FLOW BEFORE COST OF NET FINANCIALDEBT AND TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152,615 141,006 140,070

Tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,451) (28,097) (19,776)Change in working capital requirements for operations: RequirementChange in working capital requirements for operations: Surplus . . . . . 9,424 4,033 21,249

CASH FLOW GENERATED FROM OPERATING ACTIVITIESAFTER TAX PAID AND CHANGE IN WORKING CAPITALREQUIREMENTS (A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149,588 116,942 141,543

Acquisitions of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . (51,051) (51,993) (50,538)Acquisitions of tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (22,340) (26,897) (29,644)Acquisitions of long-term investments . . . . . . . . . . . . . . . . . . . . . . . . (2,914) (2,090) (2,084)Disposals of tangible and intangible assets . . . . . . . . . . . . . . . . . . . . . 4,674 1,149 2,083Disposals of long-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0Impact of changes in consolidation scope . . . . . . . . . . . . . . . . . . . . . . (1,697) (18,587) (1,422)Dividends received from equity method companies . . . . . . . . . . . . . . . 884 733 662

NET CASH FLOWS GENERATED BY INVESTMENTOPERATIONS (B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (72,444) (97,645) (80,943)

Dividends paid to parent company shareholders . . . . . . . . . . . . . . . . . 0 0 (13,953)Dividends paid to the minority interests of consolidated companies . . . (94) (62) (72)Capital increase through cash contribution . . . . . . . . . . . . . . . . . . . . . 0 0 0Loans issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 300,000 0 200,000Loans repayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (290,857) (33,327) (222,558)Interest paid on loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (43,413) (30,413) (32,300)Other financial income and expenses paid or received . . . . . . . . . . . . (8,339) (5,345) 1,050NET CASH FLOWS RELATED TO FINANCING OPERATIONS (C) . (42,703) (69,147) (67,833)

CHANGE IN CASH EXCLUDING CURRENCY EFFECT(A + B + C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,441 (49,850) (7,233)

Impact of changes in foreign currency exchange rates . . . . . . . . . . . . . (1,668) (426) 931

CHANGE IN CASH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,773 (50,276) (6,302)Opening net cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,454 71,730 78,032Closing net cash (note 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,227 21,454 71,730

(1) Including impairment of goodwill on acquisition in the amount of A115m as at 12/31/2012 and A63.3m as at 12/31/2013.

F-7

CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2013

STATEMENT OF CHANGES IN THE CONSOLIDATION SCOPE

% owned Consolidation% owned during the Consolidation method during

during the previous method during the previousCompanies involved year year the year year Comments

Companies entering theconsolidation scope

Cegedim Kazakhstan . . . . . 100.00% — FC — CreationCegedim Support Montargis . 100.00% — FC — CreationTech Care Solutions . . . . . . 50.00% — EM — CreationWebstar Health Limited . . . 100.00% — FC — Acquisition

Companies leaving theconsolidation scope

ToA of Rosenwald toRosenwald . . . . . . . . . . . . — 100.00% — FC Cegedim SA

ToA of AJLB Services toAJLB Services . . . . . . . . . . — 100.00% — FC Asp LineCAMM Eastern Europe . . . 100.00% 100.00% FC FC LiquidationCegedim Equator . . . . . . . . 100.00% 100.00% FC FC Liquidation

F-8

SEGMENT INFORMATION AS AT DECEMBER 31, 2013

INCOME STATEMENTS ITEMS AS AT DECEMBER 31, 2013

CRM andstrategic Healthcare Insurance Total rest

In thousands of euros data Professionals and Services Reconciliation 12/31/2013 Total France of world

Sector income

A Outside Group sales . . . . . . . . . . . 452,821 288,844 159,965 626 902,256 515,549 386,707

B Sales to other Group sectors . . . . . . 11,892 6,826 4,874 20,787 44,379 42,492 1,888

A + B Total sector revenue . . . . . . . . . . . 464,713 295,670 164,839 21,413 946,635 558,041 388,595

Sector earnings

D Operating income from recurringoperations . . . . . . . . . . . . . . . . 38,279 35,476 24,735 (6,358) 92,133

E Current EBITDA . . . . . . . . . . . . . 62,653 59,709 38,565 (5,251) 155,677

Operating margin (in %)

D/A Operating margin from recurringoperations outside Group . . . . . . . . 8.5% 12.3% 15.5% n.m 10.2%

E/A EBITDA margin from ordinaryactivities outside Group . . . . . . . . . 13.8% 20.7% 24.1% n.m 17.3%

Depreciation expenses by sector . . . . 24,374 24,233 13,829 1,107 63,544

GEOGRAPHICAL BREAKDOWN OF 2013 CONSOLIDATED REVENUE

Euro zoneExcluding Pound US dollar Rest of

In thousands of euros France France sterling zone zone World 12/31/2013

Geographical breakdown . . . . . . . . . . . . . . . 515,549 89,219 82,349 96,167 118,972 902,256% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57% 10% 9% 11% 13% 100%

BALANCE SHEET AS AT DECEMBER 31, 2013

CRM and Insurancestrategic Healthcare and Total Total rest

In thousands of euros data Professionals Services Reconciliation 12/31/2013 France of world

Sector assets (net values)Goodwill on acquisition

(note 7) . . . . . . . . . . . . 360,868 119,539 48,058 — 528,465 120,827 407,638Intangible assets (note 3) . 129,505 46,775 45,149 2,458 223,888 194,033 29,855Tangible assets (note 4) . . 15,958 9,101 4,157 3,091 32,307 18,985 13,323Equity shares accounted

for using the equitymethod (note 6) . . . . . . 96 8,419 85 0 8,599 112 8,487

NET TOTAL . . . . . . . . . . 506,428 183,834 97,449 5,549 793,260 333,956 459,303

Investments for the year(gross values)

Goodwill on acquisition . . — 1,987 200 — 2,187 200 1,987Intangible assets (note 3) . 28,132 12,035 10,648 236 51,051 43,971 7,080Tangible assets (note 4) . . 3,918 16,785 1,365 230 22,298 17,629 4,699Equity shares accounted

for using the equitymethod (note 6) . . . . . . — — 53 — 53 — 53

TOTAL BRUT . . . . . . . . . 32,050 30,807 12,265 465 75,588 61,800 13,788

Sector liabilities

Non-current liabilitiesProvisions (note 12) . . . . . 12,611 8,033 6,856 — 27,501 25,932 1,568Other liabilities (note 16) . 2,421 — — — 2,421 — 2,421

Current liabilitiesAccounts payable and

related accounts . . . . . . 73,754 23,116 11,156 243 108,269 44,810 63,459Tax and social liabilities . . 67,172 25,652 30,475 1,465 124,764 80,022 44,742Provisions (note 12) . . . . . 3,645 1,278 917 — 5,840 2,679 3,161Other liabilities (note 16) . 13,355 22,400 13,846 321 49,922 34,267 15,655

F-9

SEGMENT INFORMATION AS AT DECEMBER 31, 2012

INCOME STATEMENTS ITEMS AS AT DECEMBER 31, 2012

CRM andstrategic Healthcare Insurance Total rest

In thousands of euros data Professionals and Services Reconciliation 12/31/2012 Total France of world

Sector income

A Outside Group sales . . . . . . . . . . . 482,864 287,255 151,235 419 921,773 481,829 439,944

B Sales to other Group sectors . . . . . . 17,065 9,252 13,326 20,390 60,033 57,702 2,331

A + B Total sector revenue . . . . . . . . . . . 499,929 296,507 164,561 20,809 981,806 539,531 442,275

Sector earnings

D Operating income from recurringoperations . . . . . . . . . . . . . . . . 37,606 35,618 22,435 (5,539) 90,120

E Current EBITDA . . . . . . . . . . . . . 63,962 59,429 34,542 (4,291) 153,642

Operating margin (in %)

D/A Operating margin from recurringoperations outside Group . . . . . . . . 7.8% 12.4% 14.8% n.m 9.8%

E/A EBITDA margin from ordinaryactivities outside Group . . . . . . . . . 13.2% 20.7% 22.8% n.m 16.7%

Depreciation expenses by sector . . . . 26,356 23,811 12,107 1,248 63,522

GEOGRAPHICAL BREAKDOWN OF 2012 CONSOLIDATED REVENUE

Euro zoneExcluding Pound US dollar Rest of

In thousands of euros France France sterling zone zone World 12/31/2013

Geographical breakdown . . . . . . . . . . . . . 481,829 119,857 84,937 105,667 129,482 921,773% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52% 13% 9% 11% 14% 100%

BALANCE SHEET AS AT DECEMBER 31, 2012

CRM and Insurancestrategic Healthcare and Total Total rest

In thousands of euros data Professionals Services Reconciliation 12/31/2012 France of world

Sector assets (net values)Goodwill on acquisition

(note 7) . . . . . . . . . . . . 446,577 119,292 47,858 — 613,727 120,627 493,100Intangible assets (note 3) . 113,806 42,432 51,212 2,673 210,122 189,251 20,871Tangible assets (note 4) . . 20,855 13,361 4,948 3,526 41,690 22,607 19,083Equity shares accounted

for using the equitmethod (note 6) . . . . . . 49 8,043 49 0 8,142 82 8,060

NET TOTAL . . . . . . . . . . 581,288 182,128 104,067 6,198 873,681 332,567 541,114

Investments for the year(gross values)

Goodwill on acquisition . . 44 12,619 37 — 12,700 12,656 44Intangible assets (note 3) . 30,592 9,798 11,252 350 51,992 45,329 6,663Tangible assets (note 4) . . 6,398 18,954 1,616 68 27,036 18,528 8,508Equity shares accounted

for using the equitymethod (note 6) . . . . . . 49 — — — 49 49 —

GROSS TOTAL . . . . . . . . 37,083 41,372 12,905 418 91,778 76,563 15,215

Sector liabilities

Non-current liabilitiesProvisions (note 12) . . . . . 14,376 7,906 7,334 — 29,615 25,485 4,130Other liabilities (note 16) . 3,192 — 370 — 3,562 384 3,178

Current liabilitiesAccounts payable and

related accounts . . . . . . 58,273 21,548 10,908 363 91,092 44,426 46,666Tax and social liabilities . . 70,897 24,950 27,926 100 123,872 80,875 42,998Provisions (note 12) . . . . . 3,641 701 191 — 4,533 1,265 3,268Other liabilities (note 16) . 12,571 21,719 18,948 571 53,810 37,491 16,319

F-10

SEGMENT INFORMATION AS AT DECEMBER 31, 2012 (Continued)

Changes have been carried out regarding the IFRS financial statements as at December 31, 2012,initially published on March 6, 2013. These changes are due to the reallocation of companies related totheir business segment. These changes mainly impact three sectors. It consists in reallocating ‘‘CRM andStrategic Data’’ companies to ‘‘Health Professionals’’ and ‘‘Reconciliation’’. These changes have beenincorporated into each item in every segment as at December 31, 2012 for the following amounts:

CRM and InsuranceStrategic Healthcare and Total Total rest

In thousands of euros Data Professionals Services Reconciliation 12/31/2012 France of world

Sector incomeOutside Group sales . . . . . . . 488,145 282,595 151,033 — 921,773 481,829 439,944Reallocation . . . . . . . . . . . . (5,281) 4,660 202 419 — — —

Non-Group sales asDecember 31, 2012 . . . . . . . 482,864 287,255 151,235 419 921,773 481,829 439,944

Sales to other Group sectors(published) . . . . . . . . . . . 33,277 9,194 12,443 — 54,914 51,711 3,202

Reallocation . . . . . . . . . . . . (16,212) 58 883 20,390 5,119 5,989 (871)

Sales to other Group sectors asat December 31, 2012 . . . . . 17,065 9,252 13,326 20,390 60,033 57,701 2,332

Total sector revenue(published) . . . . . . . . . . . 521,422 291,789 163,476 — 976,687 533,541 443,146

Reallocation . . . . . . . . . . . . (21,493) 4,718 1,085 20,809 5,119 5,989 (871)

SECTOR TOTAL REVENUESAS AT DECEMBER 31, 2012 499,929 296,507 164,561 20,809 981,806 539,530 442,275

CRM andStrategic Healthcare Insurance

In thousands of euros Data Professionals and Services Reconciliation 12/31/2012

Sector earningsOperating income from recurring

operations (published) . . . . . . . . . . . . . 32,697 35,172 22,251 — 90,120Reallocation . . . . . . . . . . . . . . . . . . . . . . 4,909 446 184 (5,539) —

Operating income from recurringoperations as at December 31, 2012 . . . 37,606 35,618 22,435 (5,539) 90,120

Depreciation expenses by sectorAmortization charges (published) . . . . . . 27,644 23,808 12,070 — 63,522Reallocation . . . . . . . . . . . . . . . . . . . . . . (1,288) 3 37 1,248 —

Depreciation expenses as atDecember 31, 2012 . . . . . . . . . . . . . . . 26,356 23,811 12,107 1,248 63,522

CRM and InsuranceStrategic Healthcare and Total Total rest

In thousands of euros Data Professionals Services Reconciliation 12/31/2012 France of world

Sectorial assetsGoodwill on acquisition

(published) . . . . . . . . . . 444,813 118,705 50,209 — 613,727 120,627 493,100Reallocation . . . . . . . . . . . 1,764 587 (2,351) — 0 — —Goodwill on acquisition at

December 31, 2012 . . . . . 446,577 119,292 47,858 0 613,727 120,627 493,100Tangible assets (published) . . 24,528 12,355 4,807 — 41,690 22,607 19,083Reallocation . . . . . . . . . . . (3,673) 6 141 3,526 — — —Tangible assets at

December 31, 2012 . . . . . 20,855 12,361 4,948 3,526 41,690 22,607 19,083

F-11

SEGMENT INFORMATION AS AT DECEMBER 31, 2012 (Continued)

CRM and InsuranceStrategic Healthcare and Total Total rest

In thousands of euros Data Professionals Services Reconciliation 12/31/2012 France of world

Investments during the year(gross values)

Acquisitions of intangibleassets . . . . . . . . . . . . . . . 30,942 9,798 11,252 — 51,992 45,329 6,663

Reallocation . . . . . . . . . . . . (350) — — 350 — — —Acquisitions of intangible

assets as at December 31,2012 . . . . . . . . . . . . . . . 30,592 9,798 11,252 350 51,992 45,329 6,663

Acquisitions of tangible assets(published) . . . . . . . . . . . 6,479 18,951 1,606 — 27,036 18,528 8,508

Reallocation . . . . . . . . . . . . (81) 3 10 68 — — —Acquisitions of tangible assets

as at December 31, 2012 . . 6,398 18,954 1,616 68 27,036 18,528 8,508

CRM and InsuranceStrategic Healthcare and Total Total rest

In thousands of euros Data Professionals Services Reconciliation 12/31/2012 France of world

Sector liabilities

Non-current liabilitiesProvisions (published) . . . . . 14,466 7,857 7,293 — 29,615 25,485 4,130Reallocation . . . . . . . . . . . . (90) 49 41 — — — —Provisions as at December 31,

2012 . . . . . . . . . . . . . . . 14,376 7,906 7,334 — 29,615 25,485 4,130Other liabilities (published) . . 3,192 — 370 — 3,562 384 3,178Reallocation . . . . . . . . . . . . — — — — — — —Other liabilities as at

December 31, 2012 . . . . . . 3,192 — 370 — 3,562 384 3,178

Current liabilitiesAccounts payable and related

accounts (published) . . . . . 59,016 21,490 10,586 — 91,092 44,426 46,666Reallocation . . . . . . . . . . . . (743) 58 322 363 — — —Accounts payable and related

accounts as atDecember 31, 2012 . . . . . . 58,273 21,548 10,908 363 91,092 44,426 46,666

Tax and social securityliabilities (published) . . . . . 71,780 24,672 27,421 — 123,873 80,875 42,998

Reallocation . . . . . . . . . . . . (883) 278 505 100 — — —Tax and social security

liabilities as atDecember 31, 2012 . . . . . . 70,897 24,950 27,926 100 123,873 80,875 42,998

Provisions (published) . . . . . 3,641 701 191 — 4,533 1,265 3,268Reallocation . . . . . . . . . . . . — — — — — — —Provisions as at December 31,

20 . . . . . . . . . . . . . . . . . 3,641 701 191 0 4,533 1,265 3,268Other liabilities (published) . . 13,338 21,547 18,925 — 53,810 37,491 16,319Reallocation . . . . . . . . . . . . (767) 172 23 571 — — —Other liabilities as at

December 31, 2012 . . . . . . 12,571 21,719 18,948 571 53,810 37,491 16,319

F-12

NOTES AND ADDITIONAL TABLES

DETAILED SUMMARY OF THE NOTES TO THE FINANCIAL STATEMENTS

Page

HIGHLIGHTS OF THE 2013 FISCAL YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-14

VALUATION BASES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-15

NOTE 1. List of consolidated companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-26

NOTE 2. Impact of change in consolidation scope . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-29

NOTE 3. Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-29

NOTE 4. Tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-30

NOTE 5. Non-current long term investments (excluding shares from equity method companies) F-30

NOTE 6. Equity-method investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-30

NOTE 7. Goodwill on acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-31

NOTE 8. Inventory and work in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-33

NOTE 9. Account receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-34

NOTE 10. Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-35

NOTE 11. Breakdown of equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-35

NOTE 12. Total current and non-current provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-36

NOTE 13. Retirement commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-36

NOTE 14. Net financial debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-39

NOTE 15. Cost of net financial debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-44

NOTE 16. Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-44

NOTE 17. External expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-44

NOTE 18. Other non-recurring income and expenses from operations . . . . . . . . . . . . . . . . . . . F-45

NOTE 19. Deferred tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-45

NOTE 20. Lease commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-47

NOTE 21. Restatement of finance lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-48

NOTE 22. Earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-48

NOTE 23. Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-49

NOTE 24. Off-balance sheet commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-49

NOTE 25. Related companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-50

NOTE 26. Manager’s compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-51

NOTE 27. Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-51

NOTE 28. Employee costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-51

NOTE 29. Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-51

NOTE 30. Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-51

NOTE 31. Treasury shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-51

NOTE 32. Disposal of receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-53

NOTE 33. Auditors’ fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-53

NOTE 34. Subsequent Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-53

NOTE 35. Seasonality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-53

F-13

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

HIGHLIGHTS OF THE 2013 FISCAL YEAR

On March 20, 2013 Cegedim carried out a senior bond issue for 300 million euros at 6.75% maturingApril 1, 2020 (Regulation S, Rule 144A). The bonds have been priced at 100% of their face value.

Cegedim used the issue proceeds to:

• redeem the 7% bonds maturing in 2015, further to a redemption offer at 108% (111.5 million eurosat par value). Including unpaid and past-due interest, the amount comes to 121.5 million euros. Thebonds still in circulation amount to 168.6 million euros;

• repay the 140 million euros term loan;

• repay drawings on the revolving credit for an amount of 30 million euros;

• pay costs and expenditures related to these operations.

INTANGIBLE ASSETS IMPAIRMENT

CRM and Strategic Data business plan adjustment led the Group to recognize an impairment ofgoodwill affected to this sector in the consolidated accounts for an amount of 63.3 million euros(see note 7).

To the best of the Company’s knowledge, there have been no other events or changes other than thosementioned above with a significant effect on the Group’s financial position.

Accounting principles

ACCOUNTING STANDARDS

Pursuant to European Regulation no. 1606/2002 of July 19, 2002 20 on the application of internationalaccounting standards, amended by EC Regulation no. 297/2008 of March 11, 2008 and subsequentEuropean Regulations on IAS/IFRS standards, the consolidated financial statements of the CegedimGroup were closed on December 31, 2013 in accordance with international accounting standards. Theinternational accounting standards include the IFRS (‘‘International Financial Reporting Standards’’), theIAS (‘‘International Accounting Standards’’) and their mandatory application interpretations on theclosing date.

The consolidated financial statements were approved by the Board of Directors of Cegedim SA attheir Meeting of March 7, 2014, and will be submitted to the General Meeting for approval.

NORMS AND NEW INTERPRETATIONS APPLICABLE ON OR AFTER JANUARY 1, 2013

The new IFRS standards, interpretations and modifications, as adopted by the European Union forfiscal years starting on or after January 1, 2013, were applied by the Company and did not result in anysignificant changes in the valuation methods for the assets, liabilities, income and expenses.

The new standards, modifications and interpretations that are mandatorily applicable for the 2013annual financial statements are the following:

• Amendments to IAS 1—Presentation of other comprehensive income. Separate presentation ofitems accounted as reclassifiable reserves and those accounted as non-reclassifiable reserves;

• Amendments to IAS 12—Deferred Tax: recovery of underlying assets;

• Amendments to IFRS 7—Disclosures in the event of transfers of financial assets;

• IFRS 13—Fair value measurement.

NORMS AND INTERPRETATIONS ADOPTED BY IASB BUT NOT YET APPLICABLE AS ATDECEMBER 31, 2013

The Group has not yet anticipated any of the new norms and interpretations whose application isforeseen on January 1, 2013:

• Amendments to IAS 32—Offsetting of financial assets and liabilities;

F-14

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

• Amendment to IAS 36—Information must be provided regarding the recoverable value ofnon-financial assets;

• Amendment to IAS 39—Novation of derivatives and continuation of hedge accounting;

• Amendment to IAS 28—Investments in associates and joint ventures;

• IFRIC 21—Duties and Taxes;

• IFRS 10—Consolidated financial statements;

• IFRS 11—Partnerships;

• IFRS 12—Disclosure of interests in other entities;

• IFRS 10, 11, 12—Transition guidance.

VALUATION BASES

General principle

The financial statements are mainly prepared according to the historic cost principle; one of theexceptions is derivative instruments and financial assets available for sale, which are valued at theirfair value.

Use of estimates and assumptions

In order to prepare the financial statements, the management of the Group or the subsidiaries mustmake estimates and use certain assumptions that impact the value of the assets and liabilities, the valuationof positive and negative contingencies on the closing date, as well as income and expenses for thefiscal year.

Due to the uncertainties inherent in any valuation process, the Group revises its estimates based onregularly updated information. It is possible that the future results of the operations involved will differfrom these estimates.

The assumptions and estimates primarily concern:

• the valuation of the recoverable value of assets (assumptions described in the § ‘‘Impairment ofAssets’’ and in note 7);

• the valuation of retirement obligations (assumptions described in note 13).

Consolidation methods

Subsidiaries and equity investments are included in the consolidation scope on the date on whichcontrol is effectively transferred to the Group, while subsidiaries and equity investments sold are excludedfrom the consolidation scope on the date on which control is lost.

Subsidiaries over which the Group exercises exclusive control are consolidated using the fullconsolidation method, even if the percentage held is less than 50%. Exclusive control is assumed to exist ifthe parent company directly or indirectly holds the power to dictate the financial and operational policiesof a company so as to benefit from its activities.

• The full consolidation method used is the method by which the assets, liabilities, income andexpenses are fully consolidated. The share in net assets and net earnings attributable to the minorityshareholders is presented separately as minority interests in the consolidated balance sheet and theconsolidated income statement.

• Equity investments over which the Group exercises joint control with a limited number of othershareholders are consolidated using the proportional consolidation method.

• Equity investments over which the Group exercises significant influence are consolidated using theequity method. Significant influence is presumed if the Group holds a percentage of voting rightsgreater than or equal to 20%. According to this method, the Group records the ‘‘share of the profit

F-15

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(loss) for the period of the companies consolidated using the equity method’’ on a specific line ofthe consolidated income statement.

The list of consolidated companies is set out in note 1. Some companies, insignificant from theGroup’s perspective, are not consolidated.

Business combinations (IFRS 3)

Business combinations are accounted for using the acquisition method in accordance with theprovisions of standard IFRS 3—Business combinations.

The assets, liabilities and contingent liabilities of the identified entity acquired are accounted for attheir fair value.

The difference between the acquisition price and the Group’s interest in the net fair value of assets,liabilities and contingent liabilities of the acquired entity at the acquisition date is recorded as goodwill.

In general, the acquisitions made by the Group correspond to acquisitions of market shares leading tolimited allocations of acquisition goodwill. If the acquisition price is less than the fair value of theidentified assets, liabilities and contingent liabilities acquired, the difference is immediately recognized as‘‘badwill’’ in the income statement.

Goodwill on acquisition is recorded in the functional currency of the entity acquired. Standard IAS 21(§ 47) requires that goodwill on acquisition in foreign currencies be recognized at the closing rate on eachaccounting closing date and not at the historical cost.

Goodwill on acquisition is not depreciated and is subject, in accordance with revised standard IAS 36,to impairment testing when an impairment indicator is identified and at least once a year (see§ ‘‘Impairment of Assets’’). If necessary, impairments are recorded as ‘‘Other non-recurring income andexpenses from operations.’’

Goodwill on acquisition

Commercial goodwill acquired in connection with business combinations for which the length ofconsumption of the future economic benefits cannot be determined is not depreciated. However, inaccordance with IAS 36 (revised), they are subject to impairment testing whenever an impairmentindicator is identified and at least once a year (see § ‘‘Impairment of Assets’’).

If the current value of commercial goodwill is less than the net book value, the difference in value isrecorded on the income statement.

The current value is estimated based on the present and future profitability of the division concerned.

Intangible assets (IAS 38)

INTANGIBLE ASSETS ACQUIRED SEPARATELY OR IN CONNECTION WITH A BUSINESSCOMBINATION

The intangible assets acquired separately (primarily software) are recorded initially at theirhistorical cost.

They are recognized when (1) it is probable that future economic benefits attributable to them will goto the Group and (2) their cost can be measured reliably.

Intangible assets acquired in connection with business combinations are recorded at their fair value atthe acquisition date.

Intangible assets of which the useful life is over are then assessed and recognized according to the costmodel. The depreciable base (cost reduced by the Residual value) is amortized over its useful life. Theymay be depreciated in the event of a loss of value (cf § depreciations of assets).

Their value is monitored regularly. If necessary, resulting changes are recognized.

With the exception of commercial goodwill, intangible assets are depreciated using the straight-linemethod over their useful life (excluding goods with an indefinite life span). The value of depreciated

F-16

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

intangible assets is tested if an impairment indicator is identified. If necessary, impairments are recordedas ‘‘Other non-recurring income and expenses from operations.’’

RESEARCH AND DEVELOPMENT/INTERNALLY DEVELOPED SOFTWARE

Research expenses are recorded as expenses for the fiscal year during which they were incurred.

Development costs for new internal projects are capitalized if the following criteria are fully satisfiedin accordance with IAS 38:

• the project is clearly identified and the related costs are separable and tracked reliably;

• the technical feasibility of the project has been demonstrated, and the Group has the intention andthe financial capacity to complete the project and use or sell the products resulting from the project;

• it is probable that the developed project will generate future economic benefits that will flow tothe Group.

Otherwise, the development costs are recorded as expenses for the fiscal year during which theywere incurred.

Once in use, an asset whose development is complete is removed from the development costs itemand recognized under the corresponding asset item (generally software).

Depreciation is calculated as of the moment the fixed asset is in use and is calculated over itsforeseeable useful life.

Project type Duration Mode Number of projects

Structuring projects . . . . . . . . . . . . . . . 15-20 years Straight-line Very limited number of projectsStrategic projects . . . . . . . . . . . . . . . . . 8-10 years Straight-line Limited numberCurrent developments . . . . . . . . . . . . . 5 years Straight-line Core of the Group’s projectsTargeted projects . . . . . . . . . . . . . . . . . 2-4 years Straight-line Limited number

Tangible assets (IAS 16)

Tangible assets consist primarily of computer hardware and production equipment and are recorded attheir purchase cost less accumulated depreciation and impairment losses.

The useful lives of the fixed assets are revised periodically. If necessary, resulting changesare recognized.

Depreciation is calculated based on the economic service life, the depreciable basis used being thepurchase cost less any estimated residual value.

The following depreciation terms (period and method) are used:

AverageDescription length Mode

Computer hardwareMicrocomputers for office use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-4 years Straight-lineServer systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5-15 years Straight-line

Industrial equipmentPrinting equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8-10 years Straight-lineIndustrial equipment and machinery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5-8 years Straight-lineFixtures and facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8-15 years Straight-lineTransportation equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 years Straight-lineOffice equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 years Straight-lineMoveable property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 years Straight-line

Additionally, IAS 16 prescribes the separate component approach for assets that can be broken downinto elements that each have different uses or offer economic benefits at a different rate. In the CegedimGroup, this involves buildings consisting of administrative offices and industrial facilities (shop, warehouse,

F-17

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

storage area, etc.) for which separate depreciation plans have been established based on the useful life ofthe various components (shell, facades and waterproofing, general and technical facilities, fixtures).

The useful lives of tangible assets are reviewed periodically and may be modified prospectivelydepending on the circumstances.

Tangible assets are subject to impairment testing if an impairment indicator is identified. If necessary,additional impairment is recorded in the income statement as ‘‘Other non-recurring income and expensesfrom operations.’’

Finance leases (IAS 17)

A finance lease is a lease agreement that transfers almost all risks and benefits of ownership of anasset to the lessee.

Assets used for lease agreements are capitalized at their fair value and offset against a financial debt ifthese lease agreements effectively transfer virtually all the risks and benefits inherent in ownership of thisproperty to the Group. Lease payments are broken down into financial expense (recorded as ‘‘Cost of netfinancial debt’’) and debt retirement.

Assets that are the object of financial leases are depreciated over the same periods as owned propertyof the same category.

Impairment of assets (IAS 36)

CASH GENERATING UNITS (CGU)

Impairment tests are performed on the Cash Generating Units (CGUs) to which these assets may beallocated. The CGU is the smallest identifiable group of assets that generates cash flows which are largelyindependent of the cash inflows generated by other assets or groups of assets. CGUs generally correspondto a set of entities contributing to the same sector of activity (type of services) and using the same tools.

CGUs follow the divisions of the Group’s main sectors of activity, which are further dividedthemselves into separate industry components if they are relevant to the definition of the cash flows.Business activities were first separated into CGUs in 2007. That separation was revisited in the first half of2013 with the assistance of an outside consulting firm. The Group re-examined the levels at which it hadcombined those cash generating units to which goodwill had been allocated from the CRM and strategicdata business. The geographic areas to which it was no longer possible to directly allocate cash flows oftheir own were recombined, making from this sector a single Cash Generating Unit: CRM andstrategic data.

Over the past few years this business segment has actually made deep changes to the way it isorganized and to its product line, in order to meet the challenges created by the globalization of its marketsProducts are defined on a common global platform, with strong synergies among business lines and R&Dcarried out centrally. The marketing and sales departments have become multinational and themanagement reporting system is organized centrally, with the consequence that the decision-makingautonomy of the geographic areas has nearly disappeared. This development was gradual and became fullyfunctional in the first half of 2013. The overlaps occur in administration and finance and make impracticalthe geographic segmentation of cash flows in the CRM and strategic data division.

Following this reorganization, the Cegedim Group now consists of four CGUs. The ‘‘Reconciliation’’sector is not a CGU as it does not include operational business.

The sectors of Activity and CGUs are as follows:

• ‘‘CRM and strategic data’’: this sector includes all the services intended for pharmaceuticallaboratories throughout the world. The industry components of this sector are not strictly separate.They have strong synergies in that they revolve around a skills center and a shared database.

• ‘‘Healthcare professionals’’: this sector groups together all services for medical professionals. Thereare two major industry software and components and two CGUs, thus a distinction between servicesfor physicians and services for pharmacists;

F-18

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

• ‘‘Insurance and services’’: this sector is a CGU to itself It brings together the know-how needed todevelop services for insurance companies, mutuals and other organizations involved in theprocessing of healthcare flows.

For impairment testing purposes, as of the acquisition date, goodwill acquired within a businesscombination is allocated to the CGU that is likely to benefit from the synergies of the combination. Thisassignment is also consistent with the manner in which the Group’s management monitors theperformance of operations.

DISCOUNT RATE

The Group uses a single rate for all CGUs. The skills center and databases used to support all of theseGroup services are centralized and the distribution is local. In addition, Cegedim’s customers in its corebusiness are worldwide groups with whom we increasingly write multinational contracts.

Also, given that the value of an asset is independent of its financing method, the discount rate usedcorresponds to a zero-debt cost of equity. This is consistent with the recommendations of IAS 36,appendices 15 to 21.

The Group has mandated an independent firm of experts to calculate this discount rate. Thecalculations mainly refer to comparable stock samples and benchmark indexes to determine Cegedim’sown risk premium and coefficient. It is updated as required according to market conditions and at leastonce a year.

In compliance with IAS 36, impairment tests are carried out using a pre-tax discount rate that includesa target debt-equity ratio applicable to Cegedim’s activity sector and an industry risk coefficient that is alsore-indebted. This pre-tax rate amounts to 9.92% as at December 31, 2013. It is applicable to operating cashflows before income taxes. As at December 31, 2012, Cegedim used a discount rate of 10.86%.

The recoverable amount of a CGU is the higher of its fair value less costs to sell and value in use.

The Group evaluates the recoverability of its long-term assets as follows:

• amortized Intangible Assets (software, databases).

Although these intangible assets are amortized, they are individually monitored. This monitoring isbased on indices intended to detect a possible loss of value, namely the productivity of the asset orbusiness opportunities. In the presence of a loss of value, the Group carries out an impairment testthat may result in the recognition of additional impairment;

• unamortized Intangible Assets (trademarks, goodwill on acquisition).

Once a year, the Group performs impairment tests to assess the possible loss of value for these assets.Business plans are set for each CGU from which the net present value of expected future cash flows for theCGU using the DCF (Discounted Cash Flow) method is calculated. The length used for business plans isfive years.

The discount rate is determined as explained above.

The perpetuity growth rate chosen is based on economic data that is weighted so as to reflect thespecificities of the Cegedim Group.

An independent firm of experts has been mandated to calculate this rate, which is 2% through the endof 2012. At the close of 2013 it was lowered to 1.5% in the CRM and strategic data sector as well as in theSoftware for Pharmacists CGU, so as to incorporate into the projections needed to calculate the terminalvalue, the moderation which was applied in the revision of the business plans. The other CGUs continue toshow a terminal growth rate of 2%.

Sensitivity tests are conducted on various parameters, namely by varying the assumptions used for thediscount rate, the perpetuity growth rate, and EBIT and Free Cash Flow growth. In addition to theseannual impairment tests, the Group individually monitors these assets in the same manner as amortizedintangible assets.

F-19

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Indications of a loss in value specifically account for changes in revenues and the operating margins ofthe CGUs to which the assets are allocated. Where a risk of impairment is identified, the Group performsan impairment test that may result in the recognition of additional impairment.

A loss in value is recognized if the recoverable amount of an asset or of a CGU is less than itsbook value.

If the CGU tested includes goodwill on acquisition, the impairment is first allocated to this goodwill.Impairment is recognized under ‘‘Other non-recurring income and expenses from operations’’ and isclearly explained in the notes to the consolidated financial statements.

Long-term investments (IAS 32/IAS 39)

Equity investments in non-consolidated companies are classified as securities available for sale. Theyare initially recorded at the purchase cost, and then subsequently valued at their fair value, if this fair valuecan be determined reliably.

Changes in fair value are accounted for in a separate item of shareholders’ equity until the securitiesare effectively sold, at which time the transaction is recognized in the income statement.

Furthermore is where an identifiable loss of value is considered to be durable with regard to thecircumstances, it is recognized in financial earnings.

Loans granted are accounted for at their amortized cost and are impaired if there is an objectiveindication they may be impaired. Long- term financial receivables are discounted if the effect ofdiscounting is deemed significant.

Deferred taxes (IAS 12)

Deferred taxes are calculated using the variable tax rate method for all temporal differences betweenthe book value entered in the consolidated financial statements and the tax basis of the Group’s assets andliabilities. Deferred tax assets and liabilities are valued at the tax rate expected to be applied for the fiscalyear during which the asset will be realized or the liability paid, based on the tax rates approved on theclosing date.

Deferred tax assets on deductible temporal differences and on unused tax losses carried forward arerecognized to the extent that it is likely that future taxable profits will be offset by as yet unused tax losses.

Deferred tax assets and liabilities are not discounted. They are offset when (1) the entity has a legallyenforceable right to offset tax assets and liabilities, (2) they relate to income taxes levied by the sametaxation authority on the same taxable entity.

Inventories of goods and services in progress (IAS 2)

INVENTORIES OF GOODS

Inventories of goods are valued using the weighted average cost method. The gross value of goods andsupplies includes the purchase price and ancillary expenses.

Impairment is recorded if the book value is less than the inventory value (net realizable value).

SERVICES IN PROGRESS

The inventory value consists solely of the direct costs recorded on contracts being performed. Animpairment is recorded when future billings for work in progress will not cover the correspondingdirect costs.

Accounts receivable and other operating receivables

ACCOUNTS RECEIVABLE

Accounts receivable are initially valued at fair value then at amortized cost and are individuallymonitored. An impairment is established when the inventory value is less than the recorded value based onthe probability of recovery.

F-20

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Receivables transferred to third parties (factoring contract) are derecognized from the Group assetswhen the risks and advantages associated with them are substantially transferred to the said third partiesand if the factoring company accepts, in particular, the credit risk, the rate risk and the recovery deadline.

Credit risk corresponds to the risk of not recovering the receivable. In the case of deconsolidatingcontracts for Group entities, the credit risk is borne by the factoring company, which means that the Groupis no longer exposed to the debt recovery risk and consequently the disposal is deemed without recourse.

The rate and recovery deadline risk corresponds to the transfer of the financial risk associated withthe extension of the period for recovering receivables and the related carrying cost. For contracts todeconsolidate entities from the Group, the commission rate for a given disposal is only adjusted accordingto the EURIBOR and the repayment deadline for the previous disposal. The financing commission is paidat the start of the period and is not modified thereafter.

Technical dilution risk is associated with the non-payment of the receivable due to shortcomings notedwith regard to services rendered or commercial disputes. For each deconsolidating contract signed byGroup entities, the contingency reserve does not cover general risks or payment deadline risk; the fundguarantee covers technical dilution debits (credits, etc.).

Other receivables

Receivables are accounted for at their discounted amount if they are payable in more than one yearand if the effects of discounting are significant.

Cash and cash equivalents

Cash equivalents are valued at their market value on the closing date. Differences in value arerecorded as financial earnings.

Treasury shares (IAS 32)

In accordance with IAS 32, treasury shares are accounted for at their purchase cost and are recordedagainst consolidated shareholders’ equity.

Gains (losses) arising from sales of treasury shares are added to (deducted from) consolidatedreserves at their amount net of tax effects.

Sales of treasury shares are accounted for using the FIFO method.

Provisions and contingent liabilities (IAS 37)

A provision is recorded if the Group has an obligation resulting from past events, whose settlementshould correspond to an outflow with an economic benefit and whose amount can be reasonably measured.The provision ranking is maintained as long as the due date and the amount of the outflow of resourceshave not been precisely determined.

Provisions are estimated on a case by case basis or based on statistics when they include a lot of items.They are discounted when they are due in more than one year. Cegedim Group’s main commitments(excluding retirement compensation) are intended to cover employee, client and supplier litigation.

Retirement benefits (IAS 19)

DEFINED-CONTRIBUTION PLANS

Defined-contribution plans are post-employment benefit plans under which an entity makes definedcontributions to a separate entity (a fund) and shall have no legal or implied obligation to pay additionalcontributions if the fund has insufficient assets to provide all the benefits corresponding to the servicesrendered by employees during current and prior periods. These contributions are recorded as expenses forthe period in which they are due with no liability recognized in the balance sheet.

DEFINED-BENEIT PLANS

The defined-benefit plans designate post-employment benefits other than defined-contribution plans.

F-21

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

They primarily involve retirement obligations. If these obligations are assumed directly by the Group’scompanies, the corresponding actuarial liabilities are covered by a provision in the balance sheet.

Since 2011, the Group has applied the IAS 19, as amended, allowing the recognition directly in equityof actuarial gains and losses arising from changes in the assumptions in the calculation of such liabilities.

Cegedim SA applies the measures of the ANC recommendation No. 2013-02 dated November 7 whichregulates the valuation of retirement obligations and similar benefits. In accordance with thisrecommendation, the unrecognized prior service cost unamortized as at December 31, 2012 has beenamortized by shareholders’ equity as of January 1, 2013.

Actuarial liabilities are calculated using the projected credit units method and are based on valuationsspecific to each country and to each company of the Group; these valuations include assumptionsconcerning wage increases, inflation, life expectancy and employee turnover. The discount rate applied toretirement obligations is determined using the closing benchmark market rate based on first- class bonds.In countries where this type of market is not active, the Group uses the closing rate of government bonds.

Additionally, the impact of changes to the collective bargaining agreements on the valuation of theprovision for retirement is spread over the residual length of the employees’ working life.

Finally, if this obligation is partially or completely covered by funds paid by the companies of theGroup to financial agencies, the amounts of these dedicated investments are deducted from the liability onthe balance sheet.

Financial liabilities (IAS 32/IAS 39)

Share premiums and issue costs impact the value (fair value) at the recognition of financial liabilities,and are included in the calculation of the EIR (Effective Interest Rate) in compliance with IAS 32 andIAS39. Loans and other financial liabilities which carry interest are valued rate for the loan. The costs arethus spread out over the loan’s life cycle via the EIR.

In the event of financial liabilities arising from financial leases, the financial liability recorded to offsetthe tangible asset is initially recorded at the fair value of the leased asset or, if this is lower, at the presentvalue of the minimum lease payments.

Derivatives and hedging instruments

Financial instruments are recognized at fair value and subsequent changes in the fair value of theinstrument are recognized according to whether or not the instrument is a hedging instrument and, if so,the nature of the item hedged.

The Group’s use of derivatives such as interest rate swaps, caps or other equivalent term contracts, isintended to hedge risks associated with fluctuations in interest rates.

These derivative instruments are recorded in the balance sheet at market value. Changes in marketvalue are recognized in the income statement excluding transactions that qualify as cash flow hedges (flowsrelated to a variable interest rate debt) for which changes in value are recorded under equity.

From the outset of the transaction, the Group documents the relationship between the hedginginstrument and the hedged item, as well as its risk management objectives and hedging policy.

The financial elements covered by derivatives follow hedging accounting principles which are oftwo types:

• fair value hedges;

• cash flow hedges.

For fair value hedges, the underlying financial liability of the derivative is revalued in the balancesheet under the risk hedged (risk relating to interest rate fluctuations). Changes in value are recorded inthe income statement (as financial expenses) and offset changes in the value of the derivative allocated tothe underlying for the hedged portion.

For cash flow hedges, the financial liability is recorded in the balance sheet at amortized cost. Changesin the value of the derivative are recorded in equity. As the financial expenses or income of the hedged

F-22

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

element impact on the income statement for a given period, the financial expenses or income recordedunder equity in relation to the derivative for the same period are transferred to the income statement.

When a derivative does not qualify under hedge accounting principles, changes in fair value arerecognized in the income statement (other operating profits/losses).

Revenue recognition (IAS 18)

Cegedim Group’s revenues consist primarily of services, software sales and, to a lesser extent,hardware sales.

SERVICE REVENUE

The main categories of services and the methods of revenue recognition are as follows:

• access to the Group’s databases is generally realized by subscription with periodic billing (monthlyor yearly); sales revenues are then recorded on a prorated basis according to elapsed time;

• standard and specific studies supplied by the Group are recorded when they are delivered to clients;

• data processing performed for clients is recorded when the service is provided;

• support services (assistance, maintenance, etc.) are covered by a contract (generally annual)calculated on a lump sum basis in relation to the costs and resources committed by Cegedim toprovide these services. Income from these contracts is recorded on a prorated basis over theduration of the contract and results, in this case, in the recognition of deferred income.

SOFTWARE AND HARDWARE SALES

These sales are recorded upon delivery, concurrent with installation at the professional’s site. Anydiscounts and rebates are recorded as a subtraction from sales.

Sales issued from new software licenses with unlimited or limited length are accounted (under thecondition that the Group does not have any other obligations) when there is an agreement with the client,if the delivery and acceptance are completed, if the amount of sales and thye related costs can be measuredproperly, and if the financial advantages connected to the transaction will go back to the Group.

If one of these standards is not completed, sales connected to software license is postponed until all ofthese standards are completed.

Methods for translating items into foreign currencies (IAS 21)

TRANSACTIONS IN FOREIGN CURRENCIES

Transactions in foreign currencies are recorded using the exchange rate applicable on the date thetransactions are recorded. On the closing date, accounts payable or receivable denominated in foreigncurrencies are converted into euros at the closing exchange rate.

Translation differences for transactions in foreign currencies are recorded as financial earnings. Suchtransactions are very limited in number. Therefore, there is no specific management of the exchange risk.The Group is also not covered for amortization of liabilities in dollars, given the Group’s revenues inthat currency.

FINANCIAL STATEMENTS OF FOREIGN ENTITIES

The currency used to prepare consolidated financial statements is the euro.

The financial statements of foreign entities using a different functional currency are converted intoeuro using:

• the official closing rate for assets and liabilities;

• the average rate for the fiscal year ended for items of the income statement and the cashflow statement;

• the historic cost for shareholders’ equity.

F-23

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Translation gains or losses resulting from this treatment and those resulting from the translation of theshareholders’ equity of subsidiaries at the beginning of the fiscal year based on the closing rates areincluded as ‘‘Group translation gains and losses’’ under consolidated shareholders’ equity.

Translation gains or losses on intra-Group loans are neutralized via the Group translation gains orlosses (in reserves) in order to smooth out fluctuations in exchange rates because these loans are long termand may be, if applicable, transformed into increases in capital.

Cash flow statement (IAS 7)

In accordance with the option offered by the IAS 7 ‘‘Statement of cash flows’’ standard, theconsolidated cash flow statement is prepared by using the indirect method. This shows the reconciliation ofthe net profit (loss) for the period with the net cash generated by the transactions if the Fiscal year. Theopening and closing cash positions include cash and cash equivalents which are made up of investmentinstruments less overdrafts and outstanding bank loans.

Segment reporting (IFRS 8)

Segment reporting is prepared according to the accounting methods used for the preparation andpresentation of consolidated financial statements.

In application of the provisions in IFRS 8, the segment reporting presents operating segments that arecomparable to the activity sectors previously identified according to IAS 14.

The segment reporting corresponds to the organization of the Group’s internal reporting, which leadsto the development of the management tools used by the Group’s management. This is also the main lineused for financial communication.

The Group’s activities are divided into three operating sectors and one non-operating sector called‘‘Reconciliation’’:

• ‘‘CRM and strategic data’’, which includes all activities dedicated to pharmaceutical companies(optimizing marketing and sales strategies, namely through tools and databases for managing salesforces, returns on investment, market or prescriber studies, etc.);

• Healthcare professionals’’, which includes activities for medical professionals such as physicians andpharmacists (software publishing with availability of promotional information);

• Insurance and services’’, which brings together the know- how needed to develop services forinsurance companies, complementary health insurance schemes and other organizations involved inthe processing of healthcare flows (software publishing and managing healthcare reimbursementflows).

• ‘‘Reconciliation’’, combining activities proper to the headquarters of a publicly traded corporationand support functions for the Group’s three operating segments. Support activities, which arerebilled at market price to the subsidiaries that use them, notably include accounting, HR andtreasury management, legal assistance and marketing. The activities as the Group’s parentcompany, which cannot be rebilled, include in particular the Group’s strategic management, theproduction of consolidated information and financial reporting. Starting with the last quarter of2013, the Reconciliation division was broken out from the CRM and strategic data sector where ithad been housed previously. The activities of the Reconciliation Division are basically performed bythe parent company, Cegedim SA, which also runs operational businesses, the main one beingCRM. This distinction will better capture the impact of this non-operational staff function in theGroup’s accounting system, in line with the objectives of internal reporting.

The Group continues to publish information by geographic area, which shows the France/outsideFrance dichotomy. This analysis is refined for consolidated revenue in order to show the Group’s exposureto the different currencies, to the extent this information is significant.

Intra-Group transfer prices are relative to standard agreements signed under normal terms.

F-24

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Risk management

The Group’s activities remain subject to the usual risks involved in its lines of business as well as thepolitical and geopolitical risks arising from its international presence for most of its activities andunexpected events of force majeure. The main identified risks are as follows:

INTEREST RATE RISK

To limit the effects of rising interest rates on its financial expenses, the Group has decided toimplement a risk hedging policy to protect a maximum annual finance rate for the term of the loans. OnlyCegedim SA hedges borrowings as necessary. The total notional hedged amount was 60 million euros as atDecember 31, 2013 The amount of the loans exposed to the interest rate risk was zero as at December 31,2013, as the whole variable rate debt is hedged.

EXCHANGE RATE RISK

The foreign currencies representing a significant percentage of consolidated revenues are the poundsterling (9.1%) and the dollar (approximately 10.7%). The Group has not established a policy for exchangerate hedging. This leaves the Group potentially exposed to a more or less significant exchange rate riskfrom year to year.

The table below shows the impact of exchange rate risk on the balance sheet.

In thousands of euros GBP USD

Total balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (885) (5,987)Off-balance-sheet position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Net position after management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (885) (5,987)

This table allows the loss risk on the net global foreign currency position to be calculated on theassumption of an unfavorable and consistent change of 1% in the currency used to prepare financialstatements in comparison to the total amount of foreign currencies involved. For information purposes, theimpact of an unfavorable and consistent change of 1% in the euro-dollar exchange rate on the financialstatements of subsidiaries whose operating currency for financial statements is USD would have a negativeimpact of 3.5 million euros on the Group’s shareholders’ equity.

Should the revenue/costs structure remain similar, any appreciation in the euro against the poundsterling would bring about a reduction in earnings expressed in euro. On the basis of the 2013 fiscal year,all other currencies remaining at the same level against the pound sterling, a theoretical 1% appreciationin the euro against the pound sterling would have a negative impact of 815 thousand euros on Cegedim’srevenue, and 213 thousand euros on its operating income.

Should the revenue/costs structure remain similar, any appreciation in the euro against the US dollarwould bring about a reduction in earnings expressed in euros. On the basis of the 2013 fiscal year, with allother currencies remaining at the same level against the US dollar, a theoretical 1% appreciation in theeuro against the US dollar would have a negative impact of 952 thousand euros on Cegedim’s revenue and67 thousand euros on its operating income.

The total exchange rate had a negative impact on revenue of 17 million euros in 2013. It should benoted that the US dollar had a negative exchange effect of 3.4 million euros, the yen had a negative impactof 5.6 million euros and the pound sterling had a negative impact of 3.8 million euros. The amount ofexchange gains or losses on revenue is determined by recalculating the 2012 revenue based on the 2013exchange rate. The currency exchange rates used are the average rates over the fiscal year.

F-25

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 List of consolidated companies

% ofCompanies Main establishment City Siren control % owned Method

Fully consolidated companies (France)Cegedim . . . . . . . . . . . . . . . . . . . . . . . . . 127-137, rue Boulogne 350422622 100.00% 100.00% FC

d’AguesseauAlliance Software . . . . . . . . . . . . . . . . . . . . Le Crystal Palace— Nice 407702208 100.00% 100.00% FC

369/371 promenadedes Anglais

Alliadis . . . . . . . . . . . . . . . . . . . . . . . . . . 3, impasse des Chenes Niort 342280609 100.00% 100.00% FCAmix . . . . . . . . . . . . . . . . . . . . . . . . . . . Le Gros Moulin— Montargis 339137895 100.00% 100.00% FC

AmillyAsp Line . . . . . . . . . . . . . . . . . . . . . . . . . 56, rue Paul Claudel— Limoges 384121000 99.96% 99.96% FC

Parc Magre RomanetCDS—Centre de Servives . . . . . . . . . . . . . . . 137 rue d’Aguesseau Boulogne 344480066 100.00% 100.00% FCCegedim Activ . . . . . . . . . . . . . . . . . . . . . . Imm. le Pyreneen— Labege 400891586 100.00% 100.00% FC

ZAC de la GrandeBorde—Voie no 6

Cegedim Assurances . . . . . . . . . . . . . . . . . . 137 rue d’Aguesseau Boulogne 790172217 100.00% 100.00% FCCegedim Dynamic Framework . . . . . . . . . . . . 137 rue d’Aguesseau Boulogne 790172795 100.00% 100.00% FCCegedim Healthcare Software . . . . . . . . . . . . 137 rue d’Aguesseau Boulogne 789997871 100.00% 100.00% FCCegedim Ingenierie . . . . . . . . . . . . . . . . . . . 326, rue du Gros Montargis 402338719 100.00% 100.00% FC

Moulin—AMILLYCegedim It . . . . . . . . . . . . . . . . . . . . . . . . 137 rue d’Aguesseau Boulogne 790173066 100.00% 100.00% FCCegedim Logiciels Medicaux . . . . . . . . . . . . . 122 rue d’Aguesseau Boulogne 353754088 100.00% 100.00% FCCedegim Kadrige . . . . . . . . . . . . . . . . . . . . 137 rue d’Aguesseau Boulogne 790172092 100.00% 100.00% FCCegedim Prestation Conseil Outsourcing . . . . . . 15, rue Paul Dautier Velizy 303529184 100.00% 100.00% FCCegedim Secteur 1 . . . . . . . . . . . . . . . . . . . 137 rue d’Aguesseau Boulogne 790171987 100.00% 100.00% FCCegedim Software . . . . . . . . . . . . . . . . . . . . 114 rue d’Aguesseau Boulogne 752466516 100.00% 100.00% FCCegedim SRH . . . . . . . . . . . . . . . . . . . . . . 17, rue de l’Ancienne Boulogne 332665371 100.00% 100.00% FC

MairieCegedim SRH Montargis . . . . . . . . . . . . . . . 326, rue du Gros Montargis 752466805 100.00% 100.00% FC

Moulin—AMILLYCegedim Support Montargis . . . . . . . . . . . . . 326, rue du Gros Montargis 790804256 100.00% 100.00% FC

Moulin—AMILLYCSD France (Cegedim Strategic Data France) . . 90-92, route de la Boulogne 318024338 100.00% 100.00% FC

ReineCegelease . . . . . . . . . . . . . . . . . . . . . . . . . Rue de la Zamin Capinghem 622018091 100.00% 100.00% FCCetip . . . . . . . . . . . . . . . . . . . . . . . . . . . 122 rue d’Aguesseau Boulogne 410489165 99.74% 99.74% FCDecision Research Europe . . . . . . . . . . . . . . 90-92, route de la Boulogne 322548371 100.00% 100.00% FC

ReineEurofarmat . . . . . . . . . . . . . . . . . . . . . . . . Rue de la Zamin— Capinghem 489278978 100.00% 100.00% FC

Immeuble GuilaurGERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 521625582 100.00% 100.00% FCHospitalis . . . . . . . . . . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 452121320 100.00% 100.00% FCI-assurances . . . . . . . . . . . . . . . . . . . . . . . 137 rue d’Aguesseau Boulogne 790172225 100.00% 100.00% FCIcomed . . . . . . . . . . . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 333046274 100.00% 100.00% FCiGestion . . . . . . . . . . . . . . . . . . . . . . . . . . 114 rue d’Aguesseau Boulogne 440367357 100.00% 100.00% FCIncams . . . . . . . . . . . . . . . . . . . . . . . . . . 114-116, rue Boulogne 429216351 100.00% 100.00% FC

d’AguesseauMedExact . . . . . . . . . . . . . . . . . . . . . . . . . 137 rue d’Aguesseau Boulogne 432451912 100.00% 100.00% FCMidiway . . . . . . . . . . . . . . . . . . . . . . . . . . ZAC de la Grande Labege 415394030 77.02% 77.02% FC

Borde—voie6 immeuble lePyreneen

Pharmacie gestion informatique . . . . . . . . . . . ZA de Kerangueven Hanvec 391865847 100.00% 100.00% FCPharmastock . . . . . . . . . . . . . . . . . . . . . . . 326, rue du Gros Montargis 403286446 100.00% 100.00% FC

Moulin—AMILLYProval SA . . . . . . . . . . . . . . . . . . . . . . . . . 137 rue d’Aguesseau Boulogne 383118684 99.36% 99.36% FCReportive . . . . . . . . . . . . . . . . . . . . . . . . . 137 rue d’Aguesseau Boulogne 388447179 100.00% 100.00% FC

F-26

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 List of consolidated companies (Continued)

% ofCompanies Main establishment City Siren control % owned Method

Resip . . . . . . . . . . . . . . . . . . . . . . . . . . . 56, rue Ferdinand BoulogneBuisson

S/Mer . . . . . . . . . . . . . . . . . . . . . . . . . . . 332087964 100.00% 100.00% FCRM Ingenierie . . . . . . . . . . . . . . . . . . . . . . av de la Gineste Rodez 327755393 100.00% 100.00% FCRNP . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15, rue de l’Ancienne Boulogne 602006306 100.00% 100.00% FC

MairieSantestat . . . . . . . . . . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 790172175 100.00% 100.00% FCSCI Montargis 2000 . . . . . . . . . . . . . . . . . . 326, rue du Gros Montargis 324215128 68.83% 68.83% IG

MoulinServices Premium Sante (SPS) . . . . . . . . . . . . 100, rue des Fougeres Lyon 513188771 40.00% 40.00% IGSofiloca . . . . . . . . . . . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 348940255 100.00% 100.00% IG

Companies consolidated using the equity method(France)

Edipharm . . . . . . . . . . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 381819309 20.00% 20.00% MEEInfodisk . . . . . . . . . . . . . . . . . . . . . . . . . . Immeuble CPL— Le lamentin 490029774 34.00% 34.00% MEE

Californie 2Primeum Cegedim . . . . . . . . . . . . . . . . . . . 37, rue de Lisbonne Paris 752067058 50.00% 50.00% MEE

Companies Country City % of control % owned Method

Fully consolidated companies (International)Alliadis Europe Ltd . . . . . . . . . . . . . . . . . . . . . Great Britain London 100.00% 100.00% FCCegedim AB . . . . . . . . . . . . . . . . . . . . . . . . . Sweden Stockholm 100.00% 99.97% FCCegedim Algerie . . . . . . . . . . . . . . . . . . . . . . Algeria Algiers 100.00% 100.00% FCCegedim Asia Pacific PTE Ltd . . . . . . . . . . . . . . Singapore Singapore 100.00% 100.00% FCCegedim Australia Pty. Ltd . . . . . . . . . . . . . . . . Australia Pymble 100.00% 100.00% FCCegedim Belgium . . . . . . . . . . . . . . . . . . . . . . Belgium Drogenbos 99.97% 99.97% FCCegedim Bilisim AS . . . . . . . . . . . . . . . . . . . . Turkey Istanbul 100.00% 100.00% FCCegedim Canada Ltd . . . . . . . . . . . . . . . . . . . . Canada Scarborough 100.00% 100.00% FCCegedim Centroamerica y el Caraibe . . . . . . . . . . Guatemala Guatemala 100.00% 99.97% FCCegedim China . . . . . . . . . . . . . . . . . . . . . . . China Shanghai 100.00% 100.00% FCCegedim Colombia Ltda . . . . . . . . . . . . . . . . . . Colombia Bogota 100.00% 99.97% FCCegedim Computer Technics Development and

Trading Co. Ltd . . . . . . . . . . . . . . . . . . . . . . Hungary Budapest 100.00% 100.00% FCCegedim CZ SRO . . . . . . . . . . . . . . . . . . . . . Czech Republic Prague 100.00% 100.00% FCCegedim Data Services Limited . . . . . . . . . . . . . Great Britain Preston 100.00% 100.00% FCCegedim Denmark AS . . . . . . . . . . . . . . . . . . . Denmark Soborg 100.00% 99.97% FCCegedim Deutschland GmbH . . . . . . . . . . . . . . Germany Bensheim 100.00% 100.00% FCCegedim do Brasil . . . . . . . . . . . . . . . . . . . . . Brazil Sao Paulo 100.00% 100.00% FCCegedim Finland . . . . . . . . . . . . . . . . . . . . . . Finland Espoo 100.00% 100.00% FCCegedim GmbH . . . . . . . . . . . . . . . . . . . . . . . Austria Vienna 100.00% 100.00% FCCegedim Group Poland . . . . . . . . . . . . . . . . . . Poland Warsaw 100.00% 100.00% FCCegedim Hellas . . . . . . . . . . . . . . . . . . . . . . . Greece Athens 99.99% 99.99% FCCegedim Hispania . . . . . . . . . . . . . . . . . . . . . . Spain Madrid 100.00% 100.00% FCCegedim Holding GmbH . . . . . . . . . . . . . . . . . Germany Bensheim 100.00% 100.00% FCCegedim India Private Limited . . . . . . . . . . . . . . India Mumbai 100.00% 100.00% FCCegedim Italia . . . . . . . . . . . . . . . . . . . . . . . . Italy Milan 100.00% 100.00% FCCegedim Kazakhstan . . . . . . . . . . . . . . . . . . . . Kazakhstan Almaty 100.00% 100.00% FCCegedim KK . . . . . . . . . . . . . . . . . . . . . . . . . Japan Osaka 100.00% 100.00% FCCegedim Korea Ltd . . . . . . . . . . . . . . . . . . . . . South Korea Seoul 100.00% 100.00% FCCegedim LLC . . . . . . . . . . . . . . . . . . . . . . . . Russia Moscow 100.00% 100.00% FCCegedim Malaysia SDN . . . . . . . . . . . . . . . . . . Malaysia Kuala Lumpur 100.00% 100.00% FCCegedim Maroc . . . . . . . . . . . . . . . . . . . . . . . Morocco Sale 100.00% 100.00% FCCegedim Mexico . . . . . . . . . . . . . . . . . . . . . . . Mexico Mexico City 100.00% 99.97% FCCegedim Netherland . . . . . . . . . . . . . . . . . . . . Netherlands Naarden 100.00% 99.97% FCCegedim New Zealand Ltd . . . . . . . . . . . . . . . . New Zealand Auckland 100.00% 100.00% FCCedgedim Norway As . . . . . . . . . . . . . . . . . . . Norway Oslo 100.00% 99.97% FCCegedim Portugal . . . . . . . . . . . . . . . . . . . . . . Portugal Porto Salvo 100.00% 100.00% FCCegedim Romania SRL . . . . . . . . . . . . . . . . . . Romania Bucharest 100.00% 100.00% FCCegedim Rx Limited . . . . . . . . . . . . . . . . . . . . Great Britain Chertsey, Surrey 100.00% 100.00% FCCegedim SK SRO . . . . . . . . . . . . . . . . . . . . . . Slovakia Bratislava 100.00% 100.00% FCCegedim SRH Ltd . . . . . . . . . . . . . . . . . . . . . Great Britain Chertsey, Surrey 100.00% 100.00% FC

F-27

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 List of consolidated companies (Continued)

Companies Country City % of control % owned Method

Cegedim Software India Private Limited . . . . . . . . India Bangalore 100.00% 100.00% FCCegedim Strategic Data (China) Co., Ltd . . . . . . . China Shanghai 100.00% 100.00% FCCegedim Strategic Data Argentina . . . . . . . . . . . Argentina Buenos Aires 100.00% 100.00% FCCegedim Strategic Data Australia Pty Ltd . . . . . . . Australia Chippendale 100.00% 100.00% FCCegedim Strategic Data Belgium . . . . . . . . . . . . Belgium Drogenbos 100.00% 100.00% FCCegedim Strategic Data Espana . . . . . . . . . . . . . Spain Madrid 100.00% 100.00% FCCegedim Strategic Data GmbH . . . . . . . . . . . . . Germany Bensheim 100.00% 100.00% FCCegedim Strategic Data Italia . . . . . . . . . . . . . . Italy Milan 100.00% 100.00% FCCegedim Strategic Data KK . . . . . . . . . . . . . . . Japan Osaka 100.00% 100.00% FCCegedim Strategic Data Korea . . . . . . . . . . . . . . South Korea Seoul 100.00% 100.00% FCCegedim Strategic Data Medical Research Ltd . . . Great Britain Chertsey, Surrey 100.00% 100.00% FCCegedim Strategic Data Medical Research SRL . . . Italy Milan 100.00% 100.00% FCCegedim Strategic Data UK Limited . . . . . . . . . . Great Britain Chertsey, Surrey 100.00% 100.00% FCCegedim Strategic Data USA LLC . . . . . . . . . . . USA Jersey City 100.00% 100.00% FCCegedim Sweden AB . . . . . . . . . . . . . . . . . . . . Sweden Stockholm 100.00% 99.97% FCCegedim Switzerland . . . . . . . . . . . . . . . . . . . . Switzerland Zurich 100.00% 100.00% FCCegedim Taiwan Co Ltd . . . . . . . . . . . . . . . . . . Taiwan Taipei 100.00% 100.00% FCCegedim trends LLC . . . . . . . . . . . . . . . . . . . . Egypt Cairo 100.00% 100.00% FCCegedim Tunisie . . . . . . . . . . . . . . . . . . . . . . . Tunisia Tunis 100.00% 100.00% FCCegedim UK Ltd . . . . . . . . . . . . . . . . . . . . . . Great Britain Chertsey, Surrey 100.00% 100.00% FCCegedim Ukraine LLC . . . . . . . . . . . . . . . . . . . Ukraine Kiev 100.00% 100.00% FCCegedim USA . . . . . . . . . . . . . . . . . . . . . . . . USA Bedminster 100.00% 100.00% FCCegedim Venezuela . . . . . . . . . . . . . . . . . . . . . Venezuela Caracas 100.00% 100.00% FCCegedim World Int. Services Ltd . . . . . . . . . . . . Ireland Dublin 100.00% 100.00% FCCompufile Ltd . . . . . . . . . . . . . . . . . . . . . . . . Great Britain Chertsey, Surrey 100.00% 100.00% FCCroissance 2006 . . . . . . . . . . . . . . . . . . . . . . . Belgium Forest 100.00% 100.00% FCCegedim Inc. . . . . . . . . . . . . . . . . . . . . . . . . USA Bedminster 100.00% 100.00% FCGERS Maghreb . . . . . . . . . . . . . . . . . . . . . . . Tunisia Tunis 100.00% 100.00% FCHealth Data Management Partners . . . . . . . . . . . Belgium Drogenbos 100.00% 100.00% FCHospital Marketing Services Ltd . . . . . . . . . . . . . Great Britain Eastleigh 100.00% 100.00% FCIcomed Belgium . . . . . . . . . . . . . . . . . . . . . . . Belgium Drogenbos 100.00% 99.97% FCIn Practice Systems . . . . . . . . . . . . . . . . . . . . . Great Britain London 100.00% 100.00% FCInfopharm Ltd . . . . . . . . . . . . . . . . . . . . . . . . Great Britain Chertsey, Surrey 100.00% 100.00% FCInpractice Enterprise Solution Ltd . . . . . . . . . . . Great Britain Dundee 100.00% 100.00% FCInstitute of Medical Communication . . . . . . . . . . Russia Moscow 100.00% 100.00% FCIntercam Ltd Ireland . . . . . . . . . . . . . . . . . . . . Ireland Dublin 100.00% 100.00% FCLongimetrica . . . . . . . . . . . . . . . . . . . . . . . . . Italy Milan 100.00% 100.00% FCMedimed GmbH . . . . . . . . . . . . . . . . . . . . . . Germany Bensheim 100.00% 100.00% FCMs Centroamerica y el Caribe, SA . . . . . . . . . . . Costa Rica Heredia 100.00% 99.97% FCNext Plus . . . . . . . . . . . . . . . . . . . . . . . . . . . Tunisia Tunis 49.00% 49.00% FCNext Software . . . . . . . . . . . . . . . . . . . . . . . . Tunisia Tunis 100.00% 100.00% FCNomi Medicin . . . . . . . . . . . . . . . . . . . . . . . . Sweden Stockholm 100.00% 99.97% FCOepo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Belgium Drogenbos 100.00% 99.97% FCPharmec Health Care Software . . . . . . . . . . . . . Romania Bucharest 100.00% 100.00% FCPulse System Inc. . . . . . . . . . . . . . . . . . . . . . . USA Wichita 100.00% 100.00% FCResip Drug Database UK Limited . . . . . . . . . . . Great Britain Loughborough 100.00% 100.00% FCSchwarzeck Verlag GmbH . . . . . . . . . . . . . . . . . Germany Munich 100.00% 100.00% FCSgbtif . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Luxembourg Luxembourg 100.00% 99.97% FCSK&A Information System . . . . . . . . . . . . . . . . USA Irvine 100.00% 100.00% FCStacks Consulting e Ingeniera de Software . . . . . . Spain Barcelona 100.00% 100.00% FCStacks Servicios Tecnologicos SL . . . . . . . . . . . . Spain Barcelona 100.00% 100.00% FCStacks Servicios Tecnologicos SL Chile Ltda . . . . . Chile Providencia 100.00% 100.00% FCThin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Great Britain Chertsey, Surrey 100.00% 100.00% FCWebstar Health Limited . . . . . . . . . . . . . . . . . . Great Britain Harrow 100.00% 100.00% FC

Companies consolidated using the equity method(International)

Millennium . . . . . . . . . . . . . . . . . . . . . . . . . . Italy Florence 49.22% 49.22% EMTech Care Solutions . . . . . . . . . . . . . . . . . . . . Ile Maurice Ebene 50.00% 50.00% EM

F-28

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2 Impact of change in consolidation scope

1) On the balance sheet (at the closing date)

Consolidated Consolidatedbefore change Change after change

In thousands of euros at 12/31/2013 2013 at 12/31/2013

Goodwill on acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 526,519 1,946 528,465Other non-recurring assets (excluding goodwill on acquisition) . . . . 336,074 76 336,150Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 355,976 588 356,564

TOTAL BALANCE SHEET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,218,570 2,609 1,221,179

Figures used were not the consolidation entry values but the figures from the financial statements asat December 31, 2013. At the acquisition date, the impact of the companies entering the consolidation was:

• on assets: 244 thousand euros;

• on liabilities: 1,052 thousand euros.

2) On the Income Statement (at the closing date)

Consolidated Consolidatedbefore change Change after change

In thousands of euros at 12/31/2013 2013 at 12/31/2013

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 901,990 267 902,256Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,711 (119) 25,592Consolidated profit (loss) for the period . . . . . . . . . . . . . . . . . . . . (58,564) (113) (58,677)

The figures mentioned refer to the creation and acquisition of companies starting on the date of theirentry into the Group and are therefore not representative of the impact for a full year.

3) Company acquisition financing

In 2013, the acquisition of companies and businesses were self-financed for an amount of1,334 thousand euros.

NOTE 3 Intangible assets

Openingreclassification Change Change

In thousands of euros 12/31/2012 and correction Acquisitions in scope Decrease in rate 12/31/2013

Development costs . . . . . . . . . . . . . . 26,408 (20,077)(2) 10,574 — (147) 33 16,791Internal software(1) . . . . . . . . . . . . . . 258,653 20,631(2) 36,411 — (264) (500) 314,931External software . . . . . . . . . . . . . . . 90,787 (494) 4,065 — (2,147) (1,835) 90,376

TOTAL GROSS VALUE . . . . . . . . . . 375,848 60 51,050 — (2,558) (2,303) 422,098Software amortization . . . . . . . . . . . . 165,726 60 35,117 — (1,138) (1,555) 198,210

TOTAL DEPRECIATION ANDAMORTIZATION . . . . . . . . . . . . . 165,726 60 35,117 — (1,138) (1,555) 198,210

TOTAL INTANGIBLE ASSETS—NETVALUES . . . . . . . . . . . . . . . . . . . 210,122 223,888

(1) The projects that stem from internal development and currently underway have an average amortization period of five years,except for three structuring projects amortized over 20 or 15 years.

(2) The reclassification between Development costs and Internal Software for an amount of A20m corresponds to startingprojects up.

F-29

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4 Tangible assets

Openingreclassification Change Change

In thousands of euros 12/31/2012 and correction Acquisitions in scope Decrease in rate 12/31/2013

Land . . . . . . . . . . . . . . . . . . . . . . . 481 — — — (2) 479Buildings . . . . . . . . . . . . . . . . . . . . 10,162 — 159 — (426) (209) 9,686Other tangible assets . . . . . . . . . . . . . 146,607 2,322 22,116 70 (25,041) (3,786) 142,288Construction work in progress . . . . . . . 2,192 (2,171) 23 — — (3) 41

TOTAL GROSS VALUE . . . . . . . . . . 159,442 151 22,298 70 (25,467) (4,000) 152,494

Depreciation of land . . . . . . . . . . . . . 92 — — — — (1) 91Depreciation of buildings . . . . . . . . . . 4,396 — 822 — (196) (100) 4,922Depreciation of other tangible assets . . 113,264 151 27,605 51 (22,730) (3,167) 115,174TOTAL DEPRECIATION . . . . . . . . . 117,752 151 28,427 51 (23,926) (3,268) 120,187

TOTAL INTANGIBLE ASSETS—NETVALUES . . . . . . . . . . . . . . . . . . . 41,690 32,307

NOTE 5 Non-current long-term investments (excluding shares from equity method companies)

Acquisitions/ Change Reductions/ ChangeIn thousands of euros 12/31/2012 Reclassification provisions in scope reversals in rate 12/31/2013

Equity investments* . . . . . . . . . . . 1,066 — — — — — 1,066Loans . . . . . . . . . . . . . . . . . . . . 1,951 — 548 — — (3) 2,496Security deposits . . . . . . . . . . . . . 10,946 3,332 — (3,665) (388) 10,225Other long-term investments . . . . . 610 — 16 — (16) (24) 586

TOTAL GROSS VALUE . . . . . . . . 14,573 — 3,896 — (3,681) (415) 14,373Provisions for equity investments . . 523 — — — (160) — 363Provisions on loans . . . . . . . . . . . 34 — — — — (2) 32Provisions on other long-term

investments Financial . . . . . . . . 110 — — — (91) 18TOTAL PROVISIONS . . . . . . . . . 667 — — — (251) (3) 413

TOTAL INTANGIBLE ASSETS—NET VALUES . . . . . . . . . . . . . 13,906 — 3,896 — (3,430) (412) 13,960

* Including Netfective for A899 thousand.

NOTE 6 Equity-method investments

1) Value of shares in companies accounted for by the equity method

Net valueof shares incompaniesaccountedfor by the

Group share equity% owned Shareholders’ of total net Goodwill method

as at equity as at shareholders’ on Provision as atIn thousands of euros 12/31/2012 12/31/2012 equity 2012 acquisition for risks 12/31/2012

Edipharm . . . . . . . . . . . . . . . . . . . 20.00% 243 49 — — 49Infodisk . . . . . . . . . . . . . . . . . . . . 34.00% (49) (16) — — (16)Millennium . . . . . . . . . . . . . . . . . . 49.22% 10,570 5,202 2,859 — 8,061Primeum Cegedim . . . . . . . . . . . . . . 50.00% 99 50 — — 50

10,863 5,284 2,859 — 8,143

F-30

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6 Equity-method investments (Continued)

Net value ofshares in

companiesGroup-share accounted

Group share of total net for by the% owned Profit (loss) of profit Shareholders’ shareholders’ Goodwill equity

In thousands as at as at (loss) as at equity as at equity as at on Provision method as atof euros 12/31/2012 12/31/2013 12/31/2013 12/31/2013 12/31/2013 acquisition Risks 12/31/2012

Edipharm . . . . . . . . 20.00% 73 15 160 32 — — 32Infodisk . . . . . . . . . 34.00% 2 1 (46) (16) — — (16)Millennium . . . . . . . 49.22% 2,459 1,210 11,328 5,576 2,859 — 8,434Primeum Cegedim . . . 50.00% 93 46 192 96 — — 96Tech Care Solutions . . 50.00% 5 3 105 53 — — 53

2,633 1,275 11,739 5,741 2,859 — 8,599

2) Change in value of shares in companies accounted for by the equity method

The change in equity shares accounted for using the equity method can be analyzed as follows:

Shares accounted for using the equity method as at 01/01/2013 . . . . . . . . . . . . . . . . . . . . . . . . 8,143Distribution of dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (868)Capital increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Group share of profit (loss) as at 12/31/2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,275Newly consolidated companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

SHARES ACCOUNTED FOR USING THE EQUITY METHOD AS AT 12/31/2012 . . . . . . . . . . 8,599

NOTE 7 Goodwill on acquisition

As at December 31, 2013, goodwill on acquisition amounted to A528 million against A614 million atDecember 31, 2012.

This change derived largely from the change in Goodwill on acquisition denominated in othercurrencies and the recognition of an impairment loss of A63 million.

In accordance with IAS 36, intangible assets with indefinite useful lives and goodwill on acquisitionare not amortized, but are subject to an impairment test either annually or when events indicate a risk ofloss of value.

These impairment tests are intended to ensure that the book value of operating assets for allocation toeach of the cash-generating units (including goodwill on acquisition) is not greater than the recoverablevalue.

The recoverable value of an asset or cash-generating unit (CGU) is the higher of its fair value lesscosts of sells and its value in use.

The impairment recognized in the fiscal year was the outcome of impairment tests conducted at theend of 2013 involving the CRM and strategic data sector.

Translationgains or

losses andSector 12/31/2012 Reclassification Scope Impairment other changes 12/31/2013

CRM and strategic data . . . . . . 444,813 1,764 (50) (63,300) (22,360) 360,867Health Professionals . . . . . . . . . 118,705 587 1,987 (1,739) 119,540Insurance and Services . . . . . . . 50,209 (2,351) 200 48,058Reconciliation . . . . . . . . . . . . . . 0 0

TOTAL GOODWILL ONACQUISITION . . . . . . . . . . . 613,727 0 2,137 (63,300) (24,099 528,465

F-31

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7 Goodwill on acquisition (Continued)

At the end of 2013 impairment tests were conducted in the four CGUs making up the Group’s threeoperating business sectors.

The Healthcare Professionals sector includes two CGUs, Software for Doctors and Software forPharmacists.

The tests consisted of updating the main assumptions underlying the assessment of assets allocated toGroup CGUs.

These tests, it will be remembered, are intended not only to cover the value of goodwill on acquisition(A592 million before impairment) but also all the assets necessary to operate the CGUs (or A872 milliontested at the close of 2013).

As in prior years, the Group called on an outside firm to help perform these tests.

The main actuarial assumptions used are as follows:

• the discount rate is 9.92%, against 10.27% at June 30, 2013 and 10.86% at end-2012, with thecalculation methodology unchanged;

• the discount rate is a pre-tax rate that includes a target debt-equity ratio applicable to Cegedim’sbusiness sector and an industry risk coefficient that is also re-indebted. The Group uses a single ratefor all CGUs. The skills center and databases used to support all of these Group services arecentralized and only the distribution is local. In addition, Cegedim’s customers in its core businessare worldwide groups who more and more often have multinational contracts;

• the infinite growth rate was historically 2% for many years. It was lowered to 1.5% in CRM andstrategic data sectors as well as in the Software for Pharmacists CGU, so as to incorporate into theprojections needed to calculate the terminal value the moderation which was applied in the revisionof the business plans;

• the methodology for constructing the business plans remains unchanged. It aims to make forecastsover five years, consistent with the assumptions used by the Group’s different operating managersin their strategic plans. These business plans are reviewed by the audit committee and the Boardof Directors;

• the cash flows expected beyond the five-year business plan are captured in a terminal valuedetermined by a margin projected from the average observed rate in the 2014-2018 period. This isthe same method used at end-2012.

In relation to trends shown in the business plans:

• The Group paid particular attention to the CRM and strategic data sector, where an impairmentloss had been recognized during the 2012 fiscal year. Impairment tests were carried out followingthe first half of 2013, without leading to any new impairment. The seasonality of the marketresearch business, where growth is usually greater in the second half-year, continued to offer anoutlook that did not call for a significant revision of the business plan;

• During the second half of 2013 the operating margin of the entire CRM and strategic data sectorincreased and fell into line with expectations, due mainly to good control of operating costs.Nevertheless, this performance cloaks some key realities and requires revising the growthprojections of certain segments. The lowered outcomes in the market research business, which hasbeen seeing a general slowdown, and the growth outlook for CRM applications in France and theUSA turned out to fall below the last projections.

Consequently the business plans were revised, particularly in the these three business segments. Theimpact on the entire CRM and strategic data sector resulted in a need to recognize a A63 millionimpairment at end 2013;

• The assumptions about revenue growth made in the CRM and strategic data sector are on average2.7% per year for five years. This increase is the result of the evolving mix between maturebusinesses, new product line introductions and high-growth regions. The ongoing innovation in this

F-32

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7 Goodwill on acquisition (Continued)

sector assures the Group of future sources of growth, and the multichannel products already enableus to address the CRM market with pricing independent of the number of users. The Onekey globaldatabase continues to be developed at a rapid pace. The combination of these factors supportassumptions of a return to growth in this sector.

The average annual growth rates in five-year revenues in the Health Professionals and Insuranceand Services sectors are respectively 3.3% and 5.7%.

Test sensitivity was measured in all CGUs using the following parameters:

• changes in the discount rate of +/� 50 basis points, and application of the unfavorable rate used atthe preceding year end (+94 basis points);

• changes in the growth rate to perpetuity of +/� 50 basis points;

• possibility of a temporary decline in margin (years 2015 and 2016 set to a margin lowpoint in theyears 2009-2012, or a drop of 550 basis points);

• possibility of a prolonged margin fall (average terminal margin further reduced by 50 basis points);

• possibility of a one-year delay in reaching the margin levels in the plan.

Variances resulting from sensitivities between the values in use of the CGUs and the assets tested arepresented below for the CRM & strategic data sector (a minus sign means an potential additionalimpairment to the A63 million already recognized).

The same sensitivities tested in CGUs relative to other Group operating businesses are not likely tolead to an impairment charge.

Cumulativediscount sensitivities

rate growth rate (50 bps)

Presentvalue at

Rate of 10.42%31-dec-12 +50 pbs �50 pbs �50 pbs +50 pbs growth at

Rate sensitivity in millions of euros 10.86% 10.42% 9.42% 1.00% 2.00% 1.00%

CRM and strategic data . . . . . . . . . . (55) (31) 34 (22) 24 (50)

Reducedmargin

Operational sensitivities in millions of euros temporary prolonged Delayed

CRM and strategic data . . . . . . . . . . . (27) (23) (39)

NOTE 8 Inventory and work in progress

Gross Net values Net valuesvalues as of as of as of

In thousands of euros 12/31/2013 Provision 12/31/2013 12/31/2012

Services in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 186 — 186 188Inventories of goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,493 1,065 10,428 10,798

TOTAL INVENTORY AND WORK IN PROGRESS . . . . . 11,680 1,065 10,615 10,986

F-33

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 9 Accounts receivable

Current Non-currentIn thousands of euros customers customers 12/31/2013 12/31/2012

French companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134,711 14,379(1) 149,090 133,432Foreign companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102,883 — 102,883 105,092TOTAL GROSS VALUE . . . . . . . . . . . . . . . . . . . . . . . . 237,594 — 251,973 238,524Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,636 — 7,636 7,393

TOTAL NET VALUE . . . . . . . . . . . . . . . . . . . . . . . . . . . 229,958 — 244,337 231,132

(1) Receivables are valued at their face value.

A provision for impairment is recognized if the inventory value, based on the probability of collection,is less than the recorded value. Thus, customers undergoing judicial administration or liquidation areroutinely impaired at 100% and receivables outstanding for more than six months are monitored on acase-by-case basis and, if necessary, impaired in the amount of the estimated risk of non-collection.

The share of past-due receivables (gross amount) was 55 million euros as at December 31, 2013.

Aging balance

Total Receivables Receivables Receivables Receivablespast-due Receivables from 1 to 2 to from 3 to more than

In thousands of euros receivables < 1 month 2 months 3 months 4 months 4 months

French companies . . . . . . . . . . . 22,098 8,360 5,467 1,867 2,808 3,597Foreign companies . . . . . . . . . . . 33,347 16,682 5,895 3,399 844 6,526

TOTAL . . . . . . . . . . . . . . . . . . . 55,445 25,042 11,362 5,266 3,653 10,123

RECEIVABLES TRANSFERRED WITH TRANSFER OF CREDIT RISK

The contractual conditions of factoring contracts (concluded in 2011) enable the transfer of the mainrisks and advantages related to transferred receivables and therefore their removal from the balance sheet.According to IAS 39, receivables transferred to third parties (factoring contract) are derecognized fromthe Group assets when the risks and advantages associated with them are substantially transferred to thesaid third parties and if the factoring company accepts, in particular, the credit risk, the interest risk andthe recovery deadline (see Accounting Policies—accounts receivable). Total receivables transferred withtransfer of credit risk thus deconsolidated under IAS 39 in the context of factoring contracts as atDecember 31, 2013 was 16 million euros. There was no available cash as at December 31, 2013 within theframework of these contracts.

F-34

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 10 Other receivables

Company Tax OtherIn thousands of euros debtors debtors receivables 12/31/2013 12/31/2012

Current receivablesFrench companies . . . . . . . . . . . . . . . . . . . . . . . . 470 17,882 2,632 20,984 28,190Foreign companies . . . . . . . . . . . . . . . . . . . . . . . . 2,212 7,912 887 11,010 10,529

TOTAL GROSS VALUE . . . . . . . . . . . . . . . . . . . . 2,682 25,794 3,519 31,994 38,719

Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 22 22

TOTAL CURRENT RECEIVABLES(NET VALUES) . . . . . . . . . . . . . . . . . . . . . . . . 2,682 25,794 3,496 31,972 38,696

Non-current receivablesFrench companies . . . . . . . . . . . . . . . . . . . . . . . . — — — — —Foreign companies . . . . . . . . . . . . . . . . . . . . . . . . — 809 84 894 726TOTAL GROSS VALUE . . . . . . . . . . . . . . . . . . . . — 809 84 894 726Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — —

TOTAL NON-CURRENT RECEIVABLES(NET VALUES) . . . . . . . . . . . . . . . . . . . . . . . . — 809 84 894 726

NOTE 11 Breakdown of equity

Bearing in mind the transactions that occurred during the year, the closing position of the fiscal yearunder review is as follows:

No. of No. of double votesNo. of % single Total % votingShareholders shares held held votes shares votes votes rights

FCB . . . . . . . . . . . . . 7,361,044 52.59% 53,651 7,307,393 14,614,786 14,668,437 69.00%FSI . . . . . . . . . . . . . . 2,102,061 15.02% 2,102,061 — — 2,102,061 9.89%Public(1) . . . . . . . . . . . 4,478,903 32.00% 4,469,168 9,735 19,470 4,488,638 21.11%Cegedim(2) . . . . . . . . . 55,165 0.39% — — — — 0.00%

TOTAL . . . . . . . . . . . 13,997,173 100% 6,624,880 7,317,128 14,634,256 21,259,136 100%

(1) Including the Alliance Healthcare France holding.

(2) Including the liquidity contract.

F-35

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 12 Total current and non-current provisions

Provisions are determined on the basis of estimated future costs for the Company.

Change in Allowances Allowances Reversals Reversals ChangeIn thousands consolidation to New to New Provisions Provisions inof euros 12/31/2012 Reclassification scope provisions provisions used not used rate 12/31/2013

Provision for litigationwith employees . . . . . 1,265 — — — 1,783 (249) (120) — 2,679

Other provisions(1) . . . . 25 — — — 3 — — (3) 25Provisions for

restructuring . . . . . . 2,168 2,109 — — — (2,156) (52) (91) 1,978Other provisions for

expenses . . . . . . . . 1,075 — — — 168 (80) — (4) 1,158

CURRENTPROVISIONS . . . . . 4,533 2,109 — — 1,953 (2,485) (173) (98) 5,840

Provisions forrestructuring . . . . . . 3,052 (2,109) — — 448 (140) (435) (52) 765

Employee-relatedprovisions . . . . . . . . 40 49 — — — (38) — (2) 48

Provisions for retirement 23,811 — — — 3,731 (872) (1,780) (46) 24,843Provisions for litigation . 89 — — — 11 (20) (43) (4) 33Provisions for guarantees — — — — — — — — —Other provisions for risks 1,416 (49) — — 164 (168) (750) (2) 611Other provisions for

expenses . . . . . . . . 1,208 — — — 355 (2) (360)) — 1,200

NON-CURRENTPROVISIONS . . . . . 29,615 (2,109) — — 4,708 (1,241) (3,368) (106) 27,501

TOTAL CURRENT ANDNON-CURRENTPROVISIONS . . . . . 34,149 — — — 6,662 (3,725) (3,541) (203) 33,341

(1) Provisions for client risks, supplier risks, tax risks.

The amounts involved are insignificant if taken individually.

NOTE 13 Retirement commitments

1) Retirement commitments: French companies

Through an Through Through ainsurance prior provision for

In thousands of euros fund service cost expenses

Retirement obligation covered . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,970 178 24,260

When employees retire, they receive retirement compensation as defined in the collective bargainingagreements.

An actuarial valuation plan has been set up to fund the obligations resulting from this compensation.The total obligation comes to 26,230 thousand euros, including 1,970 thousand euros paid to an insurancecompany.

The amount of retirement contributions provisioned as expenses during the fiscal year was3,318 thousand euros.

The Cegedim Group decided to apply the option under IAS 19 as amended, which allows the actuarialgains and losses relating to changes in assumptions occurring in calculating liabilities to be accounted fordirectly in equity.

The actuarial assumptions used are as follows:

Economic assumptions 2013 2012 2011

Net interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.17% 2.7% 4.7%Economic assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.17% 2.7% 3.2%Wage increases (including inflation) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.7% 1.7% 1.7%

F-36

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 13 Retirement commitments (Continued)

The discount rate applied for 2013 is 3.17% (Iboxx corporate rate +10 years restated of the twodeteriorations of January 2) versus 2.7% en 2012.

Demographic assumptions . . . . . . . . . Mortality . . . . . . . . . . . . . Insee H/F 2009-2011 TableMobility . . . . . . . . . . . . . . 5% per annum up to the age of 35

3% up to 45 years of age1.5% up to 50 years of age

0% 51 years and over

Retirement age . . . . . . . . . . . . . . . . . Voluntary retirement at 65 years of ageSensitivity to the discount rate . . . . . . 2.92% 3.17% 3.42%Commitment . . . . . . . . . . . . . . . . . . 28,109 26,991 26,070

The Group’s collective bargaining agreements are the following:

• National collective bargaining agreement for the publishing industry;

• National collective bargaining agreement for road salesmen, representatives, ushers;

• National collective bargaining agreement for the advertising industry;

• National collective bargaining agreement for the pharmaceutical industry;

• Syntec national collective bargaining agreement;

• Paper Industry Code;

• French Labor Code.

2) Retirement commitment: foreign companies

Retirement commitments covered by a provision of 583 thousand euros.

The amount of retirement contributions provisioned as expenses during the fiscal year was13 thousand euros.

The amount of retirement contributions reported as expenses and paid during the fiscal year was3,276 thousand euros.

3) Comparison of Actuarial Commitments and Hedge Assets

Economic assumptions 2013 2012 2011

Actuarial commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,408 29,138 21,572Hedge Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,970) (1,910) (1,986)Unrecognized prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,417) (3,780)

RECOGNISED LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,436 23,811 15,806

F-37

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 13 Retirement commitments (Continued)

CHANGE IN THE COST OF THE SERVICES PROVIDED AND IN THE FAIR VALUE OF THEHEDGE INSTRUMENTS

12/31/2013

Hedged Commitment CompaniesIn thousands of euros commitment not hedged Foreign Total

OPENING ACTURIAL LIABILITIES(1) . . . . . . . . . . . . . 10,975 17,511 653 29,138Cost of services rendered during the fiscal year . . . . . . . . 1,005 1,571 10 2,586Financial cost for the fiscal year . . . . . . . . . . . . . . . . . . . 302 460 3 765Unrecognized prior service cost . . . . . . . . . . . . . . . . . . . — — — —

COSTS FOR THE PERIOD(2) . . . . . . . . . . . . . . . . . . . . 1,307 2,031 13 3,351Benefits paid out(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (359) (478) (36) (873)Actuarial losses (gains) generated during the fiscal year

for the obligation(4) . . . . . . . . . . . . . . . . . . . . . . . . . . (1,243) (3,336) — (4,579)Newly consolidated companies(5) . . . . . . . . . . . . . . . . . . — — — —Companies no longer consolidated(6) . . . . . . . . . . . . . . . — — — —Reclassification(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 282 (282) — —Changes in exchange rate(8) . . . . . . . . . . . . . . . . . . . . . . — — (46) (46)

CLOSING ACTUARIAL LIABILITIES= 1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 . . . . . . . . . . . . . . 10,962 15,446 583 26,991

Value of the hedge assetsOpening fair value of the hedge assets . . . . . . . . . . . . . . 1,910 — — 1,910Expected return on assets . . . . . . . . . . . . . . . . . . . . . . . 52 — — 52Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —Benefits paid out . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —Actuarial gains (losses) for the fiscal year generated on

assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 — — 8Newly consolidated companies . . . . . . . . . . . . . . . . . . . . — — — —Companies no longer consolidated . . . . . . . . . . . . . . . . . — — — —

CLOSING VALUE OF THE HEDGE ASSETS . . . . . . . . 1,970 — — 1,970

AMOUNTS RECORDED IN THE BALANCE SHEET AND THE INCOME STATEMENT

12/31/2013

Hedged Unhedged CompaniesIn thousands of euros commitment commitment Foreign Total

COST OF SERVICES RENDERED AT THE CLOSINGDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,962 15,446 583 27,061

Fair value of the hedge assets . . . . . . . . . . . . . . . . . . . . . (1,970) — 0 (1,970)Unrecognized prior service cost . . . . . . . . . . . . . . . . . . . 8,992 15,446 583 25,091

— (178) — (178)LIABILITIES RECOGNIZED ON THE BALANCE

SHEET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,992 15,268 583 24,913Cost of services rendered during the fiscal year . . . . . . . . 1,005 1,571 10 2,586Financial cost for the fiscal year . . . . . . . . . . . . . . . . . . . 302 460 3 765Return on assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (52) 32 — (20)Effect of plan reduction or liquidation . . . . . . . . . . . . . . — — — —

EXPENSES RECOGNIZED IN THE INCOMESTATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,255 2,063 13 3,331

F-38

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 13 Retirement commitments (Continued)

CHANGE IN NET LIABILITIES RECORDED IN THE BALANCE SHEET

12/31/2013

Hedged Unhedged CompaniesIn thousands of euros commitment commitment Foreign Total

OPENING NET LIABILITIES . . . . . . . . . . . . . . . . . . . . 7,800 15,359 653 23,811Actuarial losses (gains) . . . . . . . . . . . . . . . . . . . . . . . . . . (1,251) (3,336) — (4,587)Reclassification of recognized prior service cost—vested

rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,266 1,941 — 3,207Expenses recognized in the income statement . . . . . . . . . 1,255 2,063 13 3,331Benefits paid out . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (359) (478) (36) (873)Contributions paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —Newly consolidated companies . . . . . . . . . . . . . . . . . . . . — — — —Companies no longer consolidatedReclassification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 282 282 — —Change in exchange rate . . . . . . . . . . . . . . . . . . . . . . . . — — (46) (46)

CLOSING NET LIABILITIES . . . . . . . . . . . . . . . . . . . . 8,993 15,267 583 24,843

NOTE 14 Net financial debt

12/31/2013

In thousands of euros Financial Misc(1) Total 12/31/2012

Long-term financial borrowing and liabilities(> 5 years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 298,349 — 298,349 —

Medium- and long-term financial borrowing and liabilities(> 1 year, < 5 years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 207,811 7,490 215,300 457,103

Short-term financial borrowing and liabilities(> 6 months < 1 year) . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,704 1,704 22,263

Short-term financial borrowing and liabilities(> 1 month, < 6 months) . . . . . . . . . . . . . . . . . . . . . . . . . . 5,122 — 5,122 20,007

Short-term financial borrowing and liabilities(< 1 month) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,992 — 4,992 8,330

Current bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,746 — 12,746 22,008

TOTAL FINANCIAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . 529,020 9,194 538,214 529,712

Positive cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66,973 — 66,973 43,462

NET FINANCIAL DEBT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 462,047 9,194 471,241 486,250

(1) The miscellaneous item mainly includes employee profit sharing plans in the amount of A8,853 thousand.

1) Net cash

In thousands of euros Financial 12/31/2013 12/31/2012

Current bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,746 12,746 22,008Positive cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66,973 66,973 43,462

NET CASH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,227 54,227 21,454

F-39

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14 Net financial debt (Continued)

2) Statement of changes in net debt

12/31/2012In thousands of euros 12/31/2013 12/31/2012 published

NET DEBT AT THE BEGINNING OF THE FISCAL YEAR (A) . . . . . 486,250 462,487 462,487

Operating cash flow before cost of net debt and taxes . . . . . . . . . . . . 152,615 141,006 141,006Tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,451) (28,097) (28,097)Change in working capital requirement(1) . . . . . . . . . . . . . . . . . . . . . . 9,424 4,033 4,033

NET CASH FLOW GENERATED FROM OPERATING ACTIVITIES . 149,588 116,942 116,942Change resulting from investment operations . . . . . . . . . . . . . . . . . . . (70,747) (79,058) (79,831)Impact of changes in consolidation scope(2) . . . . . . . . . . . . . . . . . . . . (1,697) (18,587) (18,587)Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 711Increase in cash capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —Impact of changes in foreign currency exchange rates . . . . . . . . . . . . . (1,668) (426) (426)Interest paid on loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (43,413) (30,413) (30,413)Other financial income and expenses paid or received . . . . . . . . . . . . (8,339) (5,345) (5,345)Other changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,715) (6,876) (6,814)

TOTAL NET CHANGE FOR THE YEAR (B) . . . . . . . . . . . . . . . . . . 15,009 (23,763) (23,763)

NET DEBT AT THE END OF THE FISCAL YEAR (A�B) . . . . . . . . 471,241 486,250 486,250

(1) The change in working capital requirements of A9,424 thousand comprises a change in inventories and work in progress ofA2,499 thousand, a change in accounts receivable and other receivables of -A13,267 thousand, and a change in accounts payableand other payables of A20,192 thousand.

(2) The impact of changes in consolidation scope amounting to -A1,697 thousand is mainly comprised of the acquisition ofWebstar Health.

The bank loans have the following terms:

< 1 month < 6 months > 1 yearIn thousands of euros < 1 month < 6 months > 1 year < 5 years > 5 years

Fixed rate . . . . . . . . . . . . . . . . . . . . . . . . . . 4,992 5,122 — 162,717 298,3491-month Euribor rate . . . . . . . . . . . . . . . . . . 12,746 — — 45,094 —

17,738 5,122 — 207,811 298,349

The main loans have conditions concerning the consolidated financial statements. For example, therevolving multi-currency credit includes in particular a ratio concerning consolidated EBITDA and thegross operating surplus compared with the level of financial costs.

INTEREST RATE HEDGES

In thousands of euros

2014 2015 2016 2017Variable annual annual annual annual

Starting date Ending date Par value Rate paid Rate rec’d rate flow flow flow flow Duration

12/31/2013 . . . . . . 06/30/2014 20,000,000 4.58% (461) 1.5206/30/2014 . . . . . . 06/31/2014 20,000,000 4.58% (468) 2.0312/31/2014 . . . . . . 06/30/2015 20,000,000 4.58% (461) 2.5306/30/2015 . . . . . . 12/31/2015 20,000,000 4.58% (468) 3.0412/31/2015 . . . . . . 06/30/2016 20,000,000 4.58% (463) 3.5506/30/2016 . . . . . . 12/29/2017 20,000,000 4.58% (468) (929) 5.07

PAYER PORTION . 4.58% (929) (929) (931) (929)

F-40

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14 Net financial debt (Continued)

In thousands of euros

2014 2015 2016 2017Variable annual annual annual annual

Starting date Ending date Par value Rate paid Rate rec’d rate flow flow flow flow Duration

12/31/2013 . . . . . . 06/30/2014 20,000,000 EUR 1 M 0.216% 22 1.5206/30/2014 . . . . . . 12/31/2014 20,000,000 EUR 1 M 0.216% 22 2.0312/31/2014 . . . . . . 06/30/2015 20,000,000 EUR 1 M 0.216% 22 2.5306/30/2015 . . . . . . 12/31/2015 20,000,000 EUR 1 M 0.216% 22 3.0412/31/2015 . . . . . . 06/30/2016 20,000,000 EUR 1 M 0.216% 22 3.5506/30/2016 . . . . . . 12/29/2017 20,000,000 EUR 1 M 0.216% 22 44 5.07

PAYER PORTION . EUR 1 M 0.216% 44 44 44 44

In thousands of euros

2014 2015 2016 2017Variable annual annual annual annual

Starting date Ending date Par value Rate paid Rate rec’d rate flow flow flow flow Duration

12/31/2013 . . . . . . 06/30/2014 20,000,000 4.57% (460) 1.5206/30/2014 . . . . . . 12/30/2014 20,000,000 4.57% (467) 2.0312/31/2014 . . . . . . 06/30/2015 20,000,000 4.57% (460) 2.5306/30/2015 . . . . . . 12/31/2015 20,000,000 4.57% (467) 3.0412/31/2015 . . . . . . 06/30/2016 20,000,000 4.57% (462) 3.5506/30/2016 . . . . . . 12/29/2017 20,000,000 4.57% (467) (927) 5.07

RECEIVERPORTION . . . . . 4.57% (927) (927) (929) (927)

In thousands of euros

2014 2015 2016 2017Variable annual annual annual annual

Starting date Ending date Par value Rate paid Rate rec’d rate flow flow flow flow Duration

12/31/2013 . . . . . . 06/30/2014 20,000,000 4.565% (459) 1.5206/30/2014 . . . . . . 12/31/2014 20,000,000 4.565% (467) 2.0312/31/2014 . . . . . . 06/30/2015 20,000,000 4.565% (459) 2.5306/30/2015 . . . . . . 12/31/2015 20,000,000 4.565% (467) 3.0412/31/2015 . . . . . . 06/30/2016 20,000,000 4.565% (462) 3.5506/30/2016 . . . . . . 12/29/2017 20,000,000 4.565% (467) (926) 5.07

PAYER PORTION . 4.565% (926) (926) (928) (926)

In thousands of euros

2014 2015 2016 2017Variable annual annual annual annual

Starting date Ending date Par value Rate paid Rate rec’d rate flow flow flow flow Duration

12/31/2013 . . . . . . 06/30/2014 20,000,000 EUR 1 M 0.216% 22 1.5206/30/2014 . . . . . . 12/30/2014 20,000,000 EUR 1 M 0.216% 22 2.0312/31/2014 . . . . . . 06/30/2015 20,000,000 EUR 1 M 0.216% 22 2.5306/30/2015 . . . . . . 12/31/2015 20,000,000 EUR 1 M 0.216% 22 3.0412/31/2015 . . . . . . 06/30/2016 20,000,000 EUR 1 M 0.216% 22 3.5506/30/2016 . . . . . . 12/29/2017 20,000,000 EUR 1 M 0.216% 22 44 5.07

RECEIVERPORTION . . . . . EUR 1 M 0.216% 44 44 44 44

3) Financing

In May 2007, Cegedim took out a 50 million euros loan with FCB, its main shareholder (the FCBLoan). The loan agreement between Cegedim SA and FCB was signed on May 7, 2007; it was thenamended on September 5, 2008 and once more on September 21, 2011 in order to extend the loan periodand obtain a change in the applicable interest rate. In December 2009, FCB subscribed to 4.9 million eurosof shares in respect of reimbursing a portion of the debt, leading to a reduction of the balance of the FCBloan leading to it amounting to 45.1 million euros. The FCB loan matures in June 2016. On June 10, 2011,

F-41

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14 Net financial debt (Continued)

Cegedim signed an agreement for a revolving multi-currency term loan and credit facility for a total of280 million euros.

On July 27, 2010, the Group issued a senior bond at a rate of 7.0% for an amount of 300 million eurosrepayable on July 27, 2015. This issue was not subject to the declaration requirements of US securitieslaws. The bond is listed on the Luxembourg stock exchange and its ISIN code is FR0010925172. InNovember 2011, on the market, Cegedim bought back bonds for an amount of 20 million euros andcancelled them. Consequently, the total amount of the bonds still available was 280 million euros.

On March 20, 2013, Cegedim issued a senior bond at 6.75% for an amount of 300 million euros inaccordance with the Reg S and 144A rules, maturing on April 1, 2020. The bond is listed on theLuxembourg Stock Market and the ISIN codes are XS0906984272 and XS0906984355. The bonds havebeen priced at 100% of their face value. Cegedim used the proceeds for the following operations:

• to redeem 7% bonds maturing in 2015, further to a redemption offer at 108% (111.5 million eurosat par value) When including the accrued but unpaid interest, the total amount stood at121.5 million euros. The bonds still in circulation amount to 168.6 million euros;

• to repay the term loan;

• to repay drawings on the revolving credit;

• pay costs and expenditure related to these operations.

Following these operations, as at December 31, 2013, the debt was structured in the following manner:

• 168 million euros bond at 7% maturing on July 27, 2015;

• 300 million euros bond at 6.75% maturing on April 1, 2020;

• 80 million euros revolving credit, not drawn on, maturing on June 10, 2016;

• 45.1 million euros FCB loan maturing in June 2016;

• 46.5 million euros overdraft facility, 12 million euros of which has been used.

The exposure of the debt to fluctuations in euro rates has been partially hedged by a euro rate hedge.As at December 31, 2013, the hedge of the debt against fluctuations in the euro rate consisted of threeno-premium, one-month, amortizing swaps, with a pre-set Euribor receiver rate and a fixed payer ratedefined as follows:

• 4.565% rate on a notional hedged amount of 20 million euros, amortizable until maturity onDecember 29, 2017;

• 4.57% rate on a notional hedged amount of 20 million euros, amortizable until maturity onDecember 29, 2017;

• 4.58% rate on a notional hedged amount of 20 million euros, amortizable until maturity onDecember 29, 2017.

The total notional hedged amount was 60 million euros as at December 31, 2013.

Interest expense on bank loans, bonds, charges and commissions totaled 45,198 thousand euros as atDecember 31, 2013.

The interest related to the shareholder loan for 2013 amounts to 2,457 thousand euros.

The change in fair value of these derivatives was recorded in shareholders’ equity for the efficient partof those qualified as cash flow (4,397 thousand euros) hedging and in Earnings for their inefficient partand for the counterparty risk taking into account in accordance with IFRS 13 ((89) thousand euros).

The fair value at the closing date of hedging instruments amounts to 8,905 thousand euros.

F-42

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14 Net financial debt (Continued)

4) Liquidity risk

Contractual cash flows are not discounted.

For variable rate instruments, the rate used for calculation is the spot rate on December 31, 2013.

When there is a fixed rate, the rate is used to calculate future interest payments.

CASH FLOWS

Cash flow Cash flow Cash flowCash flows (> 1 month) (> 6 months, (> 1 years) Cash flow

In thousands of euros (< 1 month) (< 6 months) < 1 year) < 5 years (> 5 years)

Bank loans and interest . . . . . . . . . . . . 7,875 19,503 17,284 299,203 323,662Hedging instruments . . . . . . . . . . . . . . 221 1,104 1,325 7,956 —Current bank loans . . . . . . . . . . . . . . . 12,746 — — — —Finance lease . . . . . . . . . . . . . . . . . . . — — 73 143 —Equity Investments . . . . . . . . . . . . . . . 449 537 645 7,221 —Miscellaneous including deposits and

bonds . . . . . . . . . . . . . . . . . . . . . . . — — — 126 —

FINANCIAL INSTRUMENTS

Assumption: variable rates December 31, 2013

EUR < 1 month . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.216

FORECAST CASH FLOWS—FINANCIAL INSTRUMENTS

In thousands of euros Rate 2014 2015 2016 2017 Total

Swaps borrowers EURFixed paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.58 929 929 931 929 3,717Var. rec’d . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.216 44 44 44 44 175LT SWAPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 885 885 887 885 3,542

Swaps borrowers EURFixed paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.57 927 927 929 927 3,709Var. rec’d . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.216 44 44 44 44 175LT SWAPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 883 883 885 883 3,534

Swaps borrowers EURFixed paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.565 926 926 928 926 3,705Var. rec’d . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.216 44 44 44 44 175LT SWAPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 882 882 884 882 3,530

TOTAL LT SWAPS . . . . . . . . . . . . . . . . . . . . . . . . . 2,650 2,650 2,657 2,650 10,606

F-43

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 15 Cost of net financial debt

In thousands of euros 12/31/2013 12/31/2012

Income or cash equivalent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 416 727Interest paid on loans, bank charges and commissions . . . . . . . . . . . . . . . . . . . . (43,413) (30,413)Interest paid on loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,785) 149

INTEREST ON FINANCIAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . (45,198) (30,264)Other financial interest and expenses(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,721) (3,486)

COST OF GROSS FINANCIAL DEBT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (48,919) (33,750)Net exchange differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,033) (2,586)Valuation of financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (88) (4,953)Other non-recurring income and expenses from operations(2) . . . . . . . . . . . . . . . . (6,436) (3,557)

OTHER FINANCIAL INCOME AND EXPENSES . . . . . . . . . . . . . . . . . . . . . (11,557) (11,096)

COST OF NET FINANCIAL DEBT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (60,060) (44,119)

In thousands of euros 12/31/2013 12/31/2012

(1) Including Financiere Cegedim interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,457 2,009Interest on Ixis debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 101Interest on shareholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 604 535

TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,065 2,645

(2) including costs related to the old debt (origination, bank covenants, etc.)recognized in expense following the restructuring of the debt inMarch 2013. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,815 3,015

NOTE 16 Other liabilities

Current Non-current Total

In thousands of euros 12/31/2013 12/31/2012 12/31/2013 12/31/2012 12/31/2013 12/31/2012

Advances and payments on account . 3,709 4,570 — — 3,709 4,570

Clients—Credits to be established . . . 2,158 1,170 — — 2,158 1,170Expenses payable . . . . . . . . . . . . . . . 49 66 — — 49 66Miscellaneous payables . . . . . . . . . . . 10,625 13,612 1,841 2,982 12,465 16,593

Other liabilities . . . . . . . . . . . . . . . . 12,832 14,847 1,841 2,982 14,673 17,828

Debts on acquisition of assets . . . . . . 37 2,695 580 580 617 3,275

Dividends payable . . . . . . . . . . . . . . 1 — — — 1 —

Deferred income . . . . . . . . . . . . . . . 33,342 31,698 — — 33,342 31,698

TOTAL OTHER LIABILITIES . . . . . 49,922 53,810 2,421 3,562 52,342 57,372

NOTE 17 External expenses

In thousands of euros 12/31/2013 12/31/2012

Purchases of studies & services and purchases of unstocked goods . . . . . . . . . . . . (66,495) (64,952)External services (leasing, maintenance, insurance) . . . . . . . . . . . . . . . . . . . . . . . (78,467) (74,035)Other: advertising, seconded personnel, entertainment expenses, postal expenses,

etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (87,050) (95,746)

TOTAL EXTERNAL EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (232,012) (234,734)

F-44

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 18 Other non-recurring income and expenses from operations

Other non-recurring income and expenses from operations comprises the following:

In thousands of euros 12/31/2013 12/31/2012

OPERATING INCOME FROM RECURRING OPERATIONS . . . . . . . . . . . . . . . 92,133 90,120

Impairment loss on tang. and intang. assets (incl. ECA) . . . . . . . . . . . . . . . . . . . (63,300) (115,000)Restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,813) (11,563)Capital gains or losses on disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2,930Other non-recurring income and expenses from operations . . . . . . . . . . . . . . . . . 1,572 (1,253)

OPERATING INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,592 (34,766)

NOTE 19 Deferred tax

1) Tax breakdown

The tax expense recognized in the income statement during the fiscal year was 25,483 thousand euros,compared with 7,598 thousand euros in December 2012.

This comprised:

In thousands of euros 12/31/2013 12/31/2012

Tax paidFrance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (624) (5,026)Abroad . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (14,263) (10,837)

TOTAL TAX PAYABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (14,887) (15,863)

Deferred taxesFrance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,727) 2,702Abroad . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130 5,563

TOTAL DEFERRED TAX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,596) 8,265

TOTAL TAX EXPENSE RECOGNISED IN THE INCOME STATEMENT . . . . . . (25,483) (7,598)

F-45

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 19 Deferred tax (Continued)

2) Theoretical tax expense and recognized tax expense

The reconciliation between the theoretical tax expense for the Group and the tax expense effectivelyrecognized is presented in the following table:

In thousands of euros 12/31/2013 12/31/2012

Profit (loss) for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (58,677) (85,262)Group share of EM companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,275) (1,221)Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,483 7,598Earnings before tax for consolidated companies (A) . . . . . . . . . . . . . . . . . . . . . (34,469) (78,885)

of which French consolidated companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (85,126) (116,874)of which foreign consolidated companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,657 37,989

Normal tax rate in France(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38.00% 36.10%

THEORETICAL TAX EXPENSE (C) = (A) X (B) . . . . . . . . . . . . . . . . . . . . . . 13,098 28,477

Impact of permanent differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,746) (2,970)Impact of differences in tax rates on profits . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,638 6,064Uncapitalized tax on losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,224) (5,223)Asset deferred tax recognized on earlier fiscal years . . . . . . . . . . . . . . . . . . . . . (7,461) —Impact of tax credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 264 7,569Impairment of goodwill on acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (24,052) (41,515)

TAX EXPENSES RECOGNIZED IN THE INCOME STATEMENT . . . . . . . . . . (25,483) (7,598)

Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00% 0.00%

In order to be prudent, the Group did not activate the deferred tax for the year on the loss-makingcompanies and does not activate any more the deferred tax for the past years excepted for the americancompanies. The tax rate of the year would have been 20.11% if activated.

F-46

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 19 Deferred tax (Continued)

3) Deferred tax assets and liabilities

Analysis by category of the temporal difference for the net deferred tax position recognized in thebalance sheet (before compensation by fiscal entities for deferred tax assets and liabilities).

Change inconsolidation Other changes Change in

In thousands of euros 12/31/2012 Reclassification Earnings scope in equity exchange rate 12/31/2013

Tax loss carryforwards and taxcredits . . . . . . . . . . . . . . 24,325 — (9,070) — — (671) 14,583

Pension plan commitments . . . 7,653 — 1,905 — (1,598) — 7,961Non-deductible provisions . . . 6,327 — (2,253) — — (97) 3,977Updating to fair value of

financial instruments . . . . . 5,159 — (265) — (1,556) — 3,338Cancellation of margin on

inventory . . . . . . . . . . . . . 27 — (12) — — — 15Cancellation of internal capital

gain . . . . . . . . . . . . . . . . 6,623 — (4) — — — 6,619Restatement of R&D margin . 2,825 — 739 — — — 3,564Restatement of allowance for

the assignment of intangibleassets . . . . . . . . . . . . . . . 587 2,070 (830) — — — 1,827

Updating to fair value offinancial instruments . . . . . — — — — — — —

Others . . . . . . . . . . . . . . . . 8,382 — 3,038 — 23 (372) 11,072

TOTAL DEFERRED TAXASSETS . . . . . . . . . . . . . 61,908 2,070 (6,753) — (3,130) (1,140) 52,956

Unrealized exchange gains/losses . . . . . . . . . . . . . . . — — (2,845) — 3,052 (207) —

Cancellation of accelerateddepreciation . . . . . . . . . . . (1,501) — 264 — — — (1,236)

Cegelease unrealized capitalgain . . . . . . . . . . . . . . . . (1,482) — 28 — — — (1,454)

Cancellation of depreciationon goodwill . . . . . . . . . . . (2,769) — (325) — — — (3,093)

Cancellation of depreciationinternal capital gains . . . . . (448) (2,070) (740) — — — (3,258)

Finance lease . . . . . . . . . . . (131) — 7 — — — (123)R&D capitalization . . . . . . . . (5,819) — 499 — — — (5,320)Restatement of the allowance

for the R&D margin . . . . . (546) — (315) — — — (861)Assets from business

combinations . . . . . . . . . . (4,052) — 357 — — 162 (3,533)Others . . . . . . . . . . . . . . . . (924) — (773) — — 228 (1,469)

DEFERRED TAX ASSETS . . . (17,672) (2,070) (3,844) — 3,052 183 (20,348)

NET DEFERRED TAX . . . . . 44,237 — (10,596) — (78) (956) 32,608

The change in deferred taxes recognized in the consolidated balance sheet after compensation byfiscal entities for deferred tax assets and liabilities can be verified in the following way:In thousands of euros Assets Liabilities Net

As at December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,855 (13,617) 44,238Impact on earnings for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,753) (3,844) (10,596)Impact on shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,270) 3,236 (1,034)Impact of net presentation by fiscal entity . . . . . . . . . . . . . . . . . . . . . . . . (4,712) 4,712 —

AS AT DECEMBER 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,121 (9,513) 32,608

NOTE 20 Lease commitments

Financial leases—Cegedim Group lessor

Financial leases involve the Cegelease Company, which provides financing for pharmaciesand doctors.

F-47

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 20 Lease commitments (Continued)

Schedule of payments to be received and present value

These leases are financial leases for 24 to 60 months for computer hardware and 36 to 84 months forcapital goods.

Lease Presentpayments value of

In thousands of euros due payments

Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,632 12,140Between 1 and 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,060 14,320More than 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91 60

TOTAL (A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,783 26,519FINANCIAL INCOME NOT ACQUIRED (B) . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3,264

MINIMUM PAYMENTS (A) + (B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,783 29,783

Operating leases—Cegedim Group lessee

The Group lists different types of operating leases in the Group:

• real estate;

• IT equipment;

• photocopiers;

• vehicle leases.

The expense resulting from these leases was 50,483 thousand euros in 2013.

Real estate leases are renewable every three-six-nine years. The Group signs standard leasingagreements.

The discount rate applied is 9.92%.

Payment schedule and present value

Lease Presentpayments value of

In thousands of euros due payments

Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,146 —Between 1 and 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,498 —More than 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,553 —

TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66,197 57,214

NOTE 21 Restatement of finance lease

Loans related to former finance leases were totally reimbursed during 2011. There is no morerestatement of finance leases.

NOTE 22 Earnings per share

Earnings per share are calculated by dividing Group earnings by the number of shares making up thecapital, excluding treasury shares.

The number of shares must be the weighted average number of outstanding ordinary shares duringthe fiscal year (i.e. 13,948,887 shares as of December 31, 2013 and 13,964,700 shares as of December 31,2012). Current earnings per share amounted to 0,4 euro in respect of the 2013 fiscal year.

F-48

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 22 Earnings per share (Continued)

Earnings per share amounted to (4,2) euro in respect of the 2013 fiscal year.12/31/2013 12/31/2012

Weighted average number of outstanding ordinary Cegedim SA shares . . . . . 13,997,173 13,997,173Less average number of treasury shares held . . . . . . . . . . . . . . . . . . . . . . . . (48,286) (32,473)Number of shares for the earnings per share calculation . . . . . . . . . . . . . . . . 13,948,887 13,964,700

NOTE 23 Diluted earnings per share

Earnings per share are calculated by dividing Group earnings by the number of shares making up thecapital, excluding treasury shares.

The number of shares must be the weighted average number of outstanding ordinary shares duringthe fiscal year (i.e. 13,948,887 shares as of December 31, 2013 and 13,964,700 shares as ofDecember 31, 2012).

NOTE 24 Off-balance sheet commitments

There are no significant commitments for earn-outs to be paid. There are no stock repurchases fromminority interests.

Guarantees given by Cegedim to its subsidiaries

CEGEDIM USA INC. SUBSIDIARY

Guarantee in favor of Bank of America for the amount of 3.5 million US dollars (Board of Directorsauthorization dated December 27, 2007) reduced to 2.25 million US dollars on May 1, 2010.

INPS SUBSIDIARY

4 million pounds sterling guarantee granted to Lancashire County Council for renewing the lease forthe offices in Chertsey (United Kingdom) (authorization of the Board of Directors on April 18, 2013).

INCAMS SUBSIDIARY

Cegedim is guarantor for the on-demand guarantee on the payment of the sums for which INCAMS isresponsible, which is itself the guarantor for its subsidiary iGestion, for the repayment of the loan grantedby Incams, AXA Assurances Vie Mutuelle and Mutuelle Mieux Etre (co-owner of VSS).

ALL SUBSIDIARIES

One-year authorization for all subsidiaries to grant securities, endorsements and other guarantees in atotal amount of 5 million euros provided no single commitment exceeds 2 million euros (authorized by theBoard of Directors on March 4, 2013).

Subsidiary guarantees

CEGEDIM ACTIV SUBSIDIARY

• Guarantee in favor of the Caisse Nationale de Securite Sociale de Casablanca for the amount of MAD75 thousand and 11 thousand euros.

• Guarantee in favor of CNOPS in the amount of 264 thousand euros.

• Guarantees in favor of Office National de l’Electricite for the amount of MAD 100 thousand andANAM for the amount of 36 thousand euros.

• Guarantees in favor of ANAM Maroc in the amount of 20 thousand MAD and ANAM in the amount of8 thousand euros.

• Guarantee in favor of Kingdom of Morocco for the amount of MAD 60 thousand.

F-49

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 24 Off-balance sheet commitments (Continued)

IGESTION SUBSIDIARY

• Guarantee in favor of La Poste for the amount of 80 thousand euros.

CEGEDIM PORTUGAL AND CEGEDIM INC. USA

• Guarantees for Cegedim Portugal and Cegedim Inc. USA respectively for the amounts of 269 thousandeuros and 2,250 thousand US dollars respectively granted by banks to lessors of offices.

Other securities have been granted by Cegedim and its subsidiaries in the total amount of75 thousand euros.

NOTE 25 Related companies

The purpose of the present note is to present the transactions that exist between the Group and itsrelated parties.

The remuneration of key management personnel is presented in note 26.

Identity of Cegedim’s parent company: FCB

Limited company (SA) held primarily by Mr. Jean-Claude Labrune, Chairman and Chief ExecutiveOfficer of Cegedim SA, his family and by certain members of the Board of Directors of Cegedim SA.

Figures Pertaining to the related parties

Certain transactions were carried out with companies who share a Cegedim SA Director.

The main subsidiaries (companies consolidated with the fully consolidated method) are listed innote 1. Only the significant transactions are described below:

FCB

• FCB re-invoices rent to some companies in the Cegedim Group for an amount of 6,757 thousand eurosas well as the related taxes for 783 thousand euros.

• FCB re-invoiced headquarters costs for the amount of 1,580 thousand euros.

• FCB granted a loan to Cegedim SA for the amount of 50 million euros in 2007. At the time of theCegedim capital increase, FCB subscribed for 4,906 thousand euros to offset a debt resulting in adecrease of the debt of 50 million euros to 45,094 thousand euros. The interest resulting from this loanfor 2013 was 2,457 thousand euros.

Companies under jointcontrol or significant

influence FCB Family companies

In thousands of euros 12/31/2013 12/31/2012 12/31/2013 12/31/2012 12/31/2013 12/31/2012

Income . . . . . . . . . . . . . . . . . . . . . . 239 — 213 186 — —Expenses . . . . . . . . . . . . . . . . . . . . . None None 11,576 10,009 1,181 1,086Loans . . . . . . . . . . . . . . . . . . . . . . . None None 45,094 45,094 — —Security deposits . . . . . . . . . . . . . . . None None 1,786 1,739 293 275Receivables . . . . . . . . . . . . . . . . . . . 239 — 12 10 — —Provisions for receivables . . . . . . . . . None None None None None NoneLiabilities . . . . . . . . . . . . . . . . . . . . None None 3,610 3,302 409 —Commitments given . . . . . . . . . . . . . None None — — — —Commitments received . . . . . . . . . . . None None — 664 — —

F-50

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 26 Manager’s compensation

Directors’ fees paid to Board members amounted to 120 thousand euros in the year endedDecember 31, 2013, and are recorded in the ‘‘Other external purchases and expenses’’ item of the incomestatement.

In compliance with IAS 24, Cegedim’s ‘‘key managers’’ correspond to the people sitting on the Boardof Directors with the authority and responsibility for planning, managing and controlling Cegedim’sactivities as well as any of the Group’s companies, directly or indirectly.

In accordance with IAS 24.17, in-kind benefits are recorded in the ‘‘Short-term benefits’’ item.

Gross Grossamount amount

In thousands of euros 12/31/2013 12/31/2012

Short-term benefits (wages, bonuses, etc.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,805 1,836Post-employment benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None NoneSeverance pay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None NoneOther long-term benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None None

BENEFITS RECOGNIZED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,805 1,836Termination benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None None

BENEFITS NOT RECOGNIZED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NONE NONE

The short term benefits include the variable and fixed portions of the manager’s compensation.

NOTE 27 Employees

In thousands of euros 12/31/2013 12/31/2012

France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,338 3,342International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,654 4,776

TOTAL STAFF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,992 8,118

NOTE 28 Employee costs

In thousands of euros 12/31/2013 12/31/2012

Wages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (429,149) (444,166)Profit-sharing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,385) (5,293)Free shares award plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76 (362)

PAYROLL COSTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (433,458) (449,821)

NOTE 29 Dividends

No dividend has been paid for 2012, in accordance with the Ordinary General Meeting decision heldon June 6, 2013.

NOTE 30 Capital

As at December 31, 2013, the share capital was made up of 13,997,173 shares (including55,165 treasury shares), each with a nominal value of 0.9528 euros, i.e. total share capital of13,336,506 euros.

NOTE 31 Treasury shares

A first outflow transaction relating to 8,890 treasury shares linked to the maturing of part of the plandated June 29, 2011 was recorded in June 2013 for an amount of 456 thousand euros.

F-51

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 31 Treasury shares (Continued)

A second outflow transaction of 13,320 treasury shares linked to the final maturity of the plan ofNovember 5, 2009 took place in November 2013 for an amount of 479 thousand euros.

Allocation of free shares

The Board of Directors Meetings of June 29, 2011, September 19, 2012 and June 4, 2013 wereauthorized by the Extraordinary Shareholders’ Meeting of June 8, 2011 to award a total number of freeshares not exceeding 10% of the total number of shares comprising the share capital to the Directors andemployees of the Cegedim Group.

Following a resolution of the Extraordinary Shareholders’ Meeting of February 22, 2008, the Board ofDirectors, at their Meetings of November 5, 2009 and June 8, 2010, were authorized to award a totalnumber of free shares, which were not to exceed 10% of the total number of shares making up the capital,to the Directors and employees of the Cegedim Group.

The main characteristics of the plans are the following:

The free shares awarded will grant the right to dividends. Their distribution will be determined as ofthe award date. The plan dated November 5, 2009 authorized a maximum allocation of 28,750 free shares,The plan dated June 8, 2010 authorized a maximum allocation of 32,540 free shares, The plan datedJune 29, 2011 authorized a maximum allocation of 41,640 free shares. The plan dated September 19, 2012authorized a maximum allocation of 31,670 free shares. The plan dated June 4, 2013 authorized amaximum allocation of 48,870 free shares:

• said shares to their beneficiaries will be fully allocated at the end of a vesting period of two years forbeneficiaries whose residence for tax purposes is in France as of the allocation date and four yearsfor beneficiaries whose residence for tax purposes is not in France as of the allocation date;

• the shares will be fully allocated to the beneficiaries on one condition: no resignation, dismissalor termination;

• starting from the final award date, beneficiaries whose residence for tax purposes is in France as ofthe award date must keep their shares for a term of two years starting from the final award date.

In application of standard IFRS 2, the expense measuring ‘‘the benefit’’ offered to employees isspread out on a linear basis over the vesting period.

The amount reported as expenses in respect of the 2013 fiscal year was 76 thousand euros.

The main characteristics of the plans are the following:

Plan of Plan of Plan of Plan of Plan of11/05/2009 06/08/2010 06/29/2011 09/19/2012 06/04/2013

Date of the General Meeting . . . 02/22/2008 02/22/2008 06/08/2011 06/08/2011 06/08/2011Date of the Board of Directors

Meeting . . . . . . . . . . . . . . . . 11/05/2009 06/08/2010 06/29/2011 09/19/2012 06/04/2013Date of plan opening . . . . . . . . . 11/05/2009 06/08/2010 06/29/2011 09/19/2012 06/04/2013Total number of shares than can

be allocated . . . . . . . . . . . . . . 28,750 shares 32,540 shares 41,640 shares 31,670 shares 48,870 sharesInitial subscription price . . . . . . . A65.00 A55.00 A39.12 A15.70 A24.46Date of free disposal of free

sharesFrance . . . . . . . . . . . . . . . . . . . 11/05/2011 06/08/2012 06/28/2013 09/18/2014 06/03/2015Abroad . . . . . . . . . . . . . . . . . . 11/05/2013 06/08/2014 06/28/2015 03/18/2016 06/03/2017

F-52

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 31 Treasury shares (Continued)

Position of plans as at December 31, 2013Plan of Plan of Plan of Plan of Plan of

11/05/2009 06/08/2010 06/29/2011 09/19/2012 06/04/2013

Total number of shares allocated . . . . — 21,180 shares 24,470 shares 28,280 shares 46,290 sharesTotal number of shares left to be

acquired after recorded exercisingof options and canceled options . . . — — 24,470 shares 15,310 shares 39,275 shares

Adjusted acquisition price of freeshare allotments

France . . . . . . . . . . . . . . . . . . . . . . A61.36 A51.45 A36.04 A15.24 A23.74Abroad . . . . . . . . . . . . . . . . . . . . . A52.11 A43.40 A29.95 A13.35 A20.79

NOTE 32 Disposal of receivables

On December 9, 2011, Cegedim SA concluded a deconsolidation transaction with Eurofactor relatingto the assignment of receivables for 15,799 thousand euros as at December 31, 2013.

NOTE 33 Auditors’ Fees12/31/2013 12/31/2012

Grant GrantIn thousands of euros Mazars % Thornton % Mazars % Thornton %

Auditing, certification, review ofindividual and consolidatedfinancial statements

Cegedim SA . . . . . . . . . . . . . . . 177 54.86% 177 43.32% 253 58.03% 248 47.60%Fully consolidated subsidiaries . . . . 145 45.14% 231 56.68% 183 41.97% 273 52.40%Other work and services directly

linked to the Auditors’assignment

Cegedim SA . . . . . . . . . . . . . . . — 0.00% — 0.00% — 0.00% — 0.00%Fully consolidated subsidiaries . . . . — 0.00% — 0.00% — 0.00% — 0.00%

AUDIT SUB-TOTAL . . . . . . . . . 322 100.00% 407 100.00% 436 100.00% 521 100.00%Legal, fiscal, social . . . . . . . . . . — 0.00% — 0.00% — 0.00% — 0.00%Others . . . . . . . . . . . . . . . . . . — 0.00% — 0.00% — 0.00% — 0.00%

SUB-TOTAL OF OTHERSERVICES PROVIDED BY THENETWORKS TO THE FULLYCONSOLIDATEDSUBSIDIARIES . . . . . . . . . . . — 0.00% — 0.00% — 0.00% — 0.00%

TOTAL AUDITORS’ FEES . . . . . 322 100.00% 407 100.00% 436 100.00% 521 100.00%

NOTE 34 Subsequent Events

To the best of the Company’s knowledge, no events or changes having a significant effect on theGroup’s financial position have taken place since the closing date.

NOTE 35 Seasonality

The business activities of the Group are marked by certain seasonality effects due to, amongst otherthings, its Software Publishing and Database Supplier Division.

The operating profit of the Second and Fourth Quarters is generally better than in the other twoquarters and, on the whole, the operating profit of the second semester is better than the first. This islargely due to the seasonal nature of the decision-making processes of the Cegedim customers. Inparticular, as far as the CRM and Strategic Data Division is concerned, customers use the Group’s servicesmore at the end of the year because they analyze the results of their marketing and sales efforts during thecourse of the year and prepare their strategies and budgets for the following year. Pharmaceutical salesrepresentatives, in order to achieve their annual objectives, also tend to call on our services at the end ofthe year. Lastly, the Health Professionals and Insurance and Services Divisions are also characterized by acertain seasonality effect as some customers invest in the Group’s end-of-year offers in order to maximizetheir annual budgets.

F-53

CEGEDIM STATUTORY AUDITORS’ REPORTON THE CONSOLIDATED FINANCIAL STATEMENTS

This is a free translation into English of the statutory auditors’ report on the consolidated financial statementsissued in French and it is provided solely for the convenience of English speaking users. The statutory auditors’report includes information specifically required by French law in such reports, whether modified or not. Thisinformation is presented below the audit opinion on the consolidated financial statements and includes anexplanatory paragraph discussing the auditors’ assessments of certain significant accounting and auditingmatters. These assessments were considered for the purpose of issuing an audit opinion on the consolidatedfinancial statements taken as a whole and not to provide separate assurance on individual account balances,transactions, or disclosures. This report also includes information relating to the specific verification ofinformation given in the Group’s management report. This report should be read in conjunction with, andconstrued in accordance with, French law and professional auditing standards applicable in France.

To the Shareholders,

In our capacity as Statutory Auditors, we hereby report to you, for the year ended December 31,2013, on:

• the audit of the accompanying consolidated financial statements of Cegedim,

• the justification of our assessments,

• the specific verification required by law.

The consolidated financial statements have been approved by the Board of Directors. Our role is toexpress an opinion on these financial statements based on our audit.

1—Opinion on the consolidated financial statements

We conducted our audit in accordance with auditing standards applicable in France; those standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement. An audit includes verifying, by audit sampling andother selective testing procedures, evidence supporting the amounts and disclosures in the consolidatedfinancial statements. An audit also includes assessing the accounting principles used, the significantestimates made by management, and the overall financial statements presentation. We believe that theevidence we have gathered in order to form our opinion is adequate and relevant.

In our opinion, the consolidated financial statements give a true and fair view of the assets, liabilities,financial position and results of the consolidated group of entities in accordance with IFRS as adopted bythe European Union.

Without modifying the conclusion expressed above, we draw your attention to the note ‘‘AccountingPolicies’’ and to note 7 ‘‘Goodwill on Acquisitions’’ to the consolidated financial statements setting out thecircumstances under which the impairment of goodwill of the CRM and Strategic Data cash-generatingunit was recognized as at December 31, 2013.

2—Justification of assessments

In accordance with the provisions of article L. 823-9 of the French Code of Commerce, we made ourown assessments that we bring to your attention:

CAPITALIZATION OF DEVELOPMENT COSTS

In the context of our assessment of the accounting policies applied by your company, we reviewed theconditions for capitalization of development costs, the amortization method used and the manner in whichtheir recoverable amount was validated and we ensured that the ‘‘Accounting policies—Intangible assetsand Asset impairment’’ paragraphs of the financial statements provided appropriate disclosures.

IMPAIRMENT TESTS

As mentioned in the first section of this report, note 7 to the consolidated financial statements sets outthe circumstances under which impairment of goodwill in the CRM and strategic data sector wasrecognized as at December 31, 2013.

F-54

At each balance sheet date, the company systematically performs impairment tests of goodwill andassets with indefinite useful lives and it also seeks to ascertain whether there are any indications ofimpairment to long-term assets, in accordance with the methodology described in the ‘‘Accountingpolicies—Asset impairment (IAS 36)’’ paragraph of the financial statements. We reviewed the manner inwhich this impairment test was implemented and the cash flow projections and assumptions used andverified that the ‘‘Accounting policies—Asset impairment (IAS 36)’’ paragraph as well as note 7 to thefinancial statements provided appropriate disclosures.

RETIREMENT BENEFIT OBLIGATIONS

The ‘‘Accounting policies—Retirement benefits’’ paragraph describes the valuation methods used forretirement commitments. Our work involved reviewing the figures used, assessing the assumptionsretained and verifying that note 13 to the financial statements provided appropriate disclosures.

In the context of our assessments, we verified that these estimates were reasonable and that thedisclosures provided in the notes to the consolidated financial statements were appropriate.

The assessments were thus made in the context of the performance of our audit of the consolidatedfinancial statements taken as a whole and therefore contributed to the formation of our audit opinionexpressed in the first part of this report

3—Specific verification

We have also performed the specific verification required by French law relatives related to the Groupin the corporate management report.

We have no matters to report regarding its fair presentation and conformity with the consolidatedfinancial statements.

Paris and Courbevoie, March 11, 2014The Statutory Auditors

Grant Thornton MazarsFrench Member of Grant Thornton International

Solange Aıache Jerome de Pastors

F-55

CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2012

BALANCE SHEET ASSETS

12/31/2012 12/31/2011 12/31/2010*In thousands of euros Net Net Net

GOODWILL ON ACQUISITION (NOTE 7) . . . . . . . . . . . . . . . . . 613,727 725,058 711,089Development costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,408 24,446 48,093Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183,714 167,002 121,932

INTANGIBLE ASSETS (NOTE 3) . . . . . . . . . . . . . . . . . . . . . . . . . 210,122 191,448 170,025Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 389 409 430Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,766 5,147 5,540Other tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,343 35,958 36,929Construction work in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,192 2,594 261

TANGIBLE ASSETS (NOTE 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,690 44,108 43,160Equity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 544 443 299Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,917 1,400 1,004Other long-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,445 9,637 8,017

LONG-TERM INVESTMENTS—EXCLUDING EQUITY SHARESIN EQUITY METHOD COMPANIES (NOTE 5) . . . . . . . . . . . . . 13,906 11,480 9,320

Equity shares in equity method companies (note 6) . . . . . . . . . . . . 8,143 7,645 7,276Government-Deferred tax (note 19) . . . . . . . . . . . . . . . . . . . . . . . . 57,855 48,093 49,317Accounts receivable: portion due in more than one year (note 9) . . 15,909 14,498 16,685Other receivables: portion due in more than one year (note 10) . . . 726 651 722

NON-CURRENT ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 962,078 1,042,982 1,007,594Services in progress (note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 188 305 298Goods (note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,798 10,274 10,428Advances and deposits received on orders . . . . . . . . . . . . . . . . . . . 971 1,151 1,250Accounts receivable: portion due in less than one year (note 9) . . . . 215,223 222,350 233,446Other receivables: portion due in less than one year (note 10) . . . . 38,696 25,778 25,702Cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,862 14,041 13,238Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,599 59,087 65,916Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,881 17,347 19,151

CURRENT ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 326,219 350,334 369,429

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,288,297 1,393,316 1,377,023

* The comparative financial statements presented as at 12/31/2010 were drawn up by retrospectively applying the equity methodfor actuarial differences relating to provisions for pensions and similar obligations.

F-56

CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2012 (Continued)

BALANCE SHEET LIABILITIES

In thousands of euros 12/31/2012 12/31/2011 12/31/2010*

Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,337 13,337 13,337Issue premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185,561 185,562 185,562Group reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 297,712 263,439 291,153Group exchange reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (238) (238) (238)Group exchange gains/losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,736 21,058 6,356

Group earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (85,351) 32,580 (16,349)

SHAREHOLDERS’ EQUITY, GROUP SHARE . . . . . . . . . . . . . . . . 424,757 515,737 479,820Minority interests (reserves) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 418 407 384Minority interests (earnings) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 90 102

MINORITY INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 507 497 486

SHAREHOLDERS’ EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 425,263 516,234 480,306Financial liabilities (note 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 457,103 483,744 489,280Financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,207 14,094 13,334Deferred tax liabilities (note 19) . . . . . . . . . . . . . . . . . . . . . . . . . . 13,617 12,862 13,466Provisions (note 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,615 25,154 26,481Other liabilities (note 16) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,562 7,142 29,890

NON-CURRENT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 517,104 542,996 572,451Financial liabilities (note 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72,609 51,871 60,667Financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 27 —Accounts payable and related accounts . . . . . . . . . . . . . . . . . . . . . 91,092 92,079 74,789Tax and social liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123,872 119,517 125,780Provisions (note 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,533 5,075 6,066Other liabilities (note 16) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,810 65,516 56,963

CURRENT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 345,930 334,085 324,266

TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,288,297 1,393,316 1,377,023

* The comparative financial statements presented as at 12/31/2010 were drawn up by retrospectively applying the equity methodfor actuarial differences relating to provisions for pensions and similar obligations.

F-57

CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2012 (Continued)

INCOME STATEMENT

In thousands of euros 12/31/2012 12/31/2011 12/31/2010*

REVENUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 921,773 911,463 926,674Other operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —Capitalized production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,419 47,137 40,188Purchases used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (111,513) (105,648) (110,887)External expenses (note 17) . . . . . . . . . . . . . . . . . . . . . . . . . . . (234,734) (240,184) (225,586)Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (14,658) (15,101) (14,660)Payroll costs (note 28) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (449,821) (442,231) (435,579)Allocations to and reversals of provisions . . . . . . . . . . . . . . . . . (5,424) (3,886) (4,088)Change in inventories of products in progress and finished

products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (125) 101 94Other operating income and expenses . . . . . . . . . . . . . . . . . . . . (276) (1,224) (1,371)EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153,642 150,428 174,786Depreciation expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (63,522) (66,523) (66,807)

OPERATING INCOME FROM RECURRING OPERATIONS . . 90,120 83,905 107,979Impairment of goodwill on acquisition . . . . . . . . . . . . . . . . . . . (115,000) — —Neutralization of the Dendrite brand . . . . . . . . . . . . . . . . . . . . — — (104,009)Non-recurrent income and expenses . . . . . . . . . . . . . . . . . . . . . (9,886) (7,983) (10,792)

OTHER NON-RECURRING INCOME AND EXPENSESFROM OPERATIONS (NOTE 18) . . . . . . . . . . . . . . . . . . . . (124,886) (7,983) (114,801)

OPERATING INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (34,766) 75,922 (6,822)Income from cash & cash equivalents . . . . . . . . . . . . . . . . . . . . 727 5,487 961Cost of gross financial debt . . . . . . . . . . . . . . . . . . . . . . . . . . . (33,750) (36,433) (30,450)Other financial income and expenses . . . . . . . . . . . . . . . . . . . . (11,096) (6,723) (4,793)COST OF NET FINANCIAL DEBT (NOTE 15) . . . . . . . . . . . . (44,119) (37,669) (34,282)Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (15,863) (21,216) (20,189)Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,265 14,642 44,186

TOTAL TAXES (NOTE 19) . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,598) (6,574) 23,997Share of profit (loss) for the period of equity method companies 1,221 991 860Profit (loss) for the period before earnings from activities that

have been discontinued or are being sold . . . . . . . . . . . . . . . . (85,262) 32,670 (16,247)Profit (loss) for the period net of income tax from activities that

have been discontinued or are being sold . . . . . . . . . . . . . . . . — — —Consolidated profit (loss) for the period . . . . . . . . . . . . . . . . . . (85,262) 32,670 (16,247)

ATTRIBUTABLE TO OWNERS OF THE PARENT (A) . . . . . . . (85,351) 32,580 (16,349)Minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 90 102Average number of shares excluding treasury stock (B) . . . . . . . 13,964,700 13,955,940 13,965,092

CURRENT EARNINGS PER SHARE (IN EUROS) . . . . . . . . . . 2.7 2.8 4.1

EARNINGS PER SHARE (IN EUROS) (NOTE 22) (A/B) . . . . . (6.1) 2.3 (1.2)Diluting instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None None None

DILUTED EARNINGS PER SHARE (IN EUROS) (NOTE 23) . . (6.1) 2.3 (1.2)

* The comparative financial statements presented as at 12/31/2010 were drawn up by retrospectively applying the equity methodfor actuarial differences relating to provisions for pensions and similar obligations.

F-58

CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2012 (Continued)

STATEMENT OF CONSOLIDATED EARNINGS

In thousands of euros 12/31/2012 12/31/2011 12/31/2010*

CONSOLIDATED PROFIT (LOSS) FOR THE PERIOD . . . . . . . . . . (85,262) 32,670 (16,247)

Other items included in total earnings:Unrealized exchange gains/losses . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,321) 11,241 52,143Free shares award plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 362 445 67Hedging of financial instruments (net of income tax) . . . . . . . . . . . . . 3,740 3,064 1,276Hedging of net investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3,454 (7,944)Actuarial differences relating to provisions for pensions . . . . . . . . . . . (3,683) (656) (511)

ITEMS RECOGNIZED AS SHAREHOLDERS’ EQUITY NET OFINCOME TAX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,902) 17,548 45,031

Total earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (92,164) 50,218 28,784Minority interests’ share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 83 102

ATTRIBUTABLE TO OWNERS OF THE PARENT . . . . . . . . . . . . . (92,254) 50,135 28,682

* The comparative financial statements presented as at 12/31/2010 were drawn up by retrospectively applying the equity methodfor actuarial differences relating to provisions for pensions and similar obligations.

F-59

CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2012 (Continued)

STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITYReserves Conso. Unrealizedtied to reserves and exchange Total Group Minority

In thousands of euros Capital capital earnings gains/losses share interests Total

Balance as at 01/01/2010 . . . . . . . . . . . . . 13,337 185,561 304,451 (38,081) 465,268 724 465,992Earnings for the fiscal year . . . . . . . . . . . . (16,349) (16,349) 102 (16,247)Earnings recorded directly as shareholders’

equity:• Transactions on shares . . . . . . . . . . . . . 67 67 67• Hedging of financial instruments . . . . . . . 1,276 1,276 1,276• Hedging of net investments . . . . . . . . . . (7,944) (7,944) (7,944)• Unrealized exchange gains/losses . . . . . . . 52,143 52,143 52,143• Actuarial differences relating to provisions

for pensions(2) . . . . . . . . . . . . . . . . . . . (511) (511) (511)

TOTAL EARNINGS FOR THE FISCALYEAR . . . . . . . . . . . . . . . . . . . . . . . . (15,517) 44,199 28,682 102 28,785

Total transactions with shareholders:• Capital transactions . . . . . . . . . . . . . . .• Distribution of dividends(1) . . . . . . . . . . . (13,959) (13,959) (75) (14,033)• Treasury shares . . . . . . . . . . . . . . . . . . (129) (129) (129)

TOTAL TRANSACTIONS WITHSHAREHOLDERS . . . . . . . . . . . . . . . . (14,087) (14,087) (75) (14,162)

Other changes . . . . . . . . . . . . . . . . . . . . (43) (43) (43)Change in consolidation scope . . . . . . . . . . 0 (265) (265)

BALANCE AS AT 12/31/2010 . . . . . . . . . . 13,337 185,561 274,803 6,118 479,820 486 480,306Earnings for the fiscal year . . . . . . . . . . . . 32,580 32,580 90 32,670Earnings recorded directly as shareholders’

equity• Transactions on shares . . . . . . . . . . . . . 445 445 445• Hedging of financial instruments . . . . . . . 3,064 3,064 3,064• Hedging of net investments . . . . . . . . . . 3,454 3,454 3,454• Unrealized exchange gains/losses . . . . . . . 11,248 11,248 (6) 11,242• Actuarial differences relating to provisions

for pensions(2) . . . . . . . . . . . . . . . . . . . (656) (656) (656)

TOTAL EARNINGS FOR THE FISCALYEAR . . . . . . . . . . . . . . . . . . . . . . . . 35,433 14,702 50,135 83 50,218

Total transactions with shareholders• Capital transactions . . . . . . . . . . . . . . .• Distribution of dividends(1) . . . . . . . . . . . (13,953) (13,953) (72) (14,025)• Treasury shares . . . . . . . . . . . . . . . . . . (277) (277) (277)

TOTAL TRANSACTIONS WITHSHAREHOLDERS . . . . . . . . . . . . . . . . (14,230) (14,230) (72) (14,302)

Other changes . . . . . . . . . . . . . . . . . . . . 12 12 7 19Change in consolidation scope . . . . . . . . . . 0 (7) (7)

BALANCE AS AT 12/31/2011 . . . . . . . . . . 13,337 185,561 296,019 20,820 515,737 497 516,234

Earnings for the fiscal year . . . . . . . . . . . . (85,351) (85,351) 89 (85,262)Earnings recorded directly as shareholders’

equity• Transactions on shares . . . . . . . . . . . . . 362 362 362• Hedging of financial instruments . . . . . . . 3,740 3,740 — 3,740• Hedging of net investments . . . . . . . . . .• Unrealized exchange gains/losses . . . . . . . (7,322) (7,322) 1 (7,321)• Actuarial differences relating to provisions

for pensions(2) . . . . . . . . . . . . . . . . . . . (3,683) (3,683) (3,683)

TOTAL EARNINGS FOR THE FISCALYEAR . . . . . . . . . . . . . . . . . . . . . . . . (84,932) (7,322) (92,254) 89 (92,164)

Total transactions with shareholders• Capital transactions . . . . . . . . . . . . . . . —• Distribution of dividends(1) . . . . . . . . . . . (62) (62)• Treasury shares . . . . . . . . . . . . . . . . . . 402 402 402

TOTAL TRANSACTIONS WITHSHAREHOLDERS . . . . . . . . . . . . . . . . 402 402 (62) 340

Other changes . . . . . . . . . . . . . . . . . . . . 871 871 (1) 870Change in consolidation scope . . . . . . . . . . (17) (17)

BALANCE AS AT 12/31/2012 . . . . . . . . . . 13,337 185,561 212,360 13,498 424,757 507 425,264

(1) The total amount of dividends is distributed to common shares. There are no other classes of shares. There were no issues,repurchases or redemptions of equity securities in 2010 or 2011, except for the shares acquired under the free share award plan.

(2) The comparative financial statements presented as at 12/31/2010 were drawn up by retrospectively applying the equity methodfor actuarial differences relating to provisions for pensions and similar obligations.

F-60

CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2012 (Continued)

CASH FLOW STATEMENT

In thousands of euros 12/31/2012 12/31/2011 12/31/2010*

Consolidated profit (loss) for the period . . . . . . . . . . . . . . . . . . . . . . (85,262) 32,670 (16,247)Share of earnings from equity method companies . . . . . . . . . . . . . . . (1,221) (991) (860)Depreciation and provisions(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178,495 63,733 167,894Capital gains or losses on disposals . . . . . . . . . . . . . . . . . . . . . . . . . (2,723) 415 (437)

CASH FLOW AFTER COST OF NET FINANCIAL DEBT ANDTAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89,289 95,827 150,350

Cost of net financial debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,119 37,669 34,282Tax expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,598 6,574 (23,997)

OPERATING CASH FLOW BEFORE COST OF NET DEBT ANDTAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141,006 140,070 160,635

Tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (28,097) (19,776) (15,264)Change in working capital requirements for operations(2) . . . . . . . . . . 4,033 21,249 (11,503)

CASH FLOW GENERATED FROM OPERATING ACTIVITIESAFTER TAX PAID AND CHANGE IN WORKING CAPITALREQUIREMENTS (A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116,942 141,543 133,868

Acquisitions of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . (51,993) (50,538) (45,511)Acquisitions of tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (26,897) (29,644) (27,783)Acquisitions of long-term investments . . . . . . . . . . . . . . . . . . . . . . . . (2,090) (2,084) —Disposals of tangible and intangible assets . . . . . . . . . . . . . . . . . . . . 1,149 2,083 4,155Disposals of long-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . — — 683Impact of changes in consolidation scope . . . . . . . . . . . . . . . . . . . . . (18,587) (1,422) (56,291)Dividends received from equity method companies . . . . . . . . . . . . . . 773 662 759

NET CASH FLOWS GENERATED BY INVESTMENTOPERATIONS (B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (97,645) (80,943) (123,988)

Dividends paid to parent company shareholders . . . . . . . . . . . . . . . . — (13,953) (13,959)Dividends paid to the minority interests of consolidated companies . . (62) (72) (75)Capital increase through cash contribution . . . . . . . . . . . . . . . . . . . . — — —Loans issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 200,000 303,147Loans repaid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (33,327) (222,558) (303,704)Interest paid on loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (30,413) (32,300) (18,734)Other financial income and expenses paid or received . . . . . . . . . . . . (5,345) 1,050 (6,310)

NET CASH FLOWS GENERATED BY FINANCING OPERATIONS(C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (69,147) (67,833) (39,635)

CHANGE IN CASH EXCLUDING CURRENCY EFFECT(A + B + C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (49,850) (7,233) (29,755)

Impact of changes in foreign currency exchange rates . . . . . . . . . . . . (426) 931 5,449

CHANGE IN CASH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (50,276) (6,302) (24,306)Opening net cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71,730 78,032 102,338Closing net cash (note 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,454 71,730 78,032

* The comparative financial statements presented as at 12/31/2010 were drawn up by retrospectively applying the equity methodfor actuarial differences relating to provisions for pensions and similar obligations.

(1) Includes impairment of goodwill on acquisition in the amount of 115 thousand euros.

(2) A ( ) sign indicates a requirement and the absence of a ( ) sign indicates a surplus

F-61

CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2012 (Continued)

STATEMENT OF CHANGES IN THE CONSOLIDATION SCOPE

% owned Consolidation% owned during the Consolidation method during

during the previous method during the previousCompanies involved year year the year year Comments

Companies entering theconsolidation scope

Institute of MedicalCommunication . . . . . . . 100.00% — FC — Created in April 2012

Cegedim Software . . . . . . . 100.00% — FC — Created in May 2012Primeum Cegedim . . . . . . . 50.00% — EM — Created in June 2012Cegedim SRH Montargis . . . 100.00% — FC — Created in June 2012ASP Line . . . . . . . . . . . . . 100.00% — FC — Acquired in July 2012AJLB Services . . . . . . . . . . 100.00% — FC — Acquired in July 2012Longimetrica . . . . . . . . . . . 100.00% — FC — Acquired in November 2012Cegedim Healthcare

Software . . . . . . . . . . . . 100.00% — FC — Creation in November 2012Cegedim Dynamic

Framework . . . . . . . . . . 100.00% — FC — Creation in December 2012Cegedim Assurances . . . . . . 100.00% — FC — Creation in December 2012Cegedim secteur 1 . . . . . . . 100.00% — FC — Creation in December 2012Cegedim IT . . . . . . . . . . . 100.00% — FC — Creation in December 2012Cegedim E-Business . . . . . . 100.00% — FC — Creation in December 2012Cegedim santestat . . . . . . . 100.00% — FC — Creation in December 2012Cegedim onekey . . . . . . . . 100.00% — FC — Creation in December 2012

Companies leaving theconsolidation scope

Qualipharma . . . . . . . . . . . — 100.00% — FC ToA of Qualipharma toHospitalis in January 2012

iSante . . . . . . . . . . . . . . . — 100.00% — FC ToA of iSante to Cetipin January 2012

Pharmapost . . . . . . . . . . . . 100.00% 100.00% FC FC Sold in April 2012CSD Canada . . . . . . . . . . . 100.00% 100.00% FC FC Liquidated in July 2012

F-62

SEGMENT INFORMATION AS AT DECEMBER 31, 2012

INCOME STATEMENT ITEMS AS AT DECEMBER 31, 2012

CRM andstrategic Healthcare Insurance Total rest

In thousands of euros data professionals and services 12/31/2012 Total France of world

Sector income

A Outside Group sales . . . . . . . . . . . . . . . . . . . . 488,145 282,595 151,033 921,773 481,829 439,944

B Sales to other Group sectors . . . . . . . . . . . . . . . . 33,277 9,194 12,443 54,914 51,711 3,202

A + B Total sector revenue . . . . . . . . . . . . . . . . . . . . . 521,422 291,789 163,476 976,687 533,541 443,146

Sector earnings

D Operating income from recurring operations . . . . . . 32,697 35,172 22,251 90,120

E Current EBITDA . . . . . . . . . . . . . . . . . . . . . . 60,341 58,980 34,321 153,642

Operating margin (in %)

D/A Operating margin from recurring operations outsideGroup . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.7% 12.4% 14.7% 9.8%

E/A EBITDA margin from ordinary activities outsideGroup . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.4% 20.9% 22.7% 16.7%

Depreciation expenses by sector

Depreciation expenses . . . . . . . . . . . . . . . . . . . 27,644 23,808 12,070 63,522

GEOGRAPHICAL BREAKDOWN OF 2012 CONSOLIDATED REVENUE

Euro zoneoutside Pound US dollar Rest of

In thousands of euros France France sterling zone zone world 12/31/2012

Geographical breakdown . . . . . . . . . . . . . . . 481,829 119,857 84,937 105,667 129,482 921,773% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52% 13% 9% 11% 14% 100%

BALANCE SHEET ITEMS AS AT DECEMBER 31, 2012

CRM and Insurancestrategic Healthcare and Total Total rest

In thousands of euros data professionals services 12/31/2012 France of world

Sector assets (net values)Goodwill on acquisition (note 7) . . . . . . . 444,813 118,705 50,209 613,727 120,627 493,100Intangible assets (note 3) . . . . . . . . . . . . 116,479 42,432 51,212 210,122 189,251 20,871Tangible assets (note 4) . . . . . . . . . . . . . 24,528 12,355 4,807 41,690 22,607 19,083Equity shares accounted for using the

equity method (note 3) . . . . . . . . . . . . 49 8,043 49 8,142 82 8,060

NET TOTAL . . . . . . . . . . . . . . . . . . . . 585,869 181,535 106,276 873,681 332,567 541,114

Investments for the year (gross values)Goodwill on acquisition (note 7) . . . . . . . 44 12,619 37 12,700 12,656 44Intangible assets (note 3) . . . . . . . . . . . . 30,942 9,798 11,252 51,992 45,329 6,663Tangible assets (note 4) . . . . . . . . . . . . . 6,479 18,951 1,606 27,036 18,528 8,508Equity shares accounted for using the

equity method (note 3) . . . . . . . . . . . . 49 — — 49 49 —

GROSS TOTAL . . . . . . . . . . . . . . . . . . 37,514 41,369 12,895 91,778 76,563 15,215

Sector liabilities

Non-current liabilitiesProvisions (note 12) . . . . . . . . . . . . . . . . 14,466 7,857 7,293 29,615 25,485 4,130Other liabilities (note 16) . . . . . . . . . . . . 3,192 — 370 3,562 384 3,178

Current liabilitiesAccounts payable and related accounts . . . 59,016 21,490 10,586 91,092 44,426 46,666Tax and social liabilities . . . . . . . . . . . . . 71,780 24,672 27,421 123,872 80,875 42,998Provisions (note 12) . . . . . . . . . . . . . . . . 3,641 701 191 4,533 1,265 3,268Other liabilities (note 16) . . . . . . . . . . . . 13,338 21,547 18,925 53,810 37,491 16,319

F-63

SEGMENT INFORMATION AS AT DECEMBER 31, 2011

INCOME STATEMENT ITEMS AS AT DECEMBER 31, 2011

CRM andstrategic Healthcare Insurance Total rest

In thousands of euros data professionals and services 12/31/2011 Total France of world

Sector income

A Outside Group sales . . . . . . . . . . . . . . . . . . . . 510,631 259,795 141,037 911,463 469,587 441,876

B Sales to other Group sectors . . . . . . . . . . . . . . . . 32,051 7,861 11,014 50,925 48,521 2,405

A + B Total sector revenue . . . . . . . . . . . . . . . . . . . . . 542,682 267,656 152,051 962,389 518,108 444,281

Sector earnings

D Operating income from recurring operations . . . . . . 33,627 29,299 20,979 83,905

E Current EBITDA . . . . . . . . . . . . . . . . . . . . . . 60,340 58,735 31,352 150,428

Operating margin (in %)

D/A Operating margin from recurring operations outsideGroup . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.6% 11.3% 14.9% 9.2%

E/A EBITDA margin from ordinary activities outsideGroup . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.8% 22.6% 22.2% 16.5%

Depreciation expenses by sector

Depreciation expenses . . . . . . . . . . . . . . . . . . . 26,713 29,437 10,373 66,523

GEOGRAPHICAL BREAKDOWN OF 2011 CONSOLIDATED REVENUE

Euro zoneoutside Pound US dollar Rest of

In thousands of euros France France sterling zone zone world 12/31/2011

Geographical breakdown . . . . . . . . . . . . . 469,587 127,868 78,868 106,676 128,464 911,463% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52% 14% 9% 12% 14% 100%

BALANCE SHEET ITEMS AS AT DECEMBER 31, 2011

CRM and Insurancestrategic Healthcare and Total Total rest

In thousands of euros data professionals services 12/31/2011 France of world

Sector assets (net values)Goodwill on acquisition (note 7) . . . . . . . 568,844 106,042 50,172 725,058 107,971 617,087Intangible assets (note 3) . . . . . . . . . . . . 108,624 37,684 45,140 191,448 165,325 26,123Tangible assets (note 4) . . . . . . . . . . . . . 28,699 10,201 5,208 44,108 26,071 18,037Equity shares accounted for using the

equity method (note 6) . . . . . . . . . . . . — 7,593 52 7,645 47 7,598

NET TOTAL . . . . . . . . . . . . . . . . . . . . 706,167 161,520 100,572 968,259 299,414 668,845

Investments for the year (gross values)Goodwill on acquisition (note 7) . . . . . . . 46 1,355 — 1,401 — 1,401Intangible assets (note 3) . . . . . . . . . . . . 29,609 9,334 11,596 50,538 44,416 6,123Tangible assets (note 4) . . . . . . . . . . . . . 10,408 17,000 2,242 29,650 23,198 6,452Equity shares accounted for using the

equity method (note 6) . . . . . . . . . . . . — — — — — —

GROSS TOTAL 40,063 27,689 13,837 81,589 67,614 13,975

Sector liabilities

Non-current liabilitiesProvisions (note 12) . . . . . . . . . . . . . . . . 13,711 6,035 5,408 25,154 18,554 6,600Other liabilities (note 16) . . . . . . . . . . . . 3,443 914 2,785 7,142 3,100 4,042

Current liabilitiesAccounts payable and related accounts . . . 64,524 16,311 11,244 92,079 46,278 45,801Tax and social liabilities . . . . . . . . . . . . . 74,168 22,443 22,906 119,517 75,121 44,396Provisions (note 12) . . . . . . . . . . . . . . . . 3,991 742 342 5,075 1,316 3,759Other liabilities (note 16) . . . . . . . . . . . . 29,916 21,293 14,307 65,516 34,500 31,015

F-64

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

HIGHLIGHTS OF THE 2012 FISCAL YEAR

ACQUISITION

On July 3, 2012, Cegedim completed the acquisition of ASP Line, France’s fourth-largest publisher ofpharmacist software, established all around the country, thus strengthening Cegedim’s leadership positionin the pharmacy computerization market in France. Financed by internal financing, these activitiesrepresent annual revenues of around A9 million and are part of the consolidation scope of Cegedim Groupfrom July 1, 2012.

Under the terms of the agreements between the two parties, all other details regarding thistransaction are confidential.

DISPOSAL

Cegedim sold its Pharmapost subsidiary, one of France leading printers of drug information sheets, tothe Chesapeake group on April 30, 2012. Pharmapost contributed A5.9 million to Group consolidatedrevenues in 2011; its contribution to consolidated EBITDA was close to zero.

Under the terms of the agreements between the two parties, all other details regarding thistransaction are confidential.

AWARD

On September 26, Cegedim received the ‘‘Mid Cap Corporate Governance’’ award, sponsored byL’AGEFI, in recognition of the quality of the transparency and governance practices that the Grouphas adopted.

READJUSTMENT OF BANK COVENANTS

On October 3, Cegedim obtained the consent of its banking partners under the credit facility toamend certain covenants thereunder. This consent signals the continued confidence of our bankingpartners in the Group.

INTANGIBLE ASSETS IMPAIRMENT

CRM and strategic data business plan adjustment led the Group to have a depreciation of goodwillaffected to this sector in the consolidated accounts for an amount of 115 million euros (see note 7).

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ACCOUNTING STANDARDS

Pursuant to European Regulation no. 1606/2002 of July 19, 2002 on the application of internationalaccounting standards, amended by EC Regulation no. 297/2008 of March 11, 2008 and subsequentEuropean Regulations on IAS/IFRS standards, the consolidated financial statements of the CegedimGroup were closed on December 31, 2012 in accordance with international accounting standards.International accounting standards include IFRS (‘‘International Financial Reporting Standards’’), IAS(‘‘International Accounting Standards’’) and their mandatory application interpretations on theclosing date.

The consolidated financial statements were approved by the Board of Directors of Cegedim SA attheir meeting of March 1, 2013, and will be submitted to the General Meeting for approval.

NORMS AND NEW INTERPRETATIONS APPLICABLE ON OR AFTER JANUARY 1, 2012

The new IFRS standards, interpretations and modifications, as adopted by the European Union forfiscal years starting on or after January 1, 2012, were applied by the Company and did not result in anysignificant changes in the assessment methods for assets, liabilities, income and expenses.

The new standards, modifications and interpretations that are mandatorily applicable for the 2012annual financial statements are the following:

• Amendments to IFRS 7—Disclosures in the event of transfers of financial assets;

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NORMS AND INTERPRETATIONS ADOPTED BY IASB BUT NOT YET APPLICABLE AS ATDECEMBER 31, 2012

The Groupe has not yet anticipated any of the new norms and interpretations whose application isforeseen on January 1, 2012:

• Amendments to IAS 1—Presentation of other comprehensive income;

• Amendments to IAS 32—Compensation of financial assets and liabilities;

• IAS 12—Recovery of underlying assets;

• Amendments to IAS 12—Deferred Tax: recovery of underlying assets;

• Amendment to IAS 19—Employee benefits;

• Amendment to IAS 28—Investments in associates and joint ventures;

• IFRS 9—Financial instruments;

• IFRS 10—Consolidated financial statements;

• IFRS 11—Joint arrangements;

• IFRS 12—Disclosure of interests in other entities;

• IFRS 13—Fair value measurement.

VALUATION BASES

General Principle

The financial statements are mainly prepared according to the historic cost principle, one of theexceptions is derivative instruments and financial assets available for sale, which are valued at fair value.

Use of estimates and assumptions

In order to prepare the financial statements, the management of the Group or the subsidiaries mustmake estimates and use certain assumptions that impact the value of the assets and liabilities, the valuationof positive and negative contingencies on the closing date, as well as income and expenses for thefiscal year.

Due to the uncertainties inherent in any valuation process, the Group revises its estimates based onregularly updated information. It is possible that the future results of the operations involved will differfrom these estimates.

The assumptions and estimates primarily concern:

• the valuation of the recoverable value of assets (assumptions described in the § ‘‘Impairment ofAssets’’ and in note 7);

• the valuation of retirement obligations (assumptions described in note 13).

Consolidation methods

Subsidiaries and equity investments are included in the consolidation scope on the date on whichcontrol is effectively transferred to the Group, while subsidiaries and equity investments sold are excludedfrom the consolidation scope on the date on which control is lost.

Subsidiaries over which the Group exercises exclusive control are consolidated using the fullconsolidation method, even if the percentage held is less than 50%. Exclusive control exists if the parentcompany directly or indirectly holds the power to dictate the financial and operational policies of acompany so as to benefit from its activities.

The full consolidation method used is the method by which the assets, liabilities, income and expensesare fully consolidated. The share in net assets and net earnings attributable to the minority shareholders ispresented separately as minority interests in the consolidated balance sheet and the consolidated incomestatement.

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Equity investments over which the Group exercises joint control are consolidated using theproportional consolidation method.

Equity investments over which the Group exercises significant influence are consolidated using theequity method. Significant influence is presumed if the Group holds a percentage of voting rights greaterthan or equal to 20%. According to this method, the Group records the ‘‘share of the profit (loss) for theperiod of the companies consolidated using the equity method’’ on a specific line of the consolidatedincome statement.

The list of consolidated companies is set out in note 1. Some companies, insignificant from theGroup’s perspective, are not consolidated.

Business combinations (IFRS 3)

Business combinations are accounted for using the acquisition method in accordance with theprovisions of standard IFRS 3—Business combinations.

The assets, liabilities and contingent liabilities of the identified entity acquired are accounted for attheir fair value.

The difference between the acquisition price and the Group’s interest in the net fair value of assets,liabilities and contingent liabilities of the acquired entity at the acquisition date is recorded as goodwill. Ingeneral, the acquisitions made by the Group correspond to acquisitions of market shares leading to limitedallocations of acquisition on goodwill. If the acquisition price is less than the fair value of the identifiedassets, liabilities and contingent liabilities acquired, the difference is immediately recognized as ‘‘badwill’’in the income statement.

Goodwill on acquisition is recorded in the functional currency of the entity acquired. Standard IAS 21(§ 47) requires that goodwill on acquisition in foreign currencies be recognized at the closing rate on eachaccounting closing date and not at the historical cost.

Goodwill on acquisition is not depreciated and is subject, in accordance with revised standard IAS 36,to impairment testing when an impairment indicator is identified and at least once a year (see§ ‘‘Impairment of Assets’’). If necessary, impairments are recorded as ‘‘Other non-recurring income andexpenses from operations.’’

Goodwill on acquisition

Commercial goodwill acquired in connection with business combinations for which the length ofconsumption of the future economic benefits cannot be determined is not depreciated. However, inaccordance with IAS 36 (revised), they are subject to impairment testing whenever an impairmentindicator is identified and at least once a year (see § ‘‘Impairment of Assets’’).

If the current value of commercial goodwill is less than the net book value, the difference in value isrecorded on the income statement.

The current value is estimated based on the present and future profitability of the division concerned.

Intangible assets (IAS 38)

INTANGIBLE ASSETS ACQUIRED SEPARATELY OR IN CONNECTION WITH A BUSINESSCOMBINATION

The intangible assets acquired separately (primarily software) are recorded initially at theirhistorical cost.

They are recognized when (1) it is probable that future economic benefits attributable to them will goto the Group and (2) their cost can be measured reliably.

Intangible assets acquired in connection with business combinations are recorded at their fair value atthe acquisition date.

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Intangible assets whose utility lenght is over are then assessed and recognized according to the costmodel. Their amortization base (cost minus residual value) is amortized in case of value loss(see § Impairment of assets).

Their value is monitored regularly. If necessary, resulting changes are recognized.

With the exception of commercial goodwill, intangible assets are depreciated using the straight-linemethod over their useful life (excluding goods with an indefinite life span). The value of depreciatedintangible assets is tested if an impairment indicator is identified.

Any impairments are recorded as ‘‘Other non-recurring income and expenses from operations.’’

RESEARCH AND DEVELOPMENT COSTS/INTERNALLY DEVELOPED SOFTWARE

Research expenses are recorded as expenses for the fiscal year during which they were incurred.

Development costs for new internal projects are capitalized if the following criteria are fully satisfiedin accordance with IAS 38:

• the project is clearly identified and the related costs are separable and tracked reliably;

• the technical feasibility of the project has been demonstrated, and the Group has the intention andthe financial capacity to complete the project and use or sell the products resulting from the project;

• it is likely that the developed project will generate future economic benefits that will flow tothe Group.

Otherwise, the development costs are recorded as expenses for the fiscal year during which theywere incurred.

Once in use, an asset whose development is complete is removed from the development costs itemand recognized under the corresponding asset item (generally software).

Depreciation is calculated as of the moment the fixed asset is in use and is calculated over itsforeseeable useful life.

Project typology depends on life cycle and is as follows:

Project type Duration Mode Number of projects

Structuring projects . . . . . . . . . . . . . . . 15-20 years Straight-line Very limited number of projectsStrategic projects . . . . . . . . . . . . . . . . . 8-10 years Straight-line Limited numberCurrent developments . . . . . . . . . . . . . 5 years Straight-line Core of the Group’s projectsTargeted projects . . . . . . . . . . . . . . . . . 2-4 years Straight-line Limited number

Tangible assets (IAS 16)

Tangible assets consist primarily of computer hardware and industrial equipment and are recorded attheir purchase cost less accumulated depreciation and impairment losses.

The useful life of tangible assets are revised on regular basis. The resulting changes, if any, are appliedprospectively.

Depreciation is calculated based on the economic service life, the depreciable basis used being thepurchase cost less any estimated residual value.

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The following depreciation terms (period and method) are used:

AverageDescription length Mode

Computer hardwareMicrocomputers for office use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-4 years Straight-lineServer systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5-15 years Straight-line

Industrial equipmentPrinting equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8-10 years Straight-lineIndustrial equipment and machinery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5-8 years Straight-lineFixtures and facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8-15 years Straight-lineTransportation equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 years Straight-lineOffice equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 years Straight-lineMoveable property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 years Straight-line

Additionally, IAS 16 prescribes the separate component approach for assets that can be broken downinto elements that each have different uses or offer economic benefits at a different rate. In the CegedimGroup, this involves buildings consisting of administrative offices and industrial facilities (shop, warehouse,storage area, etc.) for which separate depreciation plans have been established based on the useful life ofthe different components (shell, facades and waterproofing, general and technical facilities, fixtures).

The useful lives of tangible assets are reviewed periodically and may be modified prospectivelydepending on the circumstances.

Tangible assets are subject to impairment testing if an impairment indicator is identified. If necessary,additional impairment is recorded in the income statement as ‘‘Other non-recurring income and expensesfrom operations.’’

Finance leases (IAS 17)

A finance lease is a lease agreement that transfers almost all risks and benefits of ownership of anasset to the lessee.

Assets used for lease agreements are capitalized at their fair value and offset by a financial debt ifthese lease agreements effectively transfer virtually all the risks and benefits inherent in ownership of thisproperty to the Group. Lease payments are broken down into financial expense (recorded as ‘‘Cost of netfinancial debt’’) and debt amortization.

Assets that are the subject of financial leases are depreciated over the same periods as owned propertyof the same category.

Impairment of assets (IAS 36)

CASH GENERATING UNITS (CGU)

Impairment tests are performed on the Cash Generating Units (CGUs) to which these assets may beallocated. The CGU is the smallest identifiable group of assets that generates cash flows which are largelyindependent of the cash inflows generated by other assets or groups of assets. CGUs generally correspondto a set of entities contributing to the same sector of activity (type of services) and using the same tools.

CGUs follow the divisions of the Group’s main sectors of activity, which are further dividedthemselves into separate industry components if they are relevant to the definition of the cash flows. Insome cases, the geographic component takes precedence over the industry component due to synergiesestablished in certain countries or in certain regions thus leading to the definition of geographic CGUs.

Sectors of Activity and CGUs

• CRM and strategic data: This sector includes all services for pharmaceutical companies worldwide.The industry components of this sector are not strictly separate. They have strong synergies in thatthey revolve around a skills center and a shared database. The division into CGUs thus favors a

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geographic division (Americas, Europe, Asia) on the basis of which it is possible to monitor distinctcash flows.

• Healthcare professionals: This sector groups together all services for medical professionals. Thereare two major industry components and two CGUs, thus a distinction between services forphysicians and services for pharmacists.

• Insurance and services: This sector is a CGU in its own right. It brings together the know-howneeded to develop services for insurance companies, mutuals and other organizations involved inthe processing of healthcare flows.

For impairment testing purposes, as of the acquisition date, goodwill acquired within a businesscombination is allocated to the CGU that is likely to benefit from the synergies of the combination. Thisassignment is also consistent with the manner in which the Group’s management monitors theperformance of operations.

DISCOUNT RATE

The Group uses a single rate for all CGUs. The skills center and databases used to support all of theseGroup services are centralized and only the distribution is local. In addition, Cegedim’s customers in itscore business are worldwide groups.

Also, given that the value of an asset is independent of its financing method, the discount rate usedcorresponds to a zero-debt cost of equity. This is consistent with the recommendations of IAS 36,appendices 15 to 21.

The Group has mandated an independent firm of experts to calculate this discount rate. Thecalculations mainly refer to comparable stock samples and benchmark indexes to determine Cegedim’sown risk premium and coefficient. It is updated as required according to market conditions and at leastonce a year.

In compliance with IAS 36, impairment tests are carried out using a pre-tax discount rate that includesa target debt-equity ratio applicable to Cegedim’s activity sector and an industry risk coefficient that is alsore-indebted. This pre-tax rate amounts to 10,86% as of December 31, 2012. It is applicable to operatingcash flows before income taxes. As of 12/31/2011, Cegedim used a discount rate of 11.55%.

The recoverable amount of a CGU is the higher of its fair value less costs to sell and value in use.

The Group evaluates the recoverability of its long-term assets as follows:

Amortized Intangible Assets (software, databases)

These intangible assets are amortized and are individually monitored. This monitoring is based onindices intended to detect a possible loss of value, namely the productivity expected from the asset orbusiness opportunities. In the presence of a loss of value, the Group carries out an impairment test thatmay result in the recognition of additional impairment.

Unamortized Intangible Assets (trademarks, goodwill on acquisition)

Once a year, the Group performs impairment tests to assess the possible loss of value of its assets.

Business plans are set for each CGU from which the net present value of expected future cash flowsfor the CGU using the DCF (Discounted Cash Flow) method is calculated. The length used for businessplans is 5 years.

The discount rate is determined as explained above.

The perpetuity growth rate chosen is based on economic data that is weighted so as to reflect thespecificities of the Cegedim Group. Since 2008, an independent firm of experts has been mandated tocalculate this rate, which is 2% (unchanged since 2008).

In addition, sensitivity tests are conducted on various parameters, namely by varying the assumptionsused for the discount rate, the perpetuity growth rate, and EBIT and Free Cash Flow growth.

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In addition to these annual impairment tests, the Group individually monitors these assets in the samemanner as amortized intangible assets. Indications of a loss in value specifically account for changes inrevenues and the operating margins of the CGUs to which the assets are allocated. Where a risk ofimpairment is identified, the Group performs an impairment test that may result in the recognition ofadditional impairment.

A loss in value is recorded if the recoverable amount of an asset or of a CGU is less than itsbook value.

If the CGU tested includes goodwill on acquisition, the impairment is first allocated to this goodwill.

Impairment is recognized under ‘‘Other non-recurring income and expenses from operations’’ and isclearly explained in the notes to the consolidated financial statements.

Long-term investments (IAS 32/IAS 39)

Equity investments in non-consolidated companies are classified as securities available for sale. Theyare initially recorded at the purchase cost, and then subsequently valued at their fair value if this fair valuecan be determined reliably.

Changes in fair value are accounted for in a separate item of shareholders’ equity until the securitiesare effectively sold, at which time the transaction is recognized in the income statement.

Additionally, if an identified decrease in value is considered important or permanent, it is accountedfor as financial earnings.

Loans granted are accounted for at their amortized cost and are impaired if there is an objectiveindication they may be impaired. Long-term financial receivables are discounted if the effect ofdiscounting is deemed significant.

Deferred taxes (IAS 12)

Deferred taxes are calculated using the variable tax rate method for all temporal differences betweenthe book value entered in the consolidated financial statements and the tax basis of the Group’s assets andliabilities. Deferred tax assets and liabilities are valued at the tax rate expected to be applied for the fiscalyear during which the asset will be realized or the liability paid, based on the tax rates approved on theclosing date.

Deferred tax assets on deductible temporal differences and on unused tax losses carried forward arerecognized to the extent that it is likely that future taxable profits will be offset by as yet unused tax losses.

Deferred tax assets and liabilities are not discounted. They are offset when (1) the entity has a legallyenforceable right to offset tax assets and liabilities, (2) they relate to income taxes levied by the sametaxation authority on the same taxable entity.

Inventories of goods and services in progress (IAS 2)

INVENTORIES OF GOODS

Inventories of goods are valued using the weighted average cost method. The gross value of goods andsupplies includes the purchase price and ancillary expenses.

Impairment is recorded if the book value is less than the inventory value (net realizable value).

SERVICES IN PROGRESS

The inventory value consists solely of the direct costs recorded on contracts being performed. Animpairment is recorded when future billings for work in progress will not cover the correspondingdirect costs.

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Accounts receivable and other operating receivables

ACCOUNTS RECEIVABLE

Accounts receivable are initially valued at fair value then at amortized cost and are individuallymonitored. An impairment is established when the inventory value is less than the recorded value based onthe probability of recovery.

Receivables transferred to third parties (factoring contract) are derecognized from the Group assetswhen the risks and advantages associated with them are substantially transferred to the said third partiesand if the factoring company accepts, in particular, the credit risk, the rate risk and the recovery deadline.

Credit risk corresponds to the risk of not recovering the receivable. In the case of deconsolidatingcontracts for Group entities, the credit risk is borne by the factoring company, which means that the Groupis no longer exposed to the debt recovery risk and consequently the disposal is deemed without recourse.

The recovery deadline risk corresponds to the transfer of the financial risk associated with theextension of the period for recovering receivables and the related carrying cost. For contracts todeconsolidate entities from the Group, the commission rate for a given disposal is only adjusted accordingto the EURIBOR and the repayment deadline for the previous disposal. The financing commission is paidat the start of the period and is not modified thereafter.

Technical dilution risk is associated with the non-payment of the receivable due to shortcomings notedwith regard to services rendered or commercial disputes. For each deconsolidating contract signed byGroup entities, the contingency reserve does not cover general risks or payment deadline risk; the fundguarantee covers technical dilution debits (credits, etc.).

OTHER RECEIVABLES

Receivables are accounted for at their discounted amount if they are payable in more than one yearand if the effects of discounting are significant.

Cash and cash equivalents

Cash equivalents are valued at their market value on the closing date. Differences in value arerecorded as financial earnings.

Treasury shares (IAS 32)

In accordance with IAS 32, treasury shares are accounted for at their purchase cost and are recordedagainst consolidated shareholders’ equity.

Gains (losses) arising from sales of treasury shares are added to (deducted from) consolidatedreserves at their amount net of tax effects.

Sales of treasury shares are accounted for using the FIFO method.

Provisions and contingent liabilities (IAS 37)

A provision is recorded if the Group has an obligation resulting from past events, whose settlementshould correspond to an outflow with economical benefit and whose amount can be reasonably measured.The provision ranking is maintained as long as the due date and the amount of the outflow of resourceshave not been precisely determined.

Provisions are estimated on a case by case basis or based on statistics when they include a lot of items.They are discounted when they are due in more than one year. Cegedim Group’s main commitments(excluding retirement compensation) are intended to cover employee, client and supplier litigation.

Retirement benefits (IAS 19)

DEFINED-CONTRIBUTION PLANS

Defined-contribution plans are post-employment benefit plans under which an entity makes definedcontributions to a separate entity (a fund) and shall have no legal or implied obligation to pay additional

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contributions if the fund has insufficient assets to provide all the benefits corresponding to the servicesrendered by employees during current and prior periods. These contributions are recorded as expenses forthe period in which they are due with no liability recognized in the balance sheet.

DEFINED-BENEIT PLANS

The defined-benefit plans designate post-employment benefits other than defined-contribution plans.

They primarily involve retirement obligations. If these obligations are assumed directly by the Group’scompanies, the corresponding actuarial liabilities are covered by a provision in the balance sheet.

Since 2011, the Group has applied the IAS 19, as amended, allowing the recognition directly in equityof actuarial gains and losses arising from changes in the assumptions in the calculation of such liabilities.

Actuarial liabilities are calculated using the projected credit units method and are based on valuationsspecific to each country and to each company of the Group; these valuations include assumptionsconcerning wage increases, inflation, life expectancy and employee turnover. The discount rate applied toretirement obligations is determined using the closing benchmark market rate based on first-class bonds.In countries where this type of market is not active, the Group uses the closing rate of government bonds.

Additionally, the impact of changes to the collective bargaining agreements on the valuation of theprovision for retirement is spread over the residual length of the employees’ working life.

Finally, if this obligation is partially or completely covered by funds paid by the companies of theGroup to financial agencies, the amounts of these dedicated investments are deducted from the liability onthe balance sheet.

Financial liabilities (IAS 32/IAS 39)

Share premiums and issue costs impact the value (fair value) at the recognition of financial liabilities,and are included in the calculation of the EIR (Effective Interest Rate) in compliance with IAS 32 andIAS 39. Loans and other financial liabilities which carry interest are valued according to the depreciatedcost method using the effective interest rate for the loan. The costs are thus spread out over the loan’s lifecycle via the EIR.

In the event of financial liabilities arising from financial leases, the financial liability recorded to offsetthe tangible asset is initially recorded at the fair value of the leased asset or, if this is lower, at the presentvalue of the minimum lease payments.

Derivatives and hedging instruments

Financial instruments are recognized at fair value and subsequent changes in fair value of theinstrument are recognized according to whether or not the instrument is a hedging instrument and if so,the nature of the item hedged.

The Group’s use of derivatives such as interest rate swaps, caps or other equivalent term contracts, isintended to hedge risks associated with fluctuations in interest rates.

These derivative instruments are recorded in the balance sheet at market value. Changes in marketvalue are recognized in the income statement excluding transactions that qualify as cash flow hedges (flowsrelated to a variable interest rate debt) for which changes in value are recorded under equity.

From the outset of the transaction, the Group documents the relationship between the hedginginstrument and the hedged item, as well as its risk management objectives and hedging policy.

The financial elements covered by derivatives follow hedging accounting principles which are oftwo types:

• fair value hedges;

• cash flow hedges.

For fair value hedges, the underlying financial liability of the derivative is revalued in the balancesheet under the risk hedged (risk relating to interest rate fluctuations). Changes in value are recorded in

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the income statement (as financial expenses) and offset changes in the value of the derivative allocated tothe underlying for the hedged portion.

For cash flow hedges, the financial liability is recorded in the balance sheet at amortized cost. Changesin the value of the derivative are recorded in equity. As the financial expenses or income of the hedgedelement impact on the income statement for a given period, the financial expenses or income recordedunder equity in relation to the derivative for the same period are transferred to the income statement.

When a derivative does not qualify under hedge accounting principles, changes in fair value arerecognized in the income statement (other operating profits/losses).

Revenue recognition (IAS 18)

Cegedim Group’s revenues consist primarily of services, software sales and to a lesser extent,hardware sales.

SERVICES

The main categories of services and the methods of revenue recognition are as follows:

• access to the Group’s databases is generally realized by subscription with periodic billing (monthlyor yearly); sales revenues are then recorded on a prorated basis according to elapsed time;

• standard and specific studies supplied by the Group are recorded when they are delivered to clients;

• data processing performed for clients is recorded when the service is provided;

• support services (assistance, maintenance, etc.) are covered by a contract (generally annual),calculated on a lump sum basis in relation to the costs and resources committed by the Group toprovide these services. Income from these contracts is recorded on a prorated basis over theduration of the contract and results, in this case, in the recognition of deferred income.

SOFTWARE AND HARDWARE SALES

These sales are recorded upon delivery, concurrent with installation at the professional’s site. Anydiscounts and rebates are recorded as a subtraction from sales.

Sales issued from new software licences with unlimited or limited lenght are accounted (under thecondition that the Group does not have any other obligations) when there exists an agreement with theclient, if the delivery and acceptance are completed, if the amount of sales and costs related can bemesured properly, and if the economical advantages connected to the transaction will go back to theGroup. If one of these standards is not completed, sales connected to software licence is postponed untilall of these standards are completed.

Methods for translating items into foreign currencies (IAS 21)

TRANSACTIONS IN FOREIGN CURRENCIES

Transactions in foreign currencies are recorded using the exchange rate applicable on the date thetransactions are recorded. On the closing date, accounts payable or receivable denominated in foreigncurrencies are converted into euro at the closing exchange rate.

Translation differences for transactions in foreign currencies are recorded as financial earnings. Suchtransactions are very limited in number. Therefore, there is no specific management of the exchange risk.The Group is also not covered for amortization of liabilities in dollars, given the Group’s revenues inthat currency.

FINANCIAL STATEMENTS OF FOREIGN ENTITIES

The currency used to prepare consolidated financial statements is the euro.

The financial statements of foreign entities using a different functional currency are converted intoeuro using:

• the official closing rate for assets and liabilities;

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• the average rate for the fiscal year ended for items of the income statement and the cashflow statement;

• the historic cost for shareholders’ equity.

Translation gains or losses resulting from this treatment and those resulting from the translation of theshareholders’ equity of subsidiaries at the beginning of the fiscal year based on the closing rates areincluded as ‘‘Group translation gains and losses’’ under consolidated shareholders’ equity.

Translation gains or losses on intra-Group loans are neutralized via the Group translation gains orlosses (in reserves) in order to smooth out fluctuations in exchange rates because these loans are long termand may be, if applicable, transformed into increases in capital.

Cash flow statement (IAS 7)

In accordance with the option offered by IAS 7 (Cash flow statement), a detailed cash flow statementis prepared using the indirect method, which presents the reconciliation of profit (loss) for the period withthe net cash flow generated by the operations during the fiscal year. The opening and closing cash positionsinclude cash and cash equivalents which are made up of investment instruments less overdrafts andoutstanding bank loans.

Segment reporting (IFRS 8)

Segment reporting is prepared according to the accounting methods used for the preparation andpresentation of consolidated financial statements.

In application of the provisions in IFRS 8, the segment reporting presents operating segments that arecomparable to the activity sectors previously identified according to IAS 14.

The segment reporting corresponds to the organization of the Group’s internal reporting, which leadsto the development of the management tools used by the Group’s management. This is also the main lineused for financial communication.

The Group’s activities are divided into three activity sectors:

• CRM and strategic data, which includes all activities dedicated to pharmaceutical companies(optimizing marketing and sales strategies, namely through tools and databases for managing salesforces, returns on investment, market or prescriber studies, etc.);

• Healthcare professionals, which includes activities for medical professionals such as physicians andpharmacists (software publishing with availability of promotional information);

• Insurance and services, which brings together the know-how needed to develop services forinsurance companies, mutuals and other organizations involved in the processing of healthcareflows (software publishing and management of healthcare reimbursement flows).

The Group continues to publish information by geographic area, which shows the France/outsideFrance dichotomy. This analysis is refined for consolidated revenue in order to show the Group’s exposureto the different currencies, to the extent this information is significant.

Intra-Group transfer prices are relative to standard agreements signed under normal terms.

Risk management

The Group’s activities remain subject to the usual risks inherent in its industries, political andgeopolitical risks arising from its international presence for most activities, and unexpected instances offorce majeure. The main identified risks are as follows:

INTEREST RATES RISK

To mitigate the effects of interest-rate increases on financial expense, the Group has decided toimplement an interest-rate hedging policy in order to cap the annual financing rate over the term of itsborrowings. Only Cegedim SA hedges borrowings as necessary. The total notional value hedged was

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105,597 thousand euros as at December 31, 2012. The notional amount hedged as at December 31, 2012was 109,497 thousand euros of euro-denominated debt.

EXCHANGE RATE RISK

The foreign currencies representing a significant percentage of consolidated revenues are the poundsterling (9%) and the dollar (approximately 12%). The Group has not established a policy in respect ofexchange-rate hedging. This leaves the Group potentially exposed to a more or less significant exchangerate risk from year to year.

The table below shows the impact of exchange rate risk on the balance sheet.

In thousands of euros GBP USD

Total balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (684) (6,027)Off-balance-sheet position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Net position after management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (684) (6,027)

This table allows the loss risk on the net global foreign currency position to be calculated on theassumption of an unfavorable and consistent change of 1% in the currency used to prepare financialstatements in comparison to the total amount of foreign currencies involved. For informational purposes,the impact of an unfavorable and consistent change of 1% in the euro-dollar exchange rate on the financialstatements of subsidiaries whose operating currency for financial statements is USD would have a negativeimpact of 3.0 million euros on the Group’s shareholders’ equity.

Should the revenue/costs structure remain similar, any appreciation in the euro against the poundsterling would bring about a reduction in earnings expressed in euro. On the basis of the 2012 fiscal year,all other currencies remaining at the same level against the pound sterling, a theoretical 1% appreciationin the euro against the pound sterling would have a negative impact of 841 thousand euros on Cegedim’srevenue, and 148 thousand euros on its operating income.

Should the revenue/costs structure remain similar, any appreciation in the euro against the US dollarwould bring about a reduction in earnings expressed in euros. On the basis of the 2012 fiscal year, all othercurrencies remaining at the same level against the US dollar, a theoretical 1% appreciation in the euroagainst the US dollar would have a negative impact of 1,046 thousand euros on Cegedim’s revenue and39 thousand euros on its operating income.

The total exchange rate effect on revenue was positive in the amount of 19 million euros in 2012. Thedollar had a positive impact of 8.6 million euros and the pound sterling had a positive impact of 5.5 millioneuros. The exchange gains or losses amount on revenue is determined by recalculating 2011 revenue basedon the 2012 exchange rate. The currency exchange rates used are the average rates for the fiscal year.

F-76

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTES AND ADDITIONAL TABLES

NOTE 1 List of consolidated companies

% ofCompanies Main place of business City SIREN control % owned Method

Fully consolidated companies (France)Cegedim . . . . . . . . . . . . . . . . . . . . . 127-137, rue d’Aguesseau Boulogne 350 422 622 100.00% 100.00% FCAlliance Software . . . . . . . . . . . . . . . . Le Crystal Palace— Nice 407 702 208 100.00% 100.00% FC

369/371 promenade desAnglais

Ajlb Services . . . . . . . . . . . . . . . . . . . ZI du Fond des Pres—3, Marcoussis 387 667 108 99.96% 100.00% FCrue du Fond des Pres

Alliadis . . . . . . . . . . . . . . . . . . . . . . 3, impasse des Chenes Niort 342 280 609 100.00% 100.00% FCAmix . . . . . . . . . . . . . . . . . . . . . . . Le Gros Moulin—Amilly Montargis 339 137 895 100.00% 100.00% FCASP Line . . . . . . . . . . . . . . . . . . . . . 56, rue Paul Claudel— Limoges 384 121 000 99.96% 99.96% FC

Parc Magre RomanetCDS—Centre de Services . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 344 480 066 100.00% 100.00% FCCegedim Activ . . . . . . . . . . . . . . . . . . Imm. le Pyreneen—ZAC Labege 400 891 586 100.00% 100.00% FC

de la Grande Borde—Voie no 6

Cegedim Assurances . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 790 172 217 100.00% 100.00% FCCegedim Dynamic Framework . . . . . . . . 137, rue d’Aguesseau Boulogne 790 172 795 100.00% 100.00% FCCegedim e-business . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 790 172 225 100.00% 100.00% FCCegedim Healthcare Software . . . . . . . . 137, rue d’Aguesseau Boulogne 789 997 871 100.00% 100.00% FCCegedim Ingenierie . . . . . . . . . . . . . . . 326, rue du Gros Montargis 402 338 719 100.00% 100.00% FC

Moulin—AmillyCegedim IT . . . . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 790 173 066 100.00% 100.00% FCCegedim Logiciels Medicaux . . . . . . . . . 122, rue d’Aguesseau Boulogne 353 754 088 100.00% 100.00% FCCegedim OneKey . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 790 172 092 100.00% 100.00% FCCegedim Prestation Conseil Outsourcing . . 15, rue Paul Dautier Velizy 303 529 184 100.00% 100.00% FCCegedim Secteur 1 . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 790 171 987 100.00% 100.00% FCCegedim Software . . . . . . . . . . . . . . . 114, rue d’Aguesseau Boulogne 752 466 516 100.00% 100.00% FCCegedim SRH . . . . . . . . . . . . . . . . . . 17, rue de l’Ancienne Boulogne 332 665 371 100.00% 100.00% FC

MairieCegedim SRH Montargis . . . . . . . . . . . 326, rue du Gros Montargis 752 466 805 100.00% 100.00% FC

Moulin—AmillyCSD France (Cegedim Strategic Data 90-92, route de la Reine Boulogne 318 024 338 100.00% 100.00% FC

France) . . . . . . . . . . . . . . . . . . . .Cegelease . . . . . . . . . . . . . . . . . . . . Rue de la Zamin Capinghem 622 018 091 100.00% 100.00% FCCetip . . . . . . . . . . . . . . . . . . . . . . . 122, rue d’Aguesseau Boulogne 410 489 165 99.89% 99.89% FCDecision Research Europe . . . . . . . . . . 90-92, route de la Reine Boulogne 322 548 371 100.00% 100.00% FCEurofarmat . . . . . . . . . . . . . . . . . . . . Rue de la Zamin— Capinghem 489 278 978 100.00% 100.00% FC

Immeuble GuilaurGERS . . . . . . . . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 521 625 582 100.00% 100.00% FCHospitalis . . . . . . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 452 121 320 100.00% 100.00% FCIcomed . . . . . . . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 333 046 274 100.00% 100.00% FCiGestion . . . . . . . . . . . . . . . . . . . . . 114, rue d’Aguesseau Boulogne 440 367 357 100.00% 100.00% FCIncams . . . . . . . . . . . . . . . . . . . . . . 114-116, rue d’Aguesseau Boulogne 429 216 351 100.00% 100.00% FCMedExact . . . . . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 432 451 912 100.00% 100.00% FCMidiway . . . . . . . . . . . . . . . . . . . . . Zac de la Grande Labege 415 394 030 77.02% 77.02% FC

Borde—voie 6 immeublele Pyreneen

Pharmacie Gestion Informatique . . . . . . . ZA de Kerangueven Hanvec 391 865 847 100.00% 100.00% FCPharmastock . . . . . . . . . . . . . . . . . . . 326, rue du Gros Montargis 403 286 446 100.00% 100.00% FC

Moulin—AmillyProval SA . . . . . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 383 118 684 99.36% 99.36% FCReportive . . . . . . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 388 447 179 100.00% 100.00% FCResip . . . . . . . . . . . . . . . . . . . . . . . 56, rue Ferdinand Boulogne S/Mer 332 087 964 100.00% 100.00% FC

BuissonRM Ingenierie . . . . . . . . . . . . . . . . . . Av de la Gineste Rodez 327 755 393 100.00% 100.00% FCRNP . . . . . . . . . . . . . . . . . . . . . . . . 15, rue de l’Ancienne Boulogne 602 006 306 100.00% 100.00% FC

MairieRosenwald . . . . . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 582 151 486 100.00% 100.00% FCSantestat . . . . . . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 790 172 175 100.00% 100.00% FCSCI Montargis 2000 . . . . . . . . . . . . . . 573, av. d’Antibes Montargis 324 215 128 68.83% 68.83% FCServices Premium Sante (SPS) . . . . . . . . 100, rue des Fougeres Lyon 513 188 771 40.00% 40.00% FCSofiloca . . . . . . . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 348 940 255 100.00% 100.00% FC

Companies consolidated using the equitymethod (France)

Edipharm . . . . . . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 381 819 309 20.00% 20.00% EMInfodisk . . . . . . . . . . . . . . . . . . . . . . Immeuble CPL— Le Lamentin 490 029 774 34.00% 34.00% EM

Californie 2Primeum Cegedim . . . . . . . . . . . . . . . 37, rue de Lisbonne Paris 752 067 058 50.00% 50.00% EM

F-77

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 List of consolidated companies (Continued)

Companies Country City % of control % owned Method

Fully consolidated companies (International)Alliadis Europe Ltd . . . . . . . . . . . . . . . . . . . . . Great Britain London 100.00% 100.00% FCCamm Eastern Europe . . . . . . . . . . . . . . . . . . . Poland Warsaw 100.00% 100.00% FCCegedim AB . . . . . . . . . . . . . . . . . . . . . . . . . Sweden Stockholm 100.00% 99.97% FCCegedim Algerie . . . . . . . . . . . . . . . . . . . . . . Algeria Algiers 100.00% 100.00% FCCegedim Asia Pacific PTE Ltd . . . . . . . . . . . . . . Singapore Singapore 100.00% 100.00% FCCegedim Australia Pty. Ltd . . . . . . . . . . . . . . . . Australia Pymble 100.00% 100.00% FCCegedim Belgium . . . . . . . . . . . . . . . . . . . . . . Belgium Drogenbos 99.97% 99.97% FCCegedim Bilisim AS . . . . . . . . . . . . . . . . . . . . Turkey Istanbul 100.00% 100.00% FCCegedim Canada Ltd . . . . . . . . . . . . . . . . . . . . Canada Scarborough 100.00% 100.00% FCCegedim Centroamerica y el Caraibe . . . . . . . . . . Guatemala Guatemala 100.00% 99.97% FCCegedim China . . . . . . . . . . . . . . . . . . . . . . . China Shanghai 100.00% 100.00% FCCegedim Colombia Ltda . . . . . . . . . . . . . . . . . . Colombia Bogota 100.00% 99.97% FCCegedim Computer Technics Development and

Trading Co. Ltd . . . . . . . . . . . . . . . . . . . . . . Hungary Budapest 100.00% 100.00% FCCegedim CZ SRO . . . . . . . . . . . . . . . . . . . . . Czech Republic Prague 100.00% 100.00% FCCegedim Data Services Limited . . . . . . . . . . . . . Great Britain Preston 100.00% 100.00% FCCegedim Denmark AS . . . . . . . . . . . . . . . . . . . Denmark Soborg 100.00% 99.97% FCCegedim Deutschland GmbH . . . . . . . . . . . . . . Germany Bensheim 100.00% 100.00% FCCegedim do Brasil . . . . . . . . . . . . . . . . . . . . . Brazil Sao Paulo 100.00% 100.00% FCCegedim Ecuador . . . . . . . . . . . . . . . . . . . . . . Ecuador Quito 100.00% 99.97% FCCegedim Finland . . . . . . . . . . . . . . . . . . . . . . Finland Espoo 100.00% 100.00% FCCegedim GmbH . . . . . . . . . . . . . . . . . . . . . . . Austria Vienna 100.00% 100.00% FCCegedim Group Poland . . . . . . . . . . . . . . . . . . Poland Warsaw 100.00% 100.00% FCCegedim Hellas . . . . . . . . . . . . . . . . . . . . . . . Greece Athens 99.99% 99.99% FCCegedim Hispania . . . . . . . . . . . . . . . . . . . . . . Spain Madrid 100.00% 100.00% FCCegedim Holding GmbH . . . . . . . . . . . . . . . . . Germany Bensheim 100.00% 100.00% FCCegedim India Private Limited . . . . . . . . . . . . . . India Mumbai 100.00% 100.00% FCCegedim Italia . . . . . . . . . . . . . . . . . . . . . . . . Italy Milan 100.00% 100.00% FCCegedim KK . . . . . . . . . . . . . . . . . . . . . . . . . Japan Osaka 100.00% 100.00% FCCegedim Korea Ltd . . . . . . . . . . . . . . . . . . . . . South Korea Seoul 100.00% 100.00% FCCegedim LLC . . . . . . . . . . . . . . . . . . . . . . . . Russia Moscow 100.00% 100.00% FCCegedim Malaysia SDN . . . . . . . . . . . . . . . . . . Malaysia Kuala Lumpur 100.00% 100.00% FCCegedim Maroc . . . . . . . . . . . . . . . . . . . . . . . Morocco Casablanca 100.00% 100.00% FCCegedim Mexico . . . . . . . . . . . . . . . . . . . . . . . Mexico Mexico City 100.00% 99.97% FCCegedim Netherland . . . . . . . . . . . . . . . . . . . . Netherlands Naarden 100.00% 99.97% FCCegedim New Zealand Ltd . . . . . . . . . . . . . . . . New Zealand Auckland 100.00% 100.00% FCCegedim Norway AS . . . . . . . . . . . . . . . . . . . . Norway Oslo 100.00% 99.97% FCCegedim Portugal . . . . . . . . . . . . . . . . . . . . . . Portugal Porto Salvo 100.00% 100.00% FCCegedim Romania SRL . . . . . . . . . . . . . . . . . . Romania Bucharest 100.00% 100.00% FCCegedim Rx Limited . . . . . . . . . . . . . . . . . . . . Great Britain Chertsey Surrey 100.00% 100.00% FCCegedim SK SRO . . . . . . . . . . . . . . . . . . . . . . Slovakia Bratislava 100.00% 100.00% FCCegedim SRH Ltd . . . . . . . . . . . . . . . . . . . . . Great Britain Chertsey Surrey 100.00% 100.00% FCCegedim Software India Private Limited . . . . . . . . India Bangalore 100.00% 100.00% FCCegedim Strategic Data (China) Co., Ltd . . . . . . . China Shanghai 100.00% 100.00% FCCegedim Strategic Data Argentina . . . . . . . . . . . Argentina Buenos Aires 100.00% 100.00% FCCegedim Strategic Data Australia Pty Ltd . . . . . . . Australia Chippendale 100.00% 100.00% FCCegedim Strategic Data Belgium . . . . . . . . . . . . Belgium Drogenbos 100.00% 100.00% FCCegedim Strategic Data Espana . . . . . . . . . . . . . Spain Madrid 100.00% 100.00% FCCegedim Strategic Data GmbH . . . . . . . . . . . . . Germany Bensheim 100.00% 100.00% FCCegedim Strategic Data Italia . . . . . . . . . . . . . . Italy Milan 100.00% 100.00% FCCegedim Strategic Data KK . . . . . . . . . . . . . . . Japan Osaka 100.00% 100.00% FCCegedim Strategic Data Korea . . . . . . . . . . . . . . South Korea Seoul 100.00% 100.00% FCCegedim Strategic Data Medical Research Ltd . . . Great Britain Chertsey Surrey 100.00% 100.00% FCCegedim Strategic Data Medical Research SRL . . . Italy Milan 100.00% 100.00% FCCegedim Strategic Data UK Limited . . . . . . . . . . Great Britain Chertsey Surrey 100.00% 100.00% FCCegedim Strategic Data USA LLC . . . . . . . . . . . USA Jersey City 100.00% 100.00% FCCegedim Sweden AB . . . . . . . . . . . . . . . . . . . . Sweden Stockholm 100.00% 99.97% FCCegedim Switzerland . . . . . . . . . . . . . . . . . . . . Switzerland Zurich 100.00% 100.00% FCCegedim Taiwan Co Ltd . . . . . . . . . . . . . . . . . . Taiwan Taipei 100.00% 100.00% FCCegedim Trends LLC . . . . . . . . . . . . . . . . . . . . Egypt Cairo 100.00% 100.00% FC

F-78

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 List of consolidated companies (Continued)

Companies Country City % of control % owned Method

Cegedim Tunisie . . . . . . . . . . . . . . . . . . . . . . . Tunisia Tunis 100.00% 100.00% FCCegedim UK Ltd . . . . . . . . . . . . . . . . . . . . . . Great Britain Chertsey Surrey 100.00% 100.00% FCCegedim Ukraine LLC . . . . . . . . . . . . . . . . . . . Ukraine Kiev 100.00% 100.00% FCCegedim USA . . . . . . . . . . . . . . . . . . . . . . . . USA Bedminster 100.00% 100.00% FCCegedim Venezuela . . . . . . . . . . . . . . . . . . . . . Venezuela Caracas 100.00% 100.00% FCCegedim World Int.Services Ltd . . . . . . . . . . . . . Ireland Dublin 100.00% 100.00% FCCompufile Ltd . . . . . . . . . . . . . . . . . . . . . . . . Great Britain Chertsey Surrey 100.00% 100.00% FCCroissance 2006 . . . . . . . . . . . . . . . . . . . . . . . Belgium Forest 100.00% 100.00% FCCegedim Inc. . . . . . . . . . . . . . . . . . . . . . . . . USA Bedminster 100.00% 100.00% FCGERS Maghreb . . . . . . . . . . . . . . . . . . . . . . . Tunisia Tunis 100.00% 100.00% FCHealth Data Management Partners . . . . . . . . . . . Belgium Drogenbos 100.00% 100.00% FCHospital Marketing Services Ltd . . . . . . . . . . . . . Great Britain Eastleigh 100.00% 100.00% FCIcomed Belgium . . . . . . . . . . . . . . . . . . . . . . . Belgium Drogenbos 100.00% 99.97% FCInPractice Systems . . . . . . . . . . . . . . . . . . . . . Great Britain London 100.00% 100.00% FCInfopharm Ltd . . . . . . . . . . . . . . . . . . . . . . . . Great Britain Chertsey Surrey 100.00% 100.00% FCInpractice Enterprise Solution Ltd . . . . . . . . . . . Great Britain Dundee 100.00% 100.00% FCInstitute of Medical Communication . . . . . . . . . . Russia Moscow 100.00% 100.00% FCIntercam Ltd Ireland . . . . . . . . . . . . . . . . . . . . Ireland Dublin 100.00% 100.00% FCLongimetrica . . . . . . . . . . . . . . . . . . . . . . . . . Italy Milan 100.00% 100.00% FCMedimed GmbH . . . . . . . . . . . . . . . . . . . . . . Germany Bensheim 100.00% 100.00% FCMs Centroamerica y el Caribe, SA . . . . . . . . . . . Costa Rica Heredia 100.00% 99.97% FCNext Plus . . . . . . . . . . . . . . . . . . . . . . . . . . . Tunisia Tunis 49.00% 49.00% FCNext Software . . . . . . . . . . . . . . . . . . . . . . . . Tunisia Tunis 100.00% 100.00% FCNomi Medicin . . . . . . . . . . . . . . . . . . . . . . . . Sweden Stockholm 100.00% 99.97% FCOepo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Belgium Drogenbos 100.00% 99.97% FCPharmec Health Care Software . . . . . . . . . . . . . Romania Bucharest 100.00% 100.00% FCPulse System Inc. . . . . . . . . . . . . . . . . . . . . . . USA Wichita 100.00% 100.00% FCResip Drug Database UK Limited . . . . . . . . . . . Great Britain Loughborough 100.00% 100.00% FCSchwarzeck Verlag GmbH . . . . . . . . . . . . . . . . . Germany Munich 100.00% 100.00% FCSgbtif . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Luxembourg Luxembourg 100.00% 99.97% FCSK&A Information System . . . . . . . . . . . . . . . . USA Irvine 100.00% 100.00% FCStacks Consulting e Ingeniera de Software . . . . . . Spain Barcelona 100.00% 100.00% FCStacks Servicios Tecnologicos SL . . . . . . . . . . . . Spain Barcelona 100.00% 100.00% FCStacks Servicios Tecnologicos SL Chile Ltda . . . . . Chile Providencia 100.00% 100.00% FCThin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Great Britain Chertsey Surrey 100.00% 100.00% FC

Companies consolidated using the equity method(International)

Millennium . . . . . . . . . . . . . . . . . . . . . . . . . . Italy Florence 49.22% 49.22% EM

Art & Strategie, Netfective Technologie, Teranga Software and Quality Flux are held at 20% or lessand are not consolidated.

Next Plus, held at 49%, is consolidated using the full consolidation method as the Group has exclusivecontrol, the stewardship being exercised by Cegedim Tunisia.

NOTE 2 Impact of changes in consolidation scope

1) On the balance sheet (at the closing date)

Consolidated Consolidatedbefore change Change after change

In thousands of euros at 12/31/2012 2012 at 12/31/2012

Goodwill on acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601,065 12,662 613,727Other non-recurring assets (excluding goodwill on acquisition) . . . . 346,873 1,477 348,351Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 323,683 2,536 326,219

BALANCE SHEET TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,271,622 16,676 1,288,297

Figures used were not the consolidation entry values but the figures from the financial statements asat December 31, 2012.

F-79

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2 Impact of changes in consolidation scope (Continued)

At the acquisition date, the impact of the companies entering the consolidation was:

• on assets: 9,055 thousand euros;

• on liabilities: 5,992 thousand euros.

2) On the P&L (at the closing date)

Consolidated Consolidatedbefore change Change after change

In thousands of euros at 12/31/2012 2012 at 12/31/2012

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 917,689 4,084 921,773Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (34,569) (197) (34,766)Consolidated profit (loss) for the period . . . . . . . . . . . . . . . . . . . . (84,996) (266) (85,262)

The figures mentioned refer to the creation and acquisition of companies starting on the date of theirentry into the Group and are therefore not representative of the impact for a full year.

3) Company acquisition financing

In 2012, acquisitions of companies and earn-outs payment were self-financed and amounted to22.9 million euros.

Acquisitions are ASP Line and Longimetrica, plus the creation of the Primeum JV. The Group alsosold its entity Pharmapost. Therefore, the total net acquisition amounts to 18.2 million euros.

NOTE 3 Intangible Assets

Openingreclassification Acquisitions/ Change Change

In thousands of euros 12/31/2011 and correction Provisions in scope Decrease in rate 12/31/2012

Development costs . . . . . . . . . . . . . 24,446 (15,907)(2) 17,127 742 — — 26,408Internal software(1) . . . . . . . . . . . . . 211,604 15,907(2) 31,476 — — (334) 258,653External software . . . . . . . . . . . . . . 87,940 — 3,390 894 (1,411) (26) 90,787

TOTAL GROSS VALUE . . . . . . . . . . 323,990 — 51,993 1,636 (1,411) (360) 375,848Software amortization . . . . . . . . . . . 132,542 — 33,679 746 (1,211) (30) 165,726

TOTAL DEPRECIATION ANDAMORTIZATION . . . . . . . . . . . . . 132,542 — 33,679 746 (1,211) (30) 165,726

TOTAL NET VALUE . . . . . . . . . . . . 191,448 210,122

(1) The projects that stem from internal development and currently underway have an average amortization period of five years,except for three structuring projects amortized over 20 or 15 years.

(2) Reclassification of internal development costs for software once the software is in use.

F-80

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4 Tangible Assets

Openingreclassification Acquisitions/ Change Change

In thousands of euros 12/31/2011 and correction Provisions in scope Decrease in rate 12/31/2012

Land . . . . . . . . . . . . . . . . . . . . . . 479 — — — — 2 481Buildings . . . . . . . . . . . . . . . . . . . . 8,939 683 845 — (248) (57) 10,162Other tangible assets . . . . . . . . . . . . 149,129 595 25,286 (5,660) (22,084) (659) 146,607Construction work in progress . . . . . . 2,594 (1,286) 906 (19) (3) 2,192

TOTAL GROSS VALUE . . . . . . . . . . 161,141 (8) 27,037 (5,660) (22,351) (717) 159,442

Depreciation of land . . . . . . . . . . . . 70 — 21 — — 1 92Depreciation of buildings . . . . . . . . . 3,792 13 804 — (180) (33) 4,396Depreciation of other tangible assets . . 113,171 (21) 29,172 (4,851) (23,601) (606) 113,264TOTAL DEPRECIATION . . . . . . . . . 117,033 (8) 29,997 (4,851) (23,781) (638) 117,752

TOTAL NET VALUE . . . . . . . . . . . . 44,108 41,690

NOTE 5 Non-current long-term investments (excluding shares from equity method companies)

Acquisitions/ Change Reductions/ ChangeIn thousands of euros 12/31/2011 Reclassification provisions in scope reversals in rate 12/31/2012

Equity investments(1) . . . . . . . . . . 1,029 — — 52 (15) — 1,066Loans . . . . . . . . . . . . . . . . . . . . 1,433 — 536 (21) — 3 1,951Security deposits . . . . . . . . . . . . . 9,123 — 5,073 24 (3,117) (157) 10,946Other long-term investments . . . . . 603 — 16 — — (9) 610

TOTAL GROSS VALUE . . . . . . . . 12,188 — 5,625 55 (3,132) (163) 14,573Provisions for equity investments . . 586 — (89) 26 — — 523Provisions on loans . . . . . . . . . . . 33 — — — — 1 34Provisions on other long-term

investments . . . . . . . . . . . . . . . 89 — 23 — — (2) 110TOTAL PROVISIONS . . . . . . . . . 708 — (66) 26 — (1) 667

TOTAL NET VALUE . . . . . . . . . . 11,480 — 5,691 29 (3,132) (162) 13,906

(1) Including Netfective for 899 thousand euros.

NOTE 6 Shares in companies accounted for by the equity method

1) Value of shares in companies accounted for by the equity method

Net valueof shares incompaniesaccountedfor by the

Group share equity% owned Shareholders’ of total net Goodwill method

as at equity as at shareholders’ on Provision as atIn thousands of euros 12/31/2011 12/31/2011 equity 2011 acquisition for risks 12/31/2011

Edipharm . . . . . . . . . . . . . . . . . . . 20.00% 261 52 — — 52Infodisk . . . . . . . . . . . . . . . . . . . . 34.00% (15) (5) — — (5)Millennium . . . . . . . . . . . . . . . . . . 49.22% 9,629 4,740 2,859 — 7,598Primeum Cegedim . . . . . . . . . . . . . . 50.00% — — — — —

TOTAL . . . . . . . . . . . . . . . . . . . . . 9,875 4,787 2,859 — 7,645

F-81

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6 Shares in companies accounted for by the equity method (Continued)

Net value ofshares in

companiesGroup-share accounted

Group share of total net for by the% owned Profit (loss) of profit Shareholders’ shareholders’ Goodwill equity

as at as at (loss) as at equity as at equity as at on Provision method as atIn thousands of euros 12/31/2012 12/31/2012 12/31/2012 12/31/2012 12/31/2012 acquisition for risks 12/31/2012

Edipharm . . . . . . . . 20.00% 157 31 243 49 — — 49Infodisk . . . . . . . . . 34.00% (33) (11) (49) (16) — — (16)Millennium . . . . . . . 49.22% 2,440 1,201 10,570 5,202 2,859 — 8,061Primeum Cegedim . . . 50.00% (1) (1) 99 50 — — 50

TOTAL . . . . . . . . . . 2,563 1,221 10,863 5,284 2,859 — 8,143

2) Change in value of shares in companies accounted for by the equity method

The change in equity shares accounted for using the equity method can be analyzed as follows:

Shares accounted for using the equity method as at 01/01/2012 . . . . . . . . . . . . . . . . . . . . . . . . 7,645Distribution of dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (773)Capital increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Group share of profit (loss) as at 12/31/2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,221Newly consolidated companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

SHARES ACCOUNTED FOR USING THE EQUITY METHOD AS AT 12/31/2012 . . . . . . . . . . 8,143

NOTE 7 Goodwill on acquisition

As at December 31, 2012, goodwill on acquisition amounted to A729m against A725m atDecember 31, 2011.

This variation is mainly due to the acquisition of ASPLine (pharmacist software) which was almostoffset by the variation in goodwill on acquisition denominated in foreign currencies.

In accordance with IAS 36, intangible assets with indefinite useful lives and goodwill on acquisitionare not amortized, but are subject to an impairment test either annually or when events indicate a risk ofloss of value.

These impairment tests are intended to ensure that the book value of operating assets for allocation toeach of the cash-generating units (including goodwill on acquisition) is not greater than the recoverablevalue.

The recoverable value of an asset or cash-generating unit (CGU) is the higher of its fair value lessselling costs or its value in use.

In net value, goodwill on acquisition stood at A614m, after recording an impairment of A115m in theCRM and strategic data Division (A46.7m for America and Europe and A68.3m for the Middle East. Thisimpairment was recognized in the 2012 half-yearly statement. Lower than expected activity levels in thesecond quarter in this Division due to deteriorating economic conditions led the Group to post impairmentindicators, requiring the implementation of impairment tests in the first half.

Translationgains or

losses andSector 12/31/2011 Scope Impairment other changes 12/31/2012

CRM and strategic data . . . . . . . . . . . . . . . . . 568,843 19 (115,000) (9,049) 444,813Healthcare professionals . . . . . . . . . . . . . . . . 106,043 12,619 — 44 118,705Insurance and Services . . . . . . . . . . . . . . . . . 50,172 37 — — 50,209

TOTAL GOODWILL ON ACQUISITION . . . . 725,058 12,674 (115,000) (9,006) 613,727

F-82

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7 Goodwill on acquisition (Continued)

At end-2012, these impairment tests were conducted on the six CGUs covering the Group’s threebusiness sectors. These tests consisted of updating the main assumptions underlying the assessment ofassets allocated to Group CGUs. These tests cover not only the value of goodwill on acquisition, (A614m),but all operating assets attributable to CGUs (i.e. almost A900m tested at the closing date).

As in previous years and in the first half, the Group engaged an independent firm to help it conductthese tests.

No additional impairment was identified as a result of these tests.

The main actuarial assumptions used are as follows:

• the discount rate is 10.86%, against 11.64% at June 30, 2012 and 11.55% at end-2011, with thecalculation methodology unchanged.

• The discount rate is a pre-tax rate that includes a target debt-equity ratio applicable to Cegedim’sbusiness sector and an industry risk coefficient that is also re-indebted. The Group uses a single ratefor all CGUs. The skills center and databases used to support all of these Group services arecentralized and only the distribution is local. In addition, Cegedim’s customers in its core businessare worldwide groups. Lastly, Cegedim’s business activities in northern and southern Europe are atthe same level and therefore do not warrant specific processing.

• the indefinite growth rate is 2%, unchanged for a number of fiscal years.

• the methodology for preparing business plans, which is also unchanged, aims to draw up projectionsover 5 years in accordance with assumptions retained by various Group operating divisions in theirstrategic plans. These business plans are reviewed by the audit committee and approved by theBoard of Directors.

• flows expected beyond the five-year business plan are dealt with via a terminal value, thedetermination of which was changed for work carried out on December 31, 2012. The projectedmargin corresponds to the average rate observed over the 2013-2017 period (instead of the marginobserved in the final year of the plan, in previous assignments). This average margin, which isrelatively close to the margins achieved by the Group in 2009, secures terminal value.

In relation to trends shown in the business plans:

• the Group paid particular attention to CGUs where an impairment was recognized duringimpairment tests conducted at end-June 2012. The second half achieved by these CGUs in 2012 wasbroadly in line with the revised forecast used for half-yearly impairment testing. Despite everything,the Group has again moderated its growth assumptions, particularly in the final years of thebusiness plan. The higher margins are therefore due less to revenue growth than to productivitygains and to the willingness to shift the product mix to offerings with wider margins whose pricing isnot dependent on user numbers.

• in general, the Group continues to focus on pursuing the performance improvement plan. It aims toleverage potential synergies between the activities of the Group’s biggest Division: productivityimprovements, enhanced process efficiency, cost sharing, space optimization, etc.

The revenue growth assumptions used in the Group’s biggest Division (CRM and strategic data),which includes three geographic CGUs (America, Europe, Middle East and Asia Pacific), average 3.4%per year over five years, with growth ranging from 2.4% to 6.6% depending on the geographical area. Thisincrease is the result of the mix of mature activities, launching of new product lines and high-growthregions.

The average annual growth over five years in the other sectors of the Group, Healthcare professionals,and Insurance and services, is 2.9% and 4.9% respectively.

Test sensitivity was measured in all CGUs using the following parameters:

• changes in the discount rate of +/� 50 basis points, and application of the unfavorable rate used inthe preceding half (+0.78 basis points)

F-83

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7 Goodwill on acquisition (Continued)

• changes in the indefinite growth rate of +/� 50 basis points

• possibility of a temporary margin fall (2014 and 2015 lowered to average margins for the 2010-2012period)

• possibility of a prolonged margin fall (average terminal margin further reduced by 50 basis points)

The difference between CGU values in use and assets tested are presented below for the CRM andstrategic data sector (a minus sign points to a potential impairment). Sensitivities tested in CGUs relativeto other Group business activities are not likely to lead to an impairment charge.

cumulativesensitivities

CRM and strategic data discount rate growth rate (50 bps)

Discount rateRate as of 11.36%

Rate sensitivity June 30, 2012 + 50 bps � 50 bps � 50 bps + 50 bps increaseIn million of euros 11.64% 11.36% 10.36% 1.50% 2.50% 1.5%

America . . . . . . . . . . . . . . . . . . . (16) (9) 11 (5) 7 (14)Europe and Middle East . . . . . . . (19) (2) 46 6 36 (14)Asia Pacific . . . . . . . . . . . . . . . . . 5 7 14 9 12 5

reduced marginOperational sensitivitiesIn million of euros temporary prolonged

CRM and strategic data . . . . . . . . . .America . . . . . . . . . . . . . . . . . . . . . (10) (5)Europe and Middle East . . . . . . . . . 7 4Asia Pacific . . . . . . . . . . . . . . . . . . . 2 8

NOTE 8 Inventory and work in progress

Gross Net values Net valuesvalues as of as of as of

In thousands of euros 12/31/2012 Provision 12/31/2012 12/31/2011

Services in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 188 — 188 305Inventories of goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,781 983 10,798 10,274

TOTAL INVENTORY AND WORK IN PROGRESS . . . . . 11,969 983 10,986 10,579

NOTE 9 Accounts receivable

Current Non-currentIn thousands of euros customers customers 12/31/2012 12/31/2011

French companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117,524 15,909(1) 133,432 138,210Foreign companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105,092 — 105,092 104,325TOTAL GROSS VALUE . . . . . . . . . . . . . . . . . . . . . . . . 222,616 15,909 238,524 242,535Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,393 — 7,393 5,687

TOTAL NET VALUE . . . . . . . . . . . . . . . . . . . . . . . . . . . 215,223 15,909 231,132 236,848

(1) Receivables are valued at their face value.

A provision for impairment is recognized if the inventory value, based on the probability of collection,is less than the recorded value. Thus, customers undergoing reassessment or judicial liquidation areroutinely impaired at 100% and receivables outstanding for more than six months are monitored on acase-by-case basis and, if necessary, impaired in the amount of the estimated risk of non-collection.

The share of past-due receivables (gross amount) was 51 million euros as at December 31, 2012.

F-84

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 9 Accounts receivable (Continued)

Aging balance

Totalpast-due Receivables Receivables Receivables Receivables Receivables

In thousands of euros receivables < 1 month 1 to 2 months 2 to 3 months 3 to 4 months > 4 months

French companies . . . . . . 15,782 6,410 3,889 1,593 1,071 2,819Foreign companies . . . . . . 35,413 16,867 5,818 3,926 2,370 6,432

TOTAL . . . . . . . . . . . . . . 51,195 23,277 9,707 5,519 3,441 9,251

RECEIVABLES TRANSFERRED WITH TRANSFER OF CREDIT RISK

The contractual conditions of factoring contracts (concluded in 2011) enable the transfer of the mainrisks and advantages related to transferred receivables and therefore their removal from the balance sheet.

According to IAS 39, receivables transferred to third parties (factoring contract) are derecognizedfrom the Group assets when the risks and advantages associated with them are substantially transferred tothe said third parties and if the factoring company accepts, in particular, the credit risk, the interest riskand the recovery deadline (see Summary of Significant Accounting Policies—Accounts receivable andother operating receivables).

Total receivables transferred with transfer of credit risk thus deconsolidated under IAS 39 in thecontext of factoring contracts as at December 31, 2012 was 21 million euros.

There was no available cash as at December 31, 2012 within the framework of these contracts.

NOTE 10 Other receivables

Company Tax OtherIn thousands of euros debtors debtors receivables 12/31/2012 12/31/2011

Current receivablesFrench companies . . . . . . . . . . . . . . . . . . . . . . . . 757 21,321 6,113 28,190 16,434Foreign companies . . . . . . . . . . . . . . . . . . . . . . . . 2,165 7,229 1,134 10,529 9,366

TOTAL GROSS VALUE . . . . . . . . . . . . . . . . . . . . 2,922 28,550 7,247 38,719 25,800

Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 22 22 22

TOTAL CURRENT RECEIVABLES(NET VALUES) . . . . . . . . . . . . . . . . . . . . . . . . 2,922 28,550 7,225 38,696 25,778

Non-current receivablesFrench companies . . . . . . . . . . . . . . . . . . . . . . . . — — — — —Foreign companies . . . . . . . . . . . . . . . . . . . . . . . . — 587 139 726 651TOTAL GROSS VALUE . . . . . . . . . . . . . . . . . . . . — 587 139 726 651Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — —

TOTAL NON-CURRENT RECEIVABLES(NET VALUES) . . . . . . . . . . . . . . . . . . . . . . . . — 587 139 726 651

F-85

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 11 Shareholder base

Bearing in mind the transactions that occurred during the year, the closing position of the fiscal yearunder review is as follows:

No. of double votesNo. of No. of % votingShareholders treasury shares % held single votes shares votes Total votes rights

FCB . . . . . . . . . . . . . . 7,361,044 52.59% 2,495,207 4,865,837 9,731,674 12,226,881 64.89%Bpifrance Participation . 2,102,061 15.02% 2,102,061 — — 2,102,061 11.16%Public(1) . . . . . . . . . . . . 4,505,688 32.19% 4,496,482 9,206 18,412 4,514,894 23.96%Cegedim(2) . . . . . . . . . . 28,380 0.20% — — — — —

TOTAL . . . . . . . . . . . . 13,997,173 100.00% 9,093,750 4,875,043 9,750,086 18,843,836 100.00%

(1) Including the holding of Alliance Healthcare France

(2) Including the liquidity contract

NOTE 12 Total current and non-current provisions

Provisions are determined on the basis of estimated future costs for the Company.

Change in Allowances Allowances Reversals Reversalsconsolidation Additional New Provisions Provisions Change

In thousands of euros 12/31/2011 Reclassification scope provisions provisions used not used in rate 12/31/2012

Provision for litigationwith employees . . . . . 1,316 — — — 360 (181) (230) — 1,265

Other provisions(1) . . . . 23 — — — 4 — — (1) 25Provisions for

restructuring . . . . . . 2,822 2,490 — — — (2,749) (357) (38) 2,168Other provisions for

expenses . . . . . . . . 914 — 18 — 206 (61) (3) 1,075

CURRENTPROVISIONS . . . . . 5,075 2,490 18 — 570 (2,991) (587) (41) 4,533

Provisions forrestructuring . . . . . . 5,524 (2,490) — 482 (150) (285) (29) 3,052

Employee-relatedprovisions . . . . . . . . 42 — — — — — (2) 40

Provisions for retirement 15,806 — 36 — 8,340 (364) (18) 10 23,811Provisions for litigation . 70 — — 22 — — (3) 89Provisions for guarantees — — — — — — — —Other provisions for risks 2,182 — 49 — — (574) (246) 4 1,416Other provisions for

expenses . . . . . . . . 1,530 — — 272 (17) (577) — 1,208

NON-CURRENTPROVISIONS . . . . . 25,154 (2,490) 85 — 9,117 (1,104) (1,126) (20) 29,615

TOTAL CURRENT ANDNON-CURRENTPROVISIONS . . . . . 30,229 — 103 — 9,687 (4,095) (1,713) (62) 34,149

The amounts involved are insignificant if taken individually.

(1) Provisions for client risks, supplier risks, tax risks, etc.

NOTE 13 Retirement commitments

1) Retirement: French companies

Through an Through Through ainsurance prior provision for

In thousands of euros fund service cost expenses

Retirement obligation covered . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,910 3,417 23,158

When employees retire, they receive retirement compensation as defined in the collective bargainingagreements.

F-86

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 13 Retirement commitments (Continued)

An actuarial valuation plan has been set up to fund the obligations resulting from this compensation.The total obligation comes to 28,485 thousand euros, including 1,910 thousand euros paid to an insurancecompany.

The amount of retirement contributions provisioned as expenses during the fiscal year was2,887 thousand euros.

The Cegedim Group decided to apply the option under IAS 19 as amended, which allows the actuarialgains and losses relating to changes in assumptions occurring in calculating assets and liabilities to beaccounted for directly in equity.

The actuarial assumptions used are as follows:

Economic assumptions 2012 2011 2010

Net interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.7% 4.3% 4.7%Expected asset yield rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.7% 3.2% 3.2%Wage increases (including inflation) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.7% 1.7% 1.7%

The discount rate applied for 2012 was 2.7% (Iboxx corporate rate + ten years) compared with 4.3%in 2011.

Demographic assumptions . . . . . . . . . Mortality . . . . . . . . . . . . . Insee 2007-2009 TableMobility . . . . . . . . . . . . . . 5% per annum up to the age of 35

3% up to the age of 451.5% up to the age of 50

0% over the age of 51

Retirement age . . . . . . . . . . . . . . . . . Voluntary retirement at 65 years of ageSensitivity to the discount rate . . . . . . 2.45% 2.70% 2.95%Commitment . . . . . . . . . . . . . . . . . . 29,649 28,485 27,380

The Group’s collective bargaining agreements are the following:

• national collective bargaining agreement for the publishing industry;

• national collective bargaining agreement for road salesmen, representatives, ushers;

• national collective bargaining agreement for the advertising industry;

• national collective bargaining agreement for the pharmaceutical industry;

• Syntec national collective bargaining agreement;

• French Labor Code.

2) Retirement: foreign companies

Retirement commitments covered by a provision of 652 thousand euros.

The amount of retirement contributions provisioned as expenses during the fiscal year was18 thousand euros.

The amount of retirement contributions reported as expenses and paid during the fiscal year was3,503 thousand euros.

F-87

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 13 Retirement commitments (Continued)

3) Comparison of Actuarial Commitments and Hedge Assets

Economic assumptions 2012 2011 2010

Actuarial commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,138 21,572 19,118Hedge Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,910) (1,986) (1,926)Unrecognized prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,417) (3,780) (4,051)

RECOGNIZED LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,811 15,806 13,141

CHANGE IN THE COST OF SERVICES RENDERED AND IN THE FAIR VALUE OF HEDGEINSTRUMENTS

12/31/2012

Hedged Unhedged ForeignIn thousands of euros commitment commitment companies Total

OPENING ACTUARIAL LIABILITIES . . . . . . . . . . . . . . 8,866 12,044 661 21,571Cost of services rendered during the fiscal year . . . . . . . . 639 1,154 12 1,805Financial cost for the fiscal year . . . . . . . . . . . . . . . . . . . 337 549 6 891Unrecognized prior service cost . . . . . . . . . . . . . . . . . . . . — — — —

COSTS FOR THE FISCAL YEAR . . . . . . . . . . . . . . . . . . 976 1,703 18 2,697Benefits paid out . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (79) (188) (36) (303)Actuarial losses (gains) generated during the fiscal year

for the obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,886 3,680 — 5,566Newly consolidated companies . . . . . . . . . . . . . . . . . . . . . — 194 — 194Companies no longer consolidated . . . . . . . . . . . . . . . . . . (597) — (597)Reclassification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (77) 77 — —Change in exchange rate . . . . . . . . . . . . . . . . . . . . . . . . . — — 10 10

CLOSING ACTUARIAL LIABILITIES . . . . . . . . . . . . . . 10,975 17,511 653 29,138

Value of the hedge assetsOpening fair value of the hedge assets . . . . . . . . . . . . . . . 1,986 — — 1,986Expected return on assets . . . . . . . . . . . . . . . . . . . . . . . . 60 — — 60Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —Benefits paid out . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —Actuarial gains (losses) for the fiscal year generated on

assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99 — 99Newly consolidated companies . . . . . . . . . . . . . . . . . . . . . — — — —Companies no longer consolidated . . . . . . . . . . . . . . . . . . (235) — — (235)

CLOSING FAIR VALUE OF THE HEDGE ASSETS . . . . . 1,910 — — 1,910

F-88

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 13 Retirement commitments (Continued)

AMOUNTS RECORDED IN THE BALANCE SHEET AND IN THE INCOME STATEMENT

12/31/2012

Hedged Unhedged ForeignIn thousands of euros commitment commitment companies Total

Cost of services rendered at the closing date . . . . . . . . . . 10,975 17,511 661 29,147Fair value of the hedge assets . . . . . . . . . . . . . . . . . . . . . (1,910) — — (1,910)

9,066 17,511 661 27,237Unrecognized prior service cost . . . . . . . . . . . . . . . . . . . . (1,266) (2,152) — (3,417)LIABILITIES RECOGNIZED ON THE BALANCE

SHEET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,800 15,359 661 23,820Cost of services rendered during the fiscal year . . . . . . . . 639 1,154 12 1,805Financial cost for the fiscal year . . . . . . . . . . . . . . . . . . . 337 549 6 891Return on assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (60) — — (60)Recognized prior service cost-vested rights . . . . . . . . . . . . 94 174 — 268Effect of plan reduction or liquidation . . . . . . . . . . . . . . . — — — —

EXPENSES RECOGNIZED IN THE INCOMESTATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,010 1,877 18 2,905

CHANGE IN NET LIABILITIES RECORDED IN THE BALANCE SHEET

12/31/2012

Hedged Unhedged ForeignIn thousands of euros commitment commitment companies Total

OPENING NET LIABILITIES . . . . . . . . . . . . . . . . . . . . 5,427 9,718 661 15,806Actuarial losses (gains) . . . . . . . . . . . . . . . . . . . . . . . . . . 1,787 3,680 — 5,467Reclassification of recognized prior service cost—vested

rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —Expenses recognized in the income statement . . . . . . . . . . 1,010 1,877 18 2,905Benefits paid out . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (79) (188) (36) (303)Contributions paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —Newly consolidated companies . . . . . . . . . . . . . . . . . . . . . — 194 — 194Companies no longer consolidated . . . . . . . . . . . . . . . . . . (268) — — (268)Reclassification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (77) 77 — —Change in exchange rate . . . . . . . . . . . . . . . . . . . . . . . . . — — 10 10

CLOSING NET LIABILITIES . . . . . . . . . . . . . . . . . . . . . 7,800 15,359 653 23,811

F-89

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14 Net financial debt

12/31/2012

In thousands of euros Financial Misc.(1) Total 12/31/2011

Medium- and long-term financial borrowing and liabilities(> 1 year, < 5 years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 448,714 8,389 457,103 483,745

Short-term financial borrowing and liabilities (> 6 months< 1 year) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,003 2,260 22,263 21,957

Short-term financial borrowing and liabilities (> 1 month,< 6 months) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,007 — 20,007 20,030

Short-term financial borrowing and liabilities (< 1 month) . . . 8,330 — 8,330 8,485Current bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,008 — 22,008 1,399TOTAL DEBT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 519,063 10,649 529,712 535,615Positive cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,462 — 43,462 73,128

NET DEBT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 475,601 10,649 486,250 462,487

(1) The miscellaneous item mainly includes employee profit sharing plans in the amount of 10,296 thousand euros.

1) Net Cash

In thousands of euros Financial 12/31/2012 12/31/2011

Current bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,008 22,008 1,399Positive cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,462 43,462 73,128

NET CASH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,454 21,454 71,730

2) Statement of changes in net debt

12/31/2011In thousands of euros 12/31/2012 12/31/2011 published

NET DEBT AT THE BEGINNING OF THE FISCAL YEAR (A) . . . . . 462,487 470,793 470,793

Operating cash flow before cost of net debt and taxes . . . . . . . . . . . . 141,006 140,070 140,070Tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (28,097) (19,776) (19,776)Change in working capital requirement(1) . . . . . . . . . . . . . . . . . . . . . . 4,033 21,249 21,249

NET CASH FLOW GENERATED FROM OPERATING ACTIVITIES . 116,942 141,543 141,543Change resulting from investment operations . . . . . . . . . . . . . . . . . . . (79,831) (80,183) (80,183)Impact of changes in consolidation scope(2) . . . . . . . . . . . . . . . . . . . . (18,587) (1,422) (1,422)Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 711 (13,363) (13,363)Increase in cash capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —Impact of changes in foreign currency exchange rates . . . . . . . . . . . . . (426) 931 931Interest paid on loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (30,413) (32,300) (27,577)Other financial income and expenses paid or received . . . . . . . . . . . . (5,345) 1,050 (3,673)Other changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,814) (7,950) (7,950)

TOTAL NET CHANGE FOR THE YEAR (B) . . . . . . . . . . . . . . . . . . (23,763) 8,306 8,306

NET DEBT AT THE END OF THE FISCAL YEAR (A�B) . . . . . . . . 486,250 462,487 462,487

(1) The change in working capital requirements of 4,168 thousand euros comprises a change in inventories and work in progress of(30) thousand euros, a change in accounts receivable and other receivables of 5,734 thousand euros, and a change in accountspayable and other payables of (1,536) thousand euros.

(2) The impact of changes in consolidation scope of (18,587) thousand euros mainly comprised the acquisition of ASP Line, theearn-outs payment of Pulse System and the disposal of Phamapost.

F-90

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14 Net financial debt (Continued)

The bank loans have the following terms:

> 1 month, > 6 months,In thousands of euros < 1 month < 6 months < 1 year > 1 year

Fixed rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,294 7 3 277,2621-month Euribor rate . . . . . . . . . . . . . . . . . . . . . . . . . 37 20,000 20,000 171,452

8,330 20,007 20,003 448,714

The main bank loans include covenants bearing on the consolidated financial statements and relatedmore particularly to net debt as a proportion of the Group’s consolidated gross operating earnings(or EBITDA). These covenants, which were complied with at the close of the fiscal year, were the subjectof an annual certification by the Statutory Auditors.

RATE HEDGING

In thousands of euros

2013 2014 2015 2016 2017Ending Nominal Variable annual annual annual annual annual

Starting date date value Rate paid Rate rec’d rate flow flow flow flow flow Duration

12/31/2012 . . . . . 06/28/2013 35,198,853 4.58% (802) 0.5006/28/2013 . . . . . 12/31/2013 20,000,000 4.58% (468) 1.0112/31/2013 . . . . . 06/30/2014 20,000,000 4.58% (461) 1.5206/30/2014 . . . . . 12/29/2017 20,000,000 4.58% (468) (929) (931) (924) 5.07

PAYER PORTION 4.58% (1,270) (929) (929) (931) (924)

In thousands of euros

2013 2014 2015 2016 2017Ending Nominal Variable annual annual annual annual annual

Starting date date value Rate paid Rate rec’d rate flow flow flow flow flow Duration

12/31/2012 . . . . . 06/28/2013 35,198,853 EUR1M 0.109% 19 0.5006/28/2013 . . . . . 12/31/2013 20,000,000 EUR1M 0.109% 11 1.0112/31/2013 . . . . . 06/30/2014 20,000,000 EUR1M 0.109% 11 1.5206/30/2014 . . . . . 12/29/2017 20,000,000 EUR1M 0.109% 11 22 22 22 5.07

RECEIVERPORTION . . . . EUR1M 0.109% 30 22 22 22 22

In thousands of euros

2013 2014 2015 2016 2017Ending Nominal Variable annual annual annual annual annual

Starting date date value Rate paid Rate rec’d rate flow flow flow flow flow Duration

12/31/2012 . . . . . 06/28/2013 35,198,853 4.57% (800) 0.5006/28/2013 . . . . . 12/31/2013 20,000,000 4.57% (467) 1.0112/31/2013 . . . . . 06/30/2014 20,000,000 4.57% (460) 1.5206/30/2014 . . . . . 12/29/2017 20,000,000 4.57% (467) (927) (929) (922) 5.07

PAYER PORTION 4.57% (1,267) (927) (927) (929) (922)

In thousands of euros

2013 2014 2015 2016 2017Ending Nominal Variable annual annual annual annual annual

Starting date date value Rate paid Rate rec’d rate flow flow flow flow flow Duration

12/31/2012 . . . . . 06/28/2013 35,198,853 EUR1M 0.109% 19 0.5006/28/2013 . . . . . 12/31/2013 20,000,000 EUR1M 0.109% 11 1.0112/31/2013 . . . . . 06/30/2014 20,000,000 EUR1M 0.109% 11 1.5206/30/2014 . . . . . 12/29/2017 20,000,000 EUR1M 0.109% 11 22 22 22 5.07

RECEIVERPORTION . . . . EURIM 0.109% 30 22 22 22 22

F-91

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14 Net financial debt (Continued)

In thousands of euros

2013 2014 2015 2016 2017Ending Nominal Variable annual annual annual annual annual

Starting date date value Rate paid Rate rec’d rate flow flow flow flow flow Duration

12/31/2012 . . . . . 06/28/2013 35,198,853 4.565% (799) 0.5006/28/2013 . . . . . 12/31/2013 20,000,000 4.565% (467) 1.0112/31/2013 . . . . . 06/30/2014 20,000,000 4.565% (459) 1.5206/30/2014 . . . . . 12/29/2017 20,000,000 4.565% (467) (926) (928) (921) 5.07

PAYER PORTION 4.565% (1,266) (926) (926) (928) (921)

In thousands of euros

2013 2014 2015 2016 2017Ending Nominal Variable annual annual annual annual annual

Starting date date value Rate paid Rate rec’d rate flow flow flow flow flow Duration

12/31/2012 . . . . . 06/28/2013 35,198,853 EUR1M 0.109% 19 0.5006/28/2013 . . . . . 12/31/2013 20,000,000 EUR1M 0.109% 11 1.0112/31/2013 . . . . . 06/30/2014 20,000,000 EUR1M 0.109% 11 1.5206/30/2014 . . . . . 12/29/2017 20,000,000 EUR1M 0.109% 11 22 22 22 5.07

RECEIVERPORTION . . . . EUR1M 0.109% 30 22 22 22 22

3) Financing

In July 2010, Cegedim SA issued a A300 million 5-year bond redeemable in July 2015 with a 7%semi-annual coupon. The amount outstanding at December 31, 2012 was A280 million.

In June 2011, the Group established a 5-year bank credit of A200 million as a term loan withsemi-annual principal repayments of A20 million.

Cegedim SA also established a revolving credit in the notional amount of A80 million, non-reducibleand payable in 5 years.

The interest rate on the term loan and the revolving credit is equal to the Euribor for the relevantdrawn-down period plus a margin set half-yearly as a function of the ratio of net financial debt tocurrent EBITDA.

Net financial debt in the calculation does not include employee profit- sharing debt or FCB’sshareholder loan to Cegedim SA.

The margin may vary within a range of 250 to 375 basis points on the term loan and 225 to 325 basispoints on the revolving credit.

The margin applied in the second half of 2012 was 325 basis points on the term loan and 300 basispoints on the revolving credit.

There is a non-use fee of 40% of the margin on the revolving credit, and a use fee of 25 basis pointsapplies if the amount drawn down exceeds 50% of the total amount of the revolving credit.

In respect of both the bank loan and the revolving credit the Group must comply with two financialcovenants.

The exposure of the debt to fluctuations in euro rates has been partially hedged by a euro rate hedge.

At December 31, 2012, the hedge of the debt against fluctuations in the euro rate consisted of threeno-premium, one-month, amortizing swaps, with a pre-set Euribor receiver rate and a fixed payer ratedefined as follows:

• 4.565% rate on a notional hedged amount of 35,199 thousand euros, amortizable until maturity onDecember 29, 2017.

• 4.57% rate on a notional hedged amount of 35,199 thousand euros, amortizable until maturity onDecember 29, 2017;

• 4.58% rate on a notional hedged amount of 35,199 thousand euros, amortizable until maturity onDecember 29, 2017.

F-92

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14 Net financial debt (Continued)

The total notional amount hedged was 105,597 thousand euros as at December 31, 2012.

The change in the fair value of these derivatives was recognized under equity for the effective part ofthose qualified as cash flow hedges (5,853 thousand euros) and in the income statement for theirineffective part and for those not qualified as hedges under IFRS standards ((4,979) thousand euros).

Interest expense on bank loans, bonds, charges and commissions totaled 30,413 thousand euros as atDecember 31, 2012. The interest resulting from the shareholder loan as at December 31, 2012 was2,009 thousand euros.

The fair value at the closing date of hedging instruments amounts to 13,207 thousand euros.

4) Liquidity risk

Contractual cash flows are not discounted.

For variable rate instruments, the rate used for calculation is the spot rate on December 31, 2012.

When there is a fixed rate, the rate is used to calculate future interest payments.

CASH FLOW

Cash flow Cash flow Cash flowCash flow (> 1 month, (> 6 months, (> 1 year, Cash flow

In thousands of euros (< 1 month) < 6 months) < 1 year) < 5 years) (> 5 years)

Bank loans and interest . . . . . . . . . . . . 8,330 18,347 18,347 542,312 —Hedging instruments . . . . . . . . . . . . . . — 1,856 1,856 10,851 —Current bank loans . . . . . . . . . . . . . . . 22,008 — — — —Finance leases . . . . . . . . . . . . . . . . . . — — 70 158 —Employee profit sharing plans . . . . . . . — — 2,189 8,106 —Miscellaneous including deposits and

bonds . . . . . . . . . . . . . . . . . . . . . . . — — 1 125 —

FINANCIAL INSTRUMENTS

Assumption: variable rates December 31, 2012

EUR 1 month . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.109

FORECAST CASH FLOWS—FINANCIAL INSTRUMENTS

In thousands of euros Rate 2013 2014 2015 2016 2017 Total

Swaps borrowers EURFixed paid . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.58 1,270 929 929 931 924 4,982Var. rec’d . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.109 30 22 22 22 22 119LT SWAPS . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,240 907 907 909 902 4,864

Swaps borrowers EURFixed paid . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.57 1,267 927 927 929 922 4,971Var. rec’d . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.109 30 22 22 22 22 119LT SWAPS . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,237 905 905 907 900 4,853

Swaps borrowers EURFixed paid . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.565 1,266 926 926 928 921 4,966Var. rec’d . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.109 30 22 22 22 22 119LT SWAPS . . . . . . . . . . . . . . . . . . . . . . . . . . 1,235 904 904 906 899 4,847

TOTAL LT SWAPS . . . . . . . . . . . . . . . . . . . 3,712 2,715 2,715 2,722 2,700 14,563

F-93

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 15 Cost of net debt

12/31/2011In thousands of euros 12/31/2012 12/31/2011 published

Income or cash equivalent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 727 5,487 5,487Interest paid on loans, bank charges and commissions . . . . . . . . . . . . (30,413) (32,300) (32,300)Interest paid on loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149 606 606

INTEREST ON FINANCIAL LIABILITIES . . . . . . . . . . . . . . . . . . . (30,264) (31,694) (31,694)Other financial interest and expenses(1) . . . . . . . . . . . . . . . . . . . . . . . (3,486) (4,739) (4,739)

COST OF GROSS FINANCIAL DEBT . . . . . . . . . . . . . . . . . . . . . . (33,750) (36,433) (36,433)Net exchange differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,586) 305 305Valuation of financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . (7,968) (8,066) (8,066)Other non-recurring income and expenses from operations . . . . . . . . . (542) 1,038 1,038

OTHER FINANCIAL INCOME AND EXPENSES . . . . . . . . . . . . . (11,096) (6,723) (6,723)

COST OF NET FINANCIAL DEBT . . . . . . . . . . . . . . . . . . . . . . . . . . (44,119) (37,669) (37,669)

12/31/2011In thousands of euros 12/31/2012 12/31/2011 published

(1) Including Financiere Cegedim interest . . . . . . . . . . . . . . . . . . . . . 2,009 1,962 1,962Interest on Ixis debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101 478 478Interest on participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 535 523 —

TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,645 2,963 2,440

NOTE 16 Other liabilities

Current Non-current Total

In thousands of euros 12/31/2012 12/31/2011 12/31/2012 12/31/2011 12/31/2012 12/31/2011

Advances and payments on account . 4,570 4,971 — — 4,570 4,971

Clients—Credits to be established . . . 1,170 874 — — 1,170 874Expenses payable . . . . . . . . . . . . . . . 66 61 — — 66 61Miscellaneous payables . . . . . . . . . . . 13,612 15,067 2,982 3,677 16,593 18,744

Other liabilities . . . . . . . . . . . . . . . . 14,847 16,002 2,982 3,677 17,828 19,679

Debts on acquisition of assets . . . . . . 2,695 9,384 580 3,465 3,275 12,849

Dividends payable . . . . . . . . . . . . . . — — — — — —

Deferred income . . . . . . . . . . . . . . . 31,698 35,159 — — 31,698 35,159

TOTAL OTHER LIABILITIES . . . . . 53,810 65,516 3,562 7,142 57,372 72,658

NOTE 17 External expenses

In thousands of euros 12/31/2012 12/31/2011

Purchases of studies & services and purchases of unstocked goods . . . . . . . . . . . . (64,952) (68,408)External services (leasing, maintenance, insurance) . . . . . . . . . . . . . . . . . . . . . . . (74,035) (67,672)Other: advertising, seconded personnel, entertainment expenses,

postal expenses, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (95,746) (104,105)

TOTAL EXTERNAL EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (234,734) (240,184)

F-94

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 18 Other non-recurring income and expenses from operations

Other non-recurring income and expenses from operations comprises the following:

In thousands of euros 12/31/2012 12/31/2011

OPERATING INCOME FROM RECURRING OPERATIONS . . . . . . . . . . . . . . . (90,120) (83,905)

Impairment loss on tang. and intang. assets (incl. ECA) . . . . . . . . . . . . . . . . . . . (115,000) 0Restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,563) (4,901)Capital gains or losses on disposals and earn-out . . . . . . . . . . . . . . . . . . . . . . . . (2,930) 0Other non-recurring income and expenses from operations . . . . . . . . . . . . . . . . . (1,253) (3,082)

OPERATING INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (34,766) (75,922)

NOTE 19 Deferred taxes

1) Tax breakdown

The tax expense recognized in the income statement during the fiscal year was 7,598 thousand euros,compared with 6,574 thousand euros in December 2011.

This comprised:

In thousands of euros 12/31/2012 12/31/2011

Tax paidFrance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,026) (10,569)Abroad . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,837) (10,647)

TOTAL TAX PAID . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (15,863) (21,217)

Deferred taxesFrance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,702 9,871Abroad . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,563 4,771

TOTAL DEFERRED TAX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,265 14,643

TOTAL TAX EXPENSE RECOGNIZED IN THE INCOME STATEMENT . . . . . . (7,598) (6,574)

F-95

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 19 Deferred taxes (Continued)

2) Theoretical tax expense and recognized tax expense

The reconciliation between the theoretical tax expense for the Group and the tax expense effectivelyrecognized is presented in the following table:

In thousands of euros 12/31/2012 12/31/2011

Profit (loss) for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (85,262) 32,670Group share of EM companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,221) (991)Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,598 6,574Earnings before tax for consolidated companies (a) . . . . . . . . . . . . . . . . . . . . . . (78,885) 38,253

of which French consolidated companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (116,874) (2,348)of which foreign consolidated companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,989 40,601

Normal tax rate in France (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36.10% 36.10%

THEORETICAL TAX EXPENSE (C) = (A) � (B) . . . . . . . . . . . . . . . . . . . . . . . 28,477 (13,809)

Impact of permanent differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,970) (547)Impact of differences in tax rates on profits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,064 3,041Impact of differences in tax rates on capitalized losses . . . . . . . . . . . . . . . . . . . . — —Uncapitalized tax on losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,223) (4,677)Impact of tax credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,569 9,418Impairment of goodwill on acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (41,515) —

TAX EXPENSES RECOGNIZED IN THE INCOME STATEMENT . . . . . . . . . . . (7,598) (6,574)

Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00% 17.19%

3) Recognized deferred tax assets and liabilities

Analysis by category of the temporal difference for the net deferred tax position recognized in thebalance sheet (before compensation by fiscal entities for deferred tax assets and liabilities).

Change inconsolidation Other changes Change in

In thousands of euros 12/31/2011 Reclassification Earnings scope in equity exchange rate 12/31/2012

Tax loss carryforwards and taxcredits . . . . . . . . . . . . . . 16,558 — 8,033 — — (266) 24,325

Pension plan commitments . . . 5,137 — 569 — 1,947 — 7,653Non-deductible provisions . . . 6,950 — (578) 15 (61) 6,327Updating to fair value of

financial instruments . . . . . 5,098 119 2,055 — (2,113) 5,159Cancellation of margin on

inventory . . . . . . . . . . . . . 35 — (8) — — — 27Cancellation of internal capital

gain . . . . . . . . . . . . . . . . 6,623 — — — — — 6,623Restatement of R&D margin . 2,199 — 626 — — — 2,825Restatement of allowance for

the assignment of intangibleassets . . . . . . . . . . . . . . . 440 — 147 — — — 587

Updating to fair value offinancial instruments . . . . . 119 (119) — — — — 0

Other . . . . . . . . . . . . . . . . 8,664 — 433 — (601) (114) 8,382

DEFERRED TAX ASSETS . . . 51,821 — 11,278 15 (766) (440) 61,908

F-96

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 19 Deferred taxes (Continued)

Change inconsolidation Other changes Change in

In thousands of euros 12/31/2011 Reclassification Earnings scope in equity exchange rate 12/31/2012

Translation adjustments . . . . . 0 — (1,754) — 1,754 — 0Cancellation of accelerated

depreciation . . . . . . . . . . . (1,665) — 65 99 — — (1,501)Cegelease unrealized capital

gain . . . . . . . . . . . . . . . . (1,330) — (152) — — — (1,482)Cancellation of depreciation

on goodwill . . . . . . . . . . . (2,268) — (501) — — — (2,769)Cancellation of depreciation

internal capital gains . . . . . (360) — (88) — — — (448)Finance lease . . . . . . . . . . . (143) — 12 — — — (131)R&D capitalization . . . . . . . . (5,054) — (765) — — — (5,819)Restatement of the allowance

for the R&D margin . . . . . (321) — (225) — — — (546)Assets from business

combinations . . . . . . . . . . (4,783) — 655 — — 76 (4,052)Other . . . . . . . . . . . . . . . . (666) — (259) — — 1 (924)

DEFERRED TAX ASSETS . . . (16,590) — (3,013) 99 1,754 77 (17,672)

NET DEFERRED TAX . . . . . 35,231 0 8,265 115 988 (363) 44,237

The change in deferred taxes recognized in the consolidated balance sheet after compensation byfiscal entities for deferred tax assets and liabilities can be verified in the following way:

In thousands of euros Assets Liabilities Net

As at December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,093 (12,862) 35,231Impact on earnings for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,278 (3,013) 8,265Impact on shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,191) 1,931 740Impact of net presentation by fiscal entity . . . . . . . . . . . . . . . . . . . . . . . . (326) 327 1

AS AT DECEMBER 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,855 (13,617) 44,237

The amount of uncapitalized tax as of December 31, 2012 was 34,414 thousand euros.

NOTE 20 Lease commitments

Financial leases—Cegedim Group lessor

Financial leases involve the Cegelease Company, which provides financing for pharmaciesand doctors.

Schedule of payments to be received and present value

These leases are financial leases for 24 to 60 months for computer hardware and 36 to 84 months forcapital goods.

Lease Presentpayments value of

In thousands of euros due payments

Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,776 13,242Between 1 and 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,914 15,736More than 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 270 173

TOTAL (A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,961 29,151

FINANCIAL INCOME NOT ACQUIRED (B) . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3,810

MINIMUM PAYMENTS (A) + (B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,961 32,961

F-97

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 20 Lease commitments (Continued)

Operating leases—Cegedim Group lessee

The Group lists different types of operating leases in the Group:

• real estate;

• computer equipment;

• photocopiers;

• vehicle leases.

The expense resulting from these leases was 48 797 thousand euros in 2012.

Real estate leases are renewable every 3-6-9 years.

The Group signs standard leasing agreements.

The discount rate applied is 10.86%.

Payment schedule and present value

Lease Presentpayments value of

In thousands of euros due payments

Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,596 —Between 1 and 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,861 —More than 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,146 —

TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88,603 74,672

NOTE 21 Restatement of finance leases

Loans related to former finance leases were totally reimbursed during 2011. There is no morerestatement fo finance leases.

NOTE 22 Earnings per share

Earnings per share are calculated by dividing Group earnings by the number of shares making up thecapital, excluding treasury shares. The number of shares must be the weighted average number ofoutstanding ordinary shares during the fiscal year (i.e. 13,964,700 shares as of December 31, 2012 and13,955,940 shares as of December 31, 2011).

Current earnings per share amounted to 2.7 euros in respect of the 2012 fiscal year.

Earnings per share amounted to (6.1) euros in respect of the 2012 fiscal year.

12/31/2012 12/31/2011

Weighted average number of outstanding ordinary Cegedim SA shares . . . . . 13,997,173 13,997,173Less average number of treasury shares held . . . . . . . . . . . . . . . . . . . . . . . . (32,473) (41,233)Number of shares for the earnings per share calculation . . . . . . . . . . . . . . . . 13,964,700 13,955,940

NOTE 23 Diluted earnings per share

Earnings per share are calculated by dividing Group earnings by the number of shares making up thecapital, excluding treasury shares. The number of shares must be the weighted average number ofoutstanding ordinary shares during the fiscal year (i.e. 13,964,700 shares as of 12/31/2012 and13,955,940 shares as of 12/31/2011).

F-98

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 24 Off-balance-sheet commitments

There are no commitments for earn-outs to be paid.

There are no stock repurchases from minority interests.

Guarantees given by Cegedim to its subsidiaries

CEGEDIM USA INC. SUBSIDIARY

• Guarantee in favor of Bank of America in the amount of 3.5 million dollars (Board of Directorsauthorization dated December 27, 2007) reduced to 2.25 million dollars on May 1, 2010.

INCAMS

• Guarantee in favor of VSS in the amount of 2,465 thousand euros to pay the purchase price of246,500 capital shares of iGestion.

Moreover, Cegedim has made itself guarantor on first demand to guarantee the payment of sumsfrom which the payment lies with Incams, which is itself the guarantor of its subsidiary iGestion, toreimburse the loan granted by Incams, AXA Assurances Vie Mutuelle and Mutuelle Mieux Etre (co-ownerof VSS).

ALL SUBSIDIARIES

• One-year authorization for all subsidiaries to grant guarantees, endorsements and other guarantees in atotal amount of 5 million euros provided no single commitment exceeds 2 million euros (authorized bythe Board of Directors on April 2, 2012).

Subsidiary guarantees

CEGEDIM ACTIV SUBSIDIARY

• Guarantee in favor of the Caisse Nationale de Securite Sociale de Casablanca in the amount of119 thousand MAD and 11 thousand euros.

• Guarantee in favor of CNOPS in the amount of 264 thousand euros.

• Guarantee in favor of the Caisse Marocaine de Retraite in the amount of 250 thousand MAD.

• Guarantees in favor of ANAM Maroc in the amount of 20 thousand MAD and ANAM in the amount of8 thousand euros.

• Guarantee in favor of Marocco Kingdom in the amount of 60 thousand MAD.

IGESTION SUBSIDIARY

• Guarantee in favor of LA POSTE in the amount of 80 thousand euros.

CEGEDIM PORTUGAL AND CEGEDIM INC. USA

• Guarantees for Cegedim Protugal and Cegedim Inc. USA respectivelly in the amounts of 269 thousandeuros and 2,250 thousand dollars respectively granted by banks to lessors of offices.

Other securities have been granted by Cegedim and its subsidiaries in the total amount of75 thousand euros.

NOTE 25 Related parties

The purpose of the present note is to present the transactions that exist between the Group and itsrelated parties.

The remuneration of key management personnel is presented in note 26.

F-99

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 25 Related parties (Continued)

Identity of Cegedim’s parent company: FCB

Limited company (SA) held primarily by Mr. Jean-Claude Labrune, Chairman and Chief ExecutiveOfficer of Cegedim SA, his family and by certain members of the Board of Directors of Cegedim SA.

Figures pertaining to the related parties

Certain transactions were carried out with companies who share a Cegedim SA Director(s).

The main subsidiaries (companies consolidated with the fully consolidated method) are listed innote 1. Only the significant transactions are described below:

FCB

• FCB reinvoiced leases to Cegedim SA, Cegedim Prestation Conseil Outsourcing and Cegedim Activ inthe amount of 4,846 thousand euros, as well as associated taxes in the amount of 569 thousand euros.

• FCB reinvoiced head office costs in the amount of 2,560 thousand euros.

• FCB granted a loan to Cegedim SA in the amount of 50,000 thousand euros in 2007. When Cegedimincreased its capital, FCB subscribed in the amount of 4,906 thousand euros by extinguishment of debtresulting in a decrease in the debt from 50,000 thousand euros to 45,094 thousand euros. The interestresulting from this loan for 2012 was 2,009 thousand euros.

• FCB acted as a guarantor for the securitization contract between Cegelease and IXIS CIB in the amountof 664 thousand euros.

Companies under jointcontrol or significant

influence FCB Family companies

In thousands of euros 12/31/2012 12/31/2011 12/31/2012 12/31/2011 12/31/2012 12/31/2011

Income . . . . . . . . . . . . . . . . . . none none 186 221 — —Expenses . . . . . . . . . . . . . . . . none none 10,009 10,727 1,086 1,100Loans . . . . . . . . . . . . . . . . . . . none none 45,094 45,094 — —Security deposits . . . . . . . . . . . none none 1,739 1,858 275 269Receivables . . . . . . . . . . . . . . . none none 10 13 — —Provisions for receivables . . . . . none none none none none noneLiabilities . . . . . . . . . . . . . . . . none none 3,302 4,083 — —Commitments given . . . . . . . . . none none — — — —Commitments received . . . . . . none none 664 2,175 — —

NOTE 26 Directors’ compensation

Directors’ fees paid to Board members came to 133 thousand in the year ended December 31, 2012,and are recorded in the ‘‘Other external purchases and expenses’’ item of the income statement.

In compliance with IAS 24, Cegedim’s ‘‘key managers’’ correspond to the people sitting on the Boardof Directors with the authority and responsibility of planning, managing and controlling Cegedim’sactivities as well as any of the Group’s companies, directly or indirectly.

F-100

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 26 Directors’ compensation (Continued)

In accordance with IAS 24.17, in-kind benefits are recorded in the ‘‘Short-term benefits’’ item.

gross grossamount amount

In thousands of euros 12/31/2012 12/31/2011

Short-term benefits (wages, bonuses, etc.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,836 1,810Post-employment benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . none noneSeverance pay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . none noneOther long-term benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . none none

BENEFITS RECOGNIZED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,836 1,810Termination benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . none none

BENEFITS NOT RECOGNIZED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NONE NONE

The short term benefits include the variable and fixed portions of the manager’s compensation.

NOTE 27 Employees

12/31/2012 12/31/2011

France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,342 3,338International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,776 4,899

TOTAL STAFF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,118 8,237

NOTE 28 Payroll costs

In thousands of euros 12/31/2012 12/31/2011

Wages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (444,166) (436,270)Profit-sharing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,293) (5,515)Free shares award plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (362) (445)

PAYROLL COSTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (449,821) (442,231)

NOTE 29 Dividends

No dividend has been paid for 2011, in accordance with the Ordinary General Meeting decision heldon June 8, 2012.

NOTE 30 Capital

As at December 31, 2012, the share capital was made up of 13,997,173 shares (including28,380 treasury shares), each with a nominal value of 0.9528 euros, i.e. total share capital of13,336,506 euros.

NOTE 31 Treasury shares

An initial outflow transaction relating to 4,740 treasury shares linked to the maturing of part of theplan dated March 21, 2008 was recorded in March 2012 in the amount of 149 thousand euros.

A second outflow transaction relating to 6,548 treasury shares linked to the maturing of part of theplan dated June 8, 2010 was recorded in June 2012 in the amount of 253 thousand euros.

Allocation of free shares

The Board of Directors meetings of June 29, 2011 and September 19, 2012 were authorized by theExtraordinary Shareholders’ Meeting of June 8, 2011 to award a total number of free shares not exceeding10% of the total number of shares comprising the share capital to the Directors and employees of theCegedim Group.

F-101

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 31 Treasury shares (Continued)

Following a resolution of the Extraordinary Shareholders’ Meeting of February 22, 2008, the Board ofDirectors, at their meetings of March 21, 2008, November 5, 2009 and June 8, 2010, were authorized toaward a total number of free shares, which were not to exceed 10% of the total number of shares makingup the capital, to the Directors and employees of the Cegedim Group.

The main characteristics of the plans are the following:

• the free shares awarded will grant the right to dividends. Their distribution will be determined as ofthe award date;

The plan dated March 21, 2008 authorized a maximum allocation of 43,410 free shares,

The plan dated November 5, 2009 authorized a maximum allocation of 28,750 free shares,

The plan dated June 8, 2010 authorized a maximum allocation of 32,540 free shares,

The plan dated June 29, 2011 authorized a maximum allocation of 41,640 free shares.

The plan dated September 19, 2012 authorized a maximum allocation of 31,670 free shares;

• the allocation of said shares to their beneficiaries will become final at the end of a vesting period oftwo years for beneficiaries whose residence for tax purposes is in France as of the allocation dateand four years for beneficiaries whose residence for tax purposes is not in France as of theallocation date;

• the shares will be permanently awarded to their beneficiaries on a single condition: no resignation,dismissal or redundancy;

• starting from the final award date, beneficiaries whose residence for tax purposes is in France as ofthe award date must keep their shares for a term of two years starting from the final award date.

In application of standard IFRS 2, the expense measuring ‘‘the benefit’’ offered to employees isspread out on a linear basis over the vesting period.

The amount reported as expenses in respect of the 2012 fiscal year was 362 thousand euros.

The main characteristics of the plans are the following:

Plan dated Plan dated Plan dated Plan dated Plan dated03/21/2008 11/05/2009 06/08/2010 06/29/2011 09/19/2012

Date of the General Meeting . . . . . . . 02/22/2008 02/22/2008 02/22/2008 06/08/2011 06/08/2011Date of the Board of Directors meeting 03/21/2008 11/05/2009 06/08/2010 06/29/2011 09/19/2012Date of plan opening . . . . . . . . . . . . 03/21/2008 11/05/2009 06/08/2010 06/29/2011 09/19/2012Total number of shares than can be

allocated . . . . . . . . . . . . . . . . . . . 43,410 shares 28,750 shares 32,540 shares 41,640 shares 31,670 sharesInitial subscription price . . . . . . . . . . . A52.00 A65.00 A55.00 A39.12 A15.70Date of free disposal of free sharesFrance . . . . . . . . . . . . . . . . . . . . . . 03/20/2010 11/04/2011 06/07/2012 06/28/2013 09/18/2014Abroad . . . . . . . . . . . . . . . . . . . . . . 03/20/2012 11/04/2013 06/07/2014 06/28/2015 09/18/2016

Position of plans as at December 31, 2012

Plan dated Plan dated Plan dated Plan dated Plan dated03/21/2008 11/05/2009 06/08/2010 06/29/2011 09/19/2012

Total number of shares allocated . . . — 13,320 shares 21,180 shares 37,310 shares 31,670 sharesTotal number of shares left to be

acquired after recorded exercisingof options and canceled options . . . — 8,000 shares 21,180 shares 28,250 shares 31,670 shares

Adjusted acquisition price of freeshare allotments . . . . . . . . . . . . .

France . . . . . . . . . . . . . . . . . . . . . 48.77 61.36 51.45 36.04 15.24Abroad . . . . . . . . . . . . . . . . . . . . . 41.24 52.11 43.40 29.95 13.35

F-102

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 32 Assignment of receivables

The Cegelease Company concluded a flow exchange transaction with Natixis, according to the termsof which Natixis must pay forecast amounts for lease receivables to Cegelease, and Cegelease must pay theactual amounts for these same receivables to Natixis.

FCB has granted Natixis its guarantee to cover the risks of this flow exchange transaction.

To pay for the service provided by FCB, Cegelease paid the latter a bonus of 1.2 million euros in 2007.This is a one-time, firm and final bonus for the duration of the transaction.

As the flow exchange transaction guarantees Cegelease’s future receivables, Natixis has granted thelatter a cash collateral that is repaid as the receivables are collected.

As a guarantee of its obligations to repay the cash collateral, Cegelease must transfer full ownership ofthe receivables resulting from its goods leasing activity to Natixis. The financial interest (101 thousandeuros in 2012) is calculated on the cash collateral.

The cash collateral, which is the up-to-date outstanding leases yet to be collected from clients onbehalf of Natixis, was a little under 356 thousand euros as at December 31, 2012.

The debt will be entirely paid off during 2013 first semester.

On December 9, 2011, Cegedim SA concluded a deconsolidation transaction with Eurofactor relatingto the assignment of receivables for 21 million euros as at December 31, 2012.

NOTE 33 Auditors’ fees

12/31/2012 12/31/2011

Grant GrantIn thousands of euros Mazars % Thornton % Mazars % Thornton %

Auditing, certification, review of individual andconsolidated financial statements

Cegedim SA . . . . . . . . . . . . . . . . . . . . . . . . . . 253 58.03% 248 47.60% 260 54.97% 260 47.88%Fully consolidated subsidiaries . . . . . . . . . . . . . . . 183 41.97% 273 52.40% 213 45.03% 283 52.12%Other work and services directly linked to the

Auditors’ assignmentCegedim SA . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0.00% 0 0.00% 0 0.00% 0 0.00%Fully consolidated subsidiaries . . . . . . . . . . . . . . . 0 0.00% 0 0.00% 0 0.00% 0 0.00%

AUDIT SUB-TOTAL . . . . . . . . . . . . . . . . . . . . . 436 100.00% 521 100.00% 473 100.00% 543 100.00%Legal, fiscal, social . . . . . . . . . . . . . . . . . . . . . . 0 0.00% 0 0.00% 0 0.00% 0 0.00%Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0.00% 0 0.00% 0 0.00% 0 0.00%

OTHER SERVICES PROVIDED BY THENETWORKS TO FULLY CONSOLIDATEDSUBSIDIARIES . . . . . . . . . . . . . . . . . . . . . . 0 0.00% 0 0.00% 0 0.00% 0 0.00%

TOTAL AUDITORS’ FEES . . . . . . . . . . . . . . . . 436 100.00% 521 100.00% 473 100.00% 543 100.00%

NOTE 34 Post-closing events

To the best of the Company’s knowledge, no events or changes with a significant effect on the Group’sfinancial position have taken place since the closing date.

F-103

STATUTORY AUDITORS’ REPORTON THE CONSOLIDATED FINANCIAL STATEMENTS

This is a free translation into English of the statutory auditors’ report on the consolidated financial statementsissued in French and it is provided solely for the convenience of English speaking users. The statutory auditors’report includes information specifically required by French law in such reports, whether modified or not. Thisinformation is presented below the audit opinion on the consolidated financial statements and includes anexplanatory paragraph discussing the auditors’ assessments of certain significant accounting and auditingmatters. These assessments were considered for the purpose of issuing an audit opinion on the consolidatedfinancial statements taken as a whole and not to provide separate assurance on individual account balances,transactions, or disclosures. This report also includes information relating to the specific verification ofinformation given in the Group’s management report. This report should be read in conjunction with, andconstrued in accordance with, French law and professional auditing standards applicable in France.

To the Shareholders,

In our capacity as Statutory Auditors, we hereby report to you, for the year ended December 31,2012, on:

the audit of the accompanying consolidated financial statements of CEGEDIM,

the justification of our assessments,

the specific verification required by law.

The consolidated financial statements have been approved by the Board of Directors. Our role is toexpress an opinion on these financial statements based on our audit.

I—Opinion on the consolidated financial statements

We conducted our audit in accordance with auditing standards applicable in France; those standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement. An audit includes verifying, by audit sampling andother selective testing procedures, evidence supporting the amounts and disclosures in the consolidatedfinancial statements. An audit also includes assessing the accounting principles used, the significantestimates made by management, and the overall financial statements presentation. We believe that theevidence we have gathered in order to form our opinion is adequate and relevant.

In our opinion, the consolidated financial statements give a true and fair view of the assets, liabilities,financial position and results of the consolidated group of entities in accordance with IFRS as adopted bythe European Union.

Without modifying the conclusion expressed above, we draw your attention to note 7 ‘‘Goodwill’’ tothe consolidated financial statements setting out the circumstances under which the impairment ofgoodwill in the CRM and strategic data sector was recognized as at June 30, 2012.

II—Justification of assessments

In accordance with the requirements of article L. 823-9 of the French Code of Commerce, relating tojustification of our assessments we bring to your attention the following matters:

CAPITALIZATION OF DEVELOPMENT COSTS

In the context of our assessment of the accounting policies applied by your company, we reviewed theconditions for capitalization of development costs, the amortization method used and the manner in whichtheir recoverable amount was validated and we ensured that the ‘‘Accounting policies—Intangible assetsand impairment of Assets’’ paragraphs of the financial statements provided appropriate disclosures.

IMPAIRMENT TESTS ON GOODWILL

As mentioned in the first section of this report, note 7 to the consolidated financial statements sets outthe circumstances under which impairment of goodwill in the CRM and strategic data sector wasrecognized as at June 30, 2012.

F-104

At each balance sheet date, the company systematically performs impairment tests of goodwill andassets with indefinite useful lives and it also seeks to ascertain whether there are any indications ofimpairment to long-term assets, in accordance with the methodology described in the ‘‘Accountingpolicies—impairment of Assets’’ paragraph of the financial statements. We reviewed the manner in whichthis impairment test was implemented and the cash flow projections and assumptions used and verifiedthat the ‘‘Accounting policies—impairment of Assets’’ paragraph as well as note 7 to the financialstatements provided appropriate disclosures.

RETIREMENT BENEFIT OBLIGATIONS

The ‘‘Accounting policies—Retirement benefits’’ paragraph describes the valuation methods used forretirement commitments. Our work involved reviewing the figures used, assessing the assumptionsretained and verifying that note 13 to the financial statements provided appropriate disclosures.

In the context of our assessments, we verified that these estimates were reasonable and that thedisclosures provided in the notes to the consolidated financial statements were appropriate.

The assessments were thus made in the context of the performance of our audit of the consolidatedfinancial statements taken as a whole and therefore contributed to the formation of our audit opinionexpressed in the first part of this report.

III—Specific verification

We have also performed the specific verification required by French law relatives au groupe donneesdans le rapport de gestion.

We have no matters to report regarding its fair presentation and conformity with the consolidatedfinancial statements.

Paris and Courbevoie, March 5, 2013The Statutory Auditors

Grant Thornton MazarsFrench Member Of Grant Thornton International

Solange Aıache Jerome de Pastors

F-105

CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2011

BALANCE SHEET ASSETS

12/31/2011 12/31/2010* 12/31/2009*In thousands of euros Net Net Net

GOODWILL ON ACQUISITION (NOTE 7) . . . . . . . . . . . . . . . . . 725,058 711,089 613,342Development costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,446 48,093 57,644Trademarks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104,810Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 167,002 121,932 63,192

INTANGIBLE ASSETS (NOTE 3) . . . . . . . . . . . . . . . . . . . . . . . . . 191,448 170,025 225,646Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 409 430 417Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,147 5,540 6,225Other tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A. 35,958 36,929 38,346Construction work in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,594 261 234

TANGIBLE ASSETS (NOTE 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,108 43,160 45,221Equity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 443 299 302Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,400 1,004 551Other long-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,637 8,017 8,030

LONG-TERM INVESTMENTS—EXCLUDING EQUITY SHARESIN EQUITY METHOD COMPANIES (NOTE 5) . . . . . . . . . . . . . 11,480 9,320 8,883

Equity shares in equity method companies (note 6) . . . . . . . . . . . . 7,645 7,276 7,173Government-Deferred tax (note 19) . . . . . . . . . . . . . . . . . . . . . . . . 48,093 49,317 33,350Accounts Receivable (note 9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,498 16,685 15,282Other Receivables (note 10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 651 722 983

NON-CURRENT ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,042,982 1,007,594 949,881Services in progress (note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 305 298 200Goods (note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,274 10,428 10,956Advances and deposits received on orders . . . . . . . . . . . . . . . . . . . 1,151 1,250 1,172Accounts Receivable (note 9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 222,350 233,446 210,502Other Receivables (note 10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,778 25,702 18,413Cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,041 13,238 30,630Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,087 65,916 90,739Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,347 19,151 15,847

CURRENT ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 350,334 369,429 378,461

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,393,316 1,377,023 1,328,341

* The comparative financial statements presented at 12/31/2010 and 12/31/2009 were drawn up by retrospectively applying theequity method for actuarial differences relating to provisions for pensions and similar obligations.

Reclassifications 12/31/2009

A. Technical facilities reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,377Reclassification of technical facilities under Other tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (24,377)

—Other tangible assets reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,969Reclassification of technical facilities under Other tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,377

38,346

F-106

CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2011

BALANCE SHEET LIABILITIES

In thousands of euros 12/31/2011 12/31/2010* 12/31/2009*

Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,337 13,337 13,337Issue premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185,562 185,562 185,562Group reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 263,439 291,153 249,697Group exchange reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (238) (238) (238)Group exchange gains/losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,058 6,356 (37,844)

Group Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,580 (16,349) 54,754

SHAREHOLDERS’ EQUITY, GROUP SHARE . . . . . . . . . . . . . . . . 515,737 479,820 465,267Minority interests (reserves) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 407 384 609Minority interests (earnings) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90 102 114

MINORITY INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 497 486 724

SHAREHOLDERS’ EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 516,234 480,306 465,991Financial liabilities (note 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 483,744 489,280 391,408Financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,094 13,334 16,517Deferred tax liabilities (note 19) . . . . . . . . . . . . . . . . . . . . . . . . . . 12,862 13,466 51,394Provisions (note 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,154 26,481 21,517Other liabilities (note 16) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,142 29,890 9,550

NON-CURRENT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 542,996 572,451 490,386Financial liabilities (note 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,871 60,667 133,621Financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27Accounts payable and related accounts . . . . . . . . . . . . . . . . . . . . . 92,079 74,789 73,604Tax and social liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119,517 125,780 113,705Provisions (note 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,075 6,066 7,133Other liabilities (note 16) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65,516 56,963 43,902

CURRENT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 334,085 324,266 371,965

TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,393,316 1,377,023 1,328,341

* The comparative financial statements presented at 12/31/2010 and 12/31/2009 were drawn up by retrospectively applying theequity method for actuarial differences relating to provisions for pensions and similar obligations.

F-107

CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2011

CONSOLIDATED INCOME STATEMENT

In thousands of euros 12/31/2011 12/31/2010* 12/31/2009*

REVENUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 911,463 926,674 874,072Other operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Capitalized production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,137 40,188 32,631Purchases used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (105,648) (110,887) (104,565)External expenses (note 17) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (240,184) (225,586) (208,642)Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (15,101) (14,660) (12,561)Payroll costs (note 28) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (442,231) (435,579) (401,496)Allocations to and reversals of provisions . . . . . . . . . . . . . . . . . . (3,886) (4,088) (1,353)Change in inventories of products in progress and finished

products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101 94 (900)Other operating income and expenses . . . . . . . . . . . . . . . . . . . . (1,224) (1,371) 726EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,428 174,786 177,911Depreciation expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (66,523) (66,807) (66,328)

OPERATING INCOME FROM CONTINUING OPERATIONS . . 83,905 107,979 111,583Neutralization of the Dendrite brand . . . . . . . . . . . . . . . . . . . . . (104,009)Non-recurrent income and expenses . . . . . . . . . . . . . . . . . . . . . . (7,983) (10,792) (11,697)

OTHER NON-RECURRING INCOME AND EXPENSES FROMOPERATIONS (NOTE 18) . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,983) (114,801) (11,697)

OPERATING INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,922 (6,822) 99,886Income from cash & cash equivalents . . . . . . . . . . . . . . . . . . . . . 5,487 961 1,429Cost of gross financial debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . (36,433) (30,450) (34,705)Other financial income and expenses . . . . . . . . . . . . . . . . . . . . . (6,723) (4,793) (7,033)COST OF NET FINANCIAL DEBT (NOTE 15) . . . . . . . . . . . . . (37,669) (34,282) (40,309)Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (21,216) (20,189) (9,950)Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,642 44,186 4,884

TOTAL TAXES (NOTE 19) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,574) 23,997 (5,066)Share of profit (loss) for the period of equity method companies . 991 860 357Profit (loss) for the period before earnings from activities that

have been discontinued or are being sold . . . . . . . . . . . . . . . . 32,670 (16,247) 54,869Profit (loss) for the period net of income tax from activities that

have been discontinued or are being sold . . . . . . . . . . . . . . . .Consolidated profit (loss) for the period . . . . . . . . . . . . . . . . . . . 32,670 (16,247) 54,869

ATTRIBUTABLE TO OWNERS OF THE PARENT . . . . . . . . . . . 32,580 (16,349) 54,754Minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90 102 114Average number of shares excluding treasury stock . . . . . . . . . . . 13,955,940 13,965,092 9,480,237

CURRENT EARNINGS PER SHARE (IN EUROS) . . . . . . . . . . . 2.8 4.1 6.9

EARNINGS PER SHARE (IN EUROS) (NOTE 22) . . . . . . . . . . . 2.3 (1.2) 5.8Diluting instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . none none none

DILUTED EARNINGS PER SHARE (IN EUROS) (NOTE 23) . . 2.3 (1.2) 5.8

* The comparative financial statements presented at 12/31/2010 and 12/31/2009 were drawn up by retrospectively applying theequity method for actuarial differences relating to provisions for pensions and similar obligations.

F-108

CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2011

STATEMENT OF CONSOLIDATED EARNINGS

In thousands of euros 12/31/2011 12/31/2010* 12/31/2009*

CONSOLIDATED PROFIT (LOSS) FOR THE PERIOD . . . . . . . . . 32,670 (16,247) 54,869

Other items included in total earnings:Unrealized exchange gains/losses . . . . . . . . . . . . . . . . . . . . . . . . . . 11,241 52,143 (8,145)Free shares award plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 445 67 477Hedging financial instruments (net of income tax) . . . . . . . . . . . . . . 3,064 1,276 3,224Hedging of net investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,454 (7,944)Actuarial differences relating to provisions for pensions . . . . . . . . . . (656) (511) (35)

ITEMS RECOGNIZED AS SHAREHOLDERS’ EQUITY NET OFINCOME TAX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,548 45,031 (4,479)

Total earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,218 28,784 50,389Minority interests’ share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83 102 114ATTRIBUTABLE TO OWNERS OF THE PARENT . . . . . . . . . . . . . 50,135 28,682 50,275

* The comparative financial statements presented at 12/31/2010 and 12/31/2009 were drawn up by retrospectively applying theequity method for actuarial differences relating to provisions for pensions and similar obligations.

F-109

CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2011

STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITYAT DECEMBER 31, 2011

Reserves Conso. Unrealized Totaltied to reserves and exchange Group Minority

In thousands of euros Capital capital earnings gains/losses share interests Total

BALANCE AT 01/01/2009 . . . . . . . . . . . . . . . . 8,891 14,981 247,232 (29,936) 241,168 882 242,050Earnings for the fiscal year . . . . . . . . . . . . . . . 54,754 54,754 114 54,868Earnings recorded directly as shareholders’ equity:• Transactions on shares . . . . . . . . . . . . . . . . 477 477 477• Hedging of financial instruments . . . . . . . . . . 3,224 3,224 3,224• Unrealized exchange gains/losses . . . . . . . . . . (8,145) (8,145) (8,145)• Actuarial differences relating to pension

provisions(2) . . . . . . . . . . . . . . . . . . . . . . . (35) (35) (35)

TOTAL EARNINGS FOR THE FISCAL YEAR . . 58,420 (8,145) 50,275 114 50,389

Total transactions with shareholders:• Capital transactions . . . . . . . . . . . . . . . . . . 4,446 170,580 175,026 175,026• Distribution of dividends(1) . . . . . . . . . . . . . . — (230) (230)• Treasury shares . . . . . . . . . . . . . . . . . . . . . (1,234) (1,234) (1,234)

TOTAL TRANSACTIONS WITHSHAREHOLDERS . . . . . . . . . . . . . . . . . . . 4,446 170,580 (1,234) 0 173,792 (230) 173,562

Other changes . . . . . . . . . . . . . . . . . . . . . . . 33 33 33Change in consolidation scope . . . . . . . . . . . . . (42) (42)

BALANCE AT 12/31/2009 . . . . . . . . . . . . . . . . 13,337 185,561 304,451 (38,081) 465,268 724 465,992Earnings for the fiscal year . . . . . . . . . . . . . . . (16,349) (16,349) 102 (16,247)Earnings recorded directly as shareholders’ equity:• Transactions on shares . . . . . . . . . . . . . . . . 67 67 67• Hedging of financial instruments . . . . . . . . . . 1,276 1,276 1,276• Hedging of net investments . . . . . . . . . . . . . (7,944) (7,944) (7,944)• Unrealized exchange gains/losses . . . . . . . . . . 52,143 52,143 52,143• Actuarial differences relating to provisions for

pensions(2) . . . . . . . . . . . . . . . . . . . . . . . . (511) (511) (511)

TOTAL EARNINGS FOR THE FISCAL YEAR . . (15,517) 44,199 28,682 102 28,785

Total transactions with shareholders:• Capital transactions . . . . . . . . . . . . . . . . . . — —• Distribution of dividends(1) . . . . . . . . . . . . . . (13,959) (13,959) (75) (14,033)• Treasury shares . . . . . . . . . . . . . . . . . . . . . (129) (129) (129)

TOTAL TRANSACTIONS WITHSHAREHOLDERS . . . . . . . . . . . . . . . . . . . (14,087) 0 (14,087) (75) (14,162)

Other changes . . . . . . . . . . . . . . . . . . . . . . . (43) (43) (43)Change in consolidation scope . . . . . . . . . . . . . (265) (265)

BALANCE AT 12/31/2010 . . . . . . . . . . . . . . . . 13,337 185,561 274,804 6,118 479,820 486 480,306

Earnings for the fiscal year . . . . . . . . . . . . . . . 32,580 32,580 90 32,670Earnings recorded directly as shareholders’ equity:• Transactions on shares . . . . . . . . . . . . . . . . 445 445 445• Hedging of financial instruments . . . . . . . . . . 3,064 3,064 3,064• Hedging of net investments . . . . . . . . . . . . . 3,454 3,454 3,454• Unrealized exchange gains/losses . . . . . . . . . . 11,248 11,248 (6) 11,241• Actuarial differences relating to provisions for

pensions(2) . . . . . . . . . . . . . . . . . . . . . . . . (656) (656) (656)

TOTAL EARNINGS FOR THE FISCAL YEAR . . 35,433 14,702 50,135 83 50,218

Total transactions with shareholders:• Capital transactions . . . . . . . . . . . . . . . . . . — —• Distribution of dividends(1) . . . . . . . . . . . . . . (13,953) (13,953) (72) (14,025)• Treasury shares . . . . . . . . . . . . . . . . . . . . . (277) (277) (277)

TOTAL TRANSACTIONS WITHSHAREHOLDERS . . . . . . . . . . . . . . . . . . . (14,230) 0 (14,230) (72) (14,302)

Other changes . . . . . . . . . . . . . . . . . . . . . . . 12 12 7 19Change in consolidation scope . . . . . . . . . . . . . (7) (7)

BALANCE AT 12/31/2011 . . . . . . . . . . . . . . . . 13,337 185,561 296,019 20,820 515,737 497 516,234

(1) The total amount of dividends is distributed to common shares. There are no other classes of shares. There were no issues,repurchases or redemptions of equity securities during 2009, 2010 and 2011 except for the shares acquired under the free shareaward plan.

(2) The comparative financial statements presented at 12/31/2010 and 12/31/2009 were drawn up by retrospectively applying theequity method for actuarial differences relating to provisions for pensions and similar obligations.

F-110

CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2011

STATEMENT OF CHANGES IN THE CONSOLIDATION SCOPE

% owned Consolidation% owned during Consolidation method theduring the year method this previous

Companies involved the year previous fiscal year fiscal year Comments

Companies entering theconsolidation scope

Next Plus(1) . . . . . . . . . . . . 49.00% I.G. Created in January 2011Pharmec Healthcare

Software SRL . . . . . . . . . 100.00% I.G. Acquisition in April 2011Companies leaving the

consolidation scopeCegedim Activ Maroc . . . . . 100.00% 100.00% I.G. I.G. Merger of Cegedim Maroc in

January 2011Hosta Maroc . . . . . . . . . . . 100.00% 100.00% I.G. I.G. Merger of Cegedim Maroc in

January 2011Cegedim Holding CIS . . . . 100.00% I.G. TUP of Cegedim Holding CIS

into Cegedim SAJanuary 2011

Apsys Net . . . . . . . . . . . . . 100.00% I.G. TUP of APSYS NET intoCegedim SA in January 2011

Cegers . . . . . . . . . . . . . . . . 100.00% I.G. TUP of Cegers intoCegedim SA in January 2011

Data Conseil . . . . . . . . . . . 100.00% I.G. TUP of Data Conseil intoAlliadis in January 2011

Synavant UK Holding . . . . 100.00% I.G. Liquidation in February 2011Dendrite Turkey . . . . . . . . . 100.00% 100.00% I.G. I.G. Liquidation in May 2011Dendrite Netherlands

Finance . . . . . . . . . . . . . 100.00% 100.00% I.G. I.G. Liquidation in June 2011Dendrite SP Zoo . . . . . . . . 100.00% 100.00% I.G. I.G. Liquidation in June 2011Deskom . . . . . . . . . . . . . . . 100.00% 100.00% I.G. I.G. TUP of Deskom into

Cegedim SA in July 2011Global Pharma

Consult SRL . . . . . . . . . 100.00% 100.00% I.G. I.G. Liquidation in December 2011

(1) The company NEXT PLUS, held at 49%, is consolidated using the full consolidation method as the Group has exclusivecontrol; the stewardship being exercised by Cegedim Tunisia.

F-111

CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2011

CASH FLOW STATEMENT FROM EARNINGS OF CONSOLIDATED COMPANIES

In thousands of euros 12/31/2011 12/31/2010* 12/31/2009*

Consolidated profit (loss) for the period . . . . . . . . . . . . . . . . . . . . . 32,670 (16,247) 54,868Share of earnings from equity method companies . . . . . . . . . . . . . . (991) (860) (357)• Depreciation and provisions(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 63,733 167,894 70,137• Capital gains or losses on disposals . . . . . . . . . . . . . . . . . . . . . . . 415 (437) 996

OPERATING CASH FLOW AFTER COST OF NET FINANCIALDEBT AND TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95,827 150,350 125,644

• Cost of net financial debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,669 34,282 40,309• Tax expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,574 (23,997) 5,066

OPERATING CASH FLOW BEFORE COST OF NET FINANCIALDEBT AND TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140,070 160,635 171,019

• Tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19,776) (15,264) (4,305)• Change in working capital requirements for operations(2) . . . . . . . 21,249 (11,503) (199)

CASH FLOW GENERATED FROM OPERATING ACTIVITIESAFTER TAX PAID AND CHANGE IN WORKING CAPITALREQUIREMENTS (A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141,543 133,868 166,515

Acquisitions of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . (50,538) (45,511) (37,744)Acquisitions of tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . (29,644) (27,783) (26,382)Acquisitions of long-term investments . . . . . . . . . . . . . . . . . . . . . . . (2,084) 0 (2,917)Disposals of tangible and intangible assets . . . . . . . . . . . . . . . . . . . . 2,083 4,155 4,809Disposals of long-term investments . . . . . . . . . . . . . . . . . . . . . . . . . 0 683 75Impact of changes in consolidation scope . . . . . . . . . . . . . . . . . . . . (1,422) (56,291) (11,989)Dividends received from equity method companies . . . . . . . . . . . . . 662 759 486

NET CASH FLOWS GENERATED BY INVESTMENTOPERATIONS (B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (80,943) (123,988) (73,662)

Dividends paid to parent company shareholders . . . . . . . . . . . . . . . (13,953) (13,959) 0Dividends paid to the minority interests of consolidated companies . . (72) (75) (231)Capital increase through cash contribution . . . . . . . . . . . . . . . . . . . 0 0 174,700Loans issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,000 303,147 3,761Loans repaid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (222,558) (303,704) (201,998)Interest paid on loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (32,300) (18,734) (31,460)Other financial income and expenses paid or received . . . . . . . . . . . 1,050 (6,310) (5,748)

NET CASH FLOWS GENERATED BY FINANCINGOPERATIONS (C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (67,833) (39,635) (60,976)

CHANGE IN CASH EXCLUDING CURRENCY EFFECT(A + B + C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,233) (29,755) 31,877

Impact of changes in foreign currency exchange rates . . . . . . . . . . . 931 5,449 207

CHANGE IN CASH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,302) (24,306) 32,084Opening net cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78,032 102,338 70,254Closing net cash (note 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71,730 78,032 102,338

* The comparative financial statements presented at 12/31/2010 and 12/31/2009 were drawn up by retrospectively applying theequity method for actuarial differences relating to provisions for pensions and similar obligations.

(1) In 2010 includes the neutralization of the Dendrite brand for 104,009 thousand euros.

(2) A ( ) sign indicates a requirement and the absence of a ( ) sign indicates a surplus.

F-112

SEGMENT INFORMATION AS AT DECEMBER 31, 2011

INCOME STATEMENT ITEMS

Breakdown by Business SectorGeographic BreakdownCRM and Insurance

strategic Healthcare and Total Total restIn thousands of euros data professionals services Total France of world

Sector income

A Outside Group sales . . . . . . . . . . . . . . . . . . . . 510,631 259,795 141,037 911,463 469,587 441,876

B Sales to other Group sectors . . . . . . . . . . . . . . . . 32,051 7,861 11,014 50,925 48,521 2,405

C=A + B Total sector revenue . . . . . . . . . . . . . . . . . . . . . 542,682 267,656 152,051 962,389 518,108 444,281

Sector earnings

D Operating income from continuing operations . . . . . 33,627 29,299 20,979 83,905

E EBITDA from continuing operations . . . . . . . . . . . 60,340 58,735 31,352 150,428

Operating margin from continuing operations

D/A Operating margin from continuing operations outsideGroup . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.6% 11.3% 14.9% 9.2%

E/A EBITDA margin from ordinary activities outsideGroup . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.8% 22.6% 22.2% 16.5%

Depreciation expenses by sector . . . . . . . . . . . . . . 26,713 29,437 10,373 66,523

GEOGRAPHICAL BREAKDOWN OF 2011 CONSOLIDATED REVENUE

Euro zone Poundoutside sterling US dollar Rest of

Consolidated Revenue 2011 France France zone zone world Total

Geographic Breakdown . . . . . . . . . . . . . . . . . . . . . 469,587 127,868 78,868 106,676 128,464 911,463% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52% 14% 9% 12% 14% 100%

F-113

SEGMENT INFORMATION AS AT DECEMBER 31, 2011 (Continued)

BALANCE SHEET ITEMS

Breakdown by Business Sector GeographicBreakdownCRM and Insurance

strategic Healthcare and Total Total restIn thousands of euros data professionals services Total France of world

Sector assets (net values)Goodwill on acquisition (note 7) . . . . . . . . 568,844 106,042 50,172 725,058 107,971 617,087Intangible assets (note 3) . . . . . . . . . . . . . 108,624 37,684 45,140 191,448 165,325 26,123Tangible assets (note 4) . . . . . . . . . . . . . . . 28,699 10,201 5,208 44,108 26,071 18,037Shares accounted for under the equity

method (note 6) . . . . . . . . . . . . . . . . . . — 7,593 52 7,645 47 7,598

NET TOTAL . . . . . . . . . . . . . . . . . . . . . . 706,167 161,520 100,572 968,259 299,414 668,845

Investments for the year (gross values)Goodwill on acquisition . . . . . . . . . . . . . . 46 1,355 — 1,401 — 1,401Intangible assets (note 3) . . . . . . . . . . . . . 29,609 9,334 11,596 50,538 44,416 6,123Tangible assets (note 4) . . . . . . . . . . . . . . . 10,408 17,000 2,242 29,650 23,198 6,452Equity shares accounted for using the equity

method . . . . . . . . . . . . . . . . . . . . . . . . — — — 0 — —

GROSS TOTAL . . . . . . . . . . . . . . . . . . . . 40,063 27,689 13,837 81,589 67,614 13,975

Sector liabilities

Non-current liabilitiesProvisions (note 12) . . . . . . . . . . . . . . . . . 13,711 6,035 5,408 25,154 18,554 6,600Other liabilities (note 16) . . . . . . . . . . . . . 3,443 914 2,785 7,142 3,100 4,042

Current liabilitiesAccounts payable and related accounts . . . . 64,524 16,311 11,244 92,079 46,278 45,801Tax and social liabilities . . . . . . . . . . . . . . 74,168 22,443 22,906 119,517 75,121 44,396Provisions (note 12) . . . . . . . . . . . . . . . . . 3,991 742 342 5,075 1,316 3,759Other liabilities (note 16) . . . . . . . . . . . . . 29,916 21,293 14,307 65,516 34,500 31,015

Transactions carried out between the different business sectors are done so at market prices.

Segment liabilities are reviewed by the Group’s Deputy Managing Director who is the main decision-maker regarding these commitments.

F-114

SEGMENT INFORMATION AS AT DECEMBER 31, 2010

INCOME STATEMENT ITEMS

Breakdown by Business SectorGeographic BreakdownCRM and

strategic Healthcare Insurance Total Total restIn thousands of euros data professionals and services Total France of world

Sector income

A Outside Group sales . . . . . . . . . . . . . . . . . . . . 526,513 271,002 129,159 926,674 477,590 449,085

B Sales to other Group sectors . . . . . . . . . . . . . . . . 30,623 7,938 7,220 45,781 44,429 1,352

C=A+B Total sector revenue . . . . . . . . . . . . . . . . . . . . . 557,136 278,940 136,379 972,455 522,019 450,437

Sector earnings

D Operating income from continuing operationsrestated* . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,263 36,795 19,921 107,979

E EBITDA from continuing operations restated* . . . . . 76,437 69,046 29,303 174,786

Operating margin from continuing operations (in %)

D/A Operating margin from continuing operations outsideGroup . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.7% 13.6% 15.4% 11.7%

E/A EBITDA margin from continuing operations outsideGroup . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.5% 25.5% 22.7% 18.9%

Depreciation expenses by sector . . . . . . . . . . . . . . 25,174 32,251 9,381 66,807

* Modifications were made to the presentation of the IFRS financial statements closed on 12/31/2010, which were initially published on 04/21/2011.These modifications are explained by a change in the equity method of accounting for actuarial differences relating to pension provisions andsimilar obligations (see note 13).

GEOGRAPHICAL BREAKDOWN OF 2010 CONSOLIDATED REVENUE

Euro zoneoutside Pound US dollar Rest of

Consolidated Revenue 2010 France France sterling zone zone world Total

Geographic Breakdown . . . . . . . . . . . . . . . 477,590 130,204 79,315 116,344 123,222 926,674% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52% 14% 9% 13% 13% 100%

F-115

SEGMENT INFORMATION AS AT DECEMBER 31, 2010 (Continued)

BALANCE SHEET ITEMS

Breakdown by Business Sector GeographicBreakdownCRM and Insurance

strategic Healthcare and Total Total restIn thousands of euros data professionals services Total France of world

Sector assets (net values)Goodwill on acquisition (note 7) . . . . . . . . 552,701 108,216 50,172 711,089 107,971 603,118Intangible assets (note 3) . . . . . . . . . . . . . 96,372 32,060 41,593 170,025 145,450 24,575Tangible assets (note 4) . . . . . . . . . . . . . . . 28,256 9,512 5,392 43,160 24,325 18,835Shares accounted for under the equity

method (note 6) . . . . . . . . . . . . . . . . . . 0 7,227 48 7,276 57 7,219

NET TOTAL . . . . . . . . . . . . . . . . . . . . . . 677,329 157,016 97,205 931,550 277,803 653,747

Investments for the year (gross values)Goodwill on acquisition . . . . . . . . . . . . . . 21,165 28,139 9,012 58,316 9,637 48,679Intangible assets (note 3) . . . . . . . . . . . . . 28,982 8,542 7,996 45,520 41,279 4,241Tangible assets (note 4) . . . . . . . . . . . . . . . 7,720 18,185 1,880 27,786 23,053 4,733Equity shares accounted for using the equity

method . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 0 0 0

GROSS TOTAL . . . . . . . . . . . . . . . . . . . . 57,867 54,866 18,888 131,621 73,969 57,652

Sector liabilities

Non-current liabilitiesProvisions (note 12) . . . . . . . . . . . . . . . . . 14,070 5,551 6,860 26,481 17,575 8,906Other liabilities . . . . . . . . . . . . . . . . . . . . 23,087 2,705 4,097 29,890 7,472 22,417

Current liabilitiesAccounts payable and related accounts . . . . 48,660 16,386 9,743 74,789 36,735 38,054Tax and social liabilities . . . . . . . . . . . . . . 83,770 20,460 21,550 125,780 77,152 48,628Provisions (note 12) . . . . . . . . . . . . . . . . . 5,412 502 153 6,066 654 5,412other liabilities . . . . . . . . . . . . . . . . . . . . 24,051 18,495 14,417 56,963 29,468 27,495

Transactions carried out between the different business sectors are done so at market prices.

Segment liabilities are reviewed by the Group’s Deputy Managing Director who is the main decision-maker regarding these commitments.

F-116

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DETAILED SUMMARY OF THE NOTES TO THE FINANCIAL STATEMENTS

Page

HIGHLIGHTS OF THE 2011 FISCAL YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-118

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . F-118

NOTES AND ADDITIONAL TABLES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-130

NOTE 1 List of consolidated companies (France) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-130

NOTE 2 Impact of changes in consolidation scope . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-132

NOTE 3 Tangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-133

NOTE 4 Tangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-134

NOTE 5 Non-current long term investments (excluding shares from equity method companies) F-134

NOTE 6 Shares in companies accounted for by the equity method . . . . . . . . . . . . . . . . . . . . . F-134

NOTE 7 Goodwill on acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-135

NOTE 8 Inventory and work in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-136

NOTE 9 Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-137

NOTE 10 Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-138

NOTE 11 Shareholder base . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-138

NOTE 12 Current and non-current provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-139

NOTE 13 Retirement commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-139

NOTE 14 Net financial debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-145

NOTE 15 Cost of net debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-150

NOTE 16 Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-150

NOTE 17 External expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-150

NOTE 18 Other non-recurring income and expenses from operations . . . . . . . . . . . . . . . . . . . F-151

NOTE 19 Deferred tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-151

NOTE 20 Lease commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-154

NOTE 21 Restatement of finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-155

NOTE 22 Earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-155

NOTE 23 Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-155

NOTE 24 Off-balance sheet commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-156

NOTE 25 Related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-157

NOTE 26 Directors’ compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-157

NOTE 27 Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-158

NOTE 28 Payroll costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-158

NOTE 29 Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-158

NOTE 30 Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-158

NOTE 31 Treasury shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-158

NOTE 32 Assignment of receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-160

NOTE 33 Auditors’ fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-160

NOTE 34 Events occurring after the closing date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-160

F-117

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

HIGHLIGHTS OF THE 2011 FISCAL YEAR

Over the period, there were no events or changes with a significant effect on the Group’s financialposition other than the one mentioned below:

Acquisition

On April 15, 2011, Cegedim seized the opportunity to develop a strategic activity in the market for thecomputerization of pharmacies and doctors in Romania by acquiring Pharmec, which holds over than onethird of the pharmacy computerization market in that country with annual revenues of approximately1 million euros. Moreover, this acquisition also strengthens Cegedim’s data offering for pharmaceuticallaboratories in Romania.

Formed in January 2011 for the purposes of this transaction, following a spin-off from a largeRomanian industrial group, the company Pharmec brings together all IT and services activities forpharmacies and doctors.

This transaction was internally funded. According to the agreements signed by the parties, the otherterms and conditions of this transaction are confidential.

Refinancing of bank loans underwritten at the time Dendrite was acquired in May 2007

Cegedim successfully established a five-year credit agreement for 280 million euros (term loan andrevolving loan) on June 10, 2011.

This refinancing was used to repay the bank loan established in May 2007. The ‘‘Security Package’’ forthe initial credit facility was fully closed. Syndication was launched in the amount of 250 million euros andwas over-subscribed. The facility was thus raised to 280 million euros and all the bank loans weresignificantly reduced.

This facility breaks down into a medium term amortizable loan of 200 million euros and a revolvingloan of 80 million euros.

Two-year extension of the maturity of the subordinated loan

FCB (a company wholly owned by the Labrune family and main shareholder of Cegedim with 52% ofthe capital) granted a 50 million euro loan to Cegedim SA in May 2007. FCB underwrote theDecember 2009 capital increase in part by extinguishing its debt. Its loan was thus brought to 45.1 millioneuros. This loan is set to mature in May 2014.

On September 21, 2011, an agreement between FCB and Cegedim was signed, under the samefinancial conditions, to extend the loan until June 10, 2016.

The Group complies with all its covenants.

Summary of Significant Accounting Policies

ACCOUNTING STANDARDS

Pursuant to European Regulation no. 1606/2002 of July 19, 2002 on the application of internationalaccounting standards, amended by EC Regulation no. 297/2008 of March 11, 2008 and subsequentEuropean Regulations on IAS/IFRS standards, the consolidated financial statements of the CegedimGroup were closed on December 31, 2011 in accordance with international accounting standards. Theinternational accounting standards include the IFRS (‘‘International Financial Reporting Standards’’), theIAS (‘‘International Accounting Standards’’) and their mandatory application interpretations on theclosing date.

The consolidated financial statements were accepted by the Board of Directors of Cegedim SA duringtheir meeting held on 4/2/2012, and will be submitted to the General Meeting for approval.

From January 1, 2011, the Cegedim Group decided to apply the option under IAS 19 as adjusted,which allows the actuarial differences relating to provisions for pensions and similar obligations to beaccounted for directly in equity.

F-118

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The comparative financial statements presented for 2010 and 2009 were restated by retrospectivelyapplying this change in method.

The new IFRS standards, interpretations and modifications, as adopted by the European Union forthe fiscal years started on or after January 1, 2011, were applied by the Company and did not result in anysignificant changes in the assessment methods for assets, liabilities, income and expenses.

The new mandatory standards, modifications and interpretations that are applicable for the 2011annual financial statements are the following:

• Amendments to IAS 32—Classification of rights issues;

• Amendment to IAS 24 as adjusted—Related party disclosures;

• Annual Improvements 2010 to IFRS (May 2010);

• Amendment to IFRIC 14—Prepayments of a minimum funding requirement;

• IFRIC 19—Extinguishing financial liabilities with equity instruments.

Some standards and interpretations adopted by the IASB or the IFRIC (International FinancialReporting Interpretations Committee) and whose mandatory application is subsequent to January 1, 2011,have not resulted in an early application by the Group. This mainly concerns the following standards:

• Amendments to IAS 1—Presentation of other comprehensive income;

• Revised IAS 19—Employee benefits;

• IAS 12—Recovery of underlying assets;

• IAS 28 as amended—Investments in associates and joint ventures;

• Amendments to IFRS 7—Disclosures about transfers of financial assets;

• IFRS 9—Financial instruments;

• IFRS 10—Consolidated financial statements;

• IFRS 11—Partnerships;

• IFRS 12—Disclosure of interests in other entities;

• IFRS 13—Fair value measurement.

VALUATION BASES

General principle

The financial statements are prepared according to the historic cost principle, except for derivativeinstruments and financial assets available for sale, which are valued at fair value.

Use of estimates and assumptions

In order to prepare the financial statements, the management of the Group or the subsidiaries mustmake estimates and use certain assumptions that impact the value of the assets and liabilities, the valuationof positive and negative contingencies on the closing date, as well as income and expenses for thefiscal year.

Due to the uncertainties inherent in any valuation process, the Group revises its estimates based onregularly updated information. It is possible that the future results of the operations involved will differfrom these estimates.

The assumptions and estimates primarily concern:

• the valuation of the recoverable value of assets (assumptions described in the § ‘‘Impairment ofAssets’’ and in note 7);

• the valuation of retirement obligations (assumptions described in note 13).

F-119

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Consolidation methods

Subsidiaries and equity investments are included in the consolidation scope on the date on whichcontrol is effectively transferred to the Group, while subsidiaries and equity investments sold are excludedfrom the consolidation scope on the date on which control is lost.

Subsidiaries over which the Group exercises exclusive control are consolidated using the fullconsolidation method, even if the percentage held is less than 50%. Exclusive control is presumed if theparent company directly or indirectly holds the power to dictate the financial and operational policies of acompany so as to benefit from its activities.

The full consolidation method used is the method by which the assets, liabilities, income and expensesare fully consolidated. The share in net assets and net earnings attributable to the minority shareholders ispresented separately as minority interests in the consolidated balance sheet and the consolidated incomestatement.

Equity investments over which the Group exercises joint control with a limited number of othershareholders such as joint ventures are consolidated using the proportional consolidation method.

Equity investments over which the Group exercises significant influence are consolidated using theequity method. Significant influence is presumed if the Group holds a percentage of voting rights greaterthan or equal to 20%. According to this method, the Group records the ‘‘share of the profit (loss) for theperiod of the companies consolidated using the equity method’’ on a specific line of the consolidatedincome statement.

The list of consolidated companies is set out in note 1. Some companies, insignificant from theGroup’s perspective, are not consolidated.

Business combinations (IFRS 3)

Business combinations are accounted for using the acquisition method in accordance with theprovisions of standard IFRS 3—Business combinations.

The assets, liabilities and contingent liabilities of the entity acquired are accounted for at their fairvalue at the end of a valuation period, which may cover 12 months following the date of acquisition or theclosing date of the fiscal year following that in which the transaction took place.

The difference between the acquisition cost and the Group’s interest in the net fair value of assets,liabilities and contingent liabilities of the acquired entity at the acquisition date is recorded as goodwill. Ingeneral, the acquisitions made by the Group correspond to acquisitions of market shares leading to limitedallocations of acquisition on goodwill. If the acquisition cost is less than the fair value of the identifiedassets, liabilities and contingent liabilities acquired, the difference is immediately recognized as ‘‘badwill’’in the income statement.

Goodwill on acquisition is recorded in the functional currency of the entity acquired. Standard IAS 21(§ 47) requires that goodwill on acquisition in foreign currencies be recognized at the closing rate on eachaccounting closing date and not at the historical cost.

Goodwill on acquisition is not depreciated and is subject, in accordance with revised standardIAS 36, to impairment testing when an impairment indicator is identified and at least once a year(see § ‘‘Impairment of Assets’’). If necessary, impairments are recorded as ‘‘Other non-recurring incomeand expenses from operations’’.

Goodwill on acquisition

Commercial goodwill acquired in connection with business combinations for which the length ofconsumption of the future economic benefits cannot be determined is not depreciated. However, inaccordance with IAS 36 as amended, they are subject to impairment testing whenever an impairmentindicator is identified and at least once a year (see § ‘‘Impairment of Assets’’). If the current value ofcommercial goodwill is less than the net book value, the difference in value is recorded on the incomestatement. The current value is estimated based on the present and future profitability of the divisionconcerned.

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Intangible assets (IAS 38)

INTANGIBLE ASSETS ACQUIRED SEPARATELY OR IN CONNECTION WITH A BUSINESSCOMBINATION

The intangible assets acquired (primarily software) are recorded in the balance sheet at their historicalcost. They are recognized when (1) it is probable that future economic benefits attributable to them will goto the Group and (2) their cost can be measured reliably. They are then valued at the amortized costaccording to the prescribed treatment of IAS 38—‘‘Intangible Assets’’.

Intangible assets acquired in connection with business combinations (primarily commercial goodwill)are recorded in the balance sheet at their fair value. Their value is monitored regularly to ensure that noimpairment must be recognized.

With the exception of commercial goodwill, intangible assets are depreciated using the straight-linemethod over their useful life (excluding goods with an indefinite life span). The value of depreciatedintangible assets is tested if an impairment indicator is identified. If necessary, impairments are recordedas ‘‘Other non-recurring income and expenses from operations’’.

RESEARCH AND DEVELOPMENT COSTS/INTERNALLY DEVELOPED SOFTWARE

Research expenses are recorded as expenses for the fiscal year during which they were incurred.

Development costs for new internal projects are capitalized if the following criteria are fully satisfiedin accordance with IAS 38:

• the project is clearly identified and the related costs are separable and tracked reliably;

• the technical feasibility of the project has been demonstrated, and the Group has the intention andthe financial capacity to complete the project and use or sell the products resulting fromthis project;

• it is probable that the developed project will generate future economic benefits that will flow tothe Group.

Otherwise, the development costs are recorded as expenses for the fiscal year during which theywere incurred.

Once in use, an asset whose development is complete is removed from the development costs itemand recognized under the corresponding asset item (generally software).

Depreciation is calculated as of the moment the fixed asset is in use and is calculated over itsforeseeable useful life.

Project typology depends on life cycle and is set out as follows:

Type to project Duration Mode Number of projects

Structuring projects . . . . . . . . . . . . . . . 15-20 years Straight-line Very limited number of projectsStrategic projects . . . . . . . . . . . . . . . . . 8-10 years Straight-line Limited numberCurrent developments . . . . . . . . . . . . . 5 years Straight-line Core of Group’s projectsTargeted projects . . . . . . . . . . . . . . . . . 2-4 years Straight-line Limited number

TRADEMARKS

The trademarks used by the Group were created and are not recognized under balance sheet assets.

Tangible assets (IAS 16)

Tangible assets consist primarily of computer hardware and industrial equipment and are recorded attheir purchase cost less accumulated depreciation and impairment losses, according to the treatmentprescribed in standard IAS 16—Tangible Assets.

Depreciation is calculated based on the economic service life, the depreciable basis used being thepurchase cost less any estimated residual value.

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The following depreciation terms (period and method) are used:

AverageDescription length Mode

Computer hardwareMicrocomputers for office use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-4 years Straight-lineServer systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5-15 years Straight-lineIndustrial equipmentPrinting equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8-10 years Straight-lineIndustrial equipment and machinery . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5-8 years Straight-lineFixtures and facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8-15 years Straight-lineTransportation equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 years Straight-lineOffice equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 years Straight-lineMoveable property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 years Straight-line

Additionally, IAS 16 prescribes the separate component approach for assets that can be broken downinto elements that each has different uses or offer economic benefits at a different rate. In the CegedimGroup, this involves buildings consisting of administrative offices and industrial facilities (shop, warehouse,storage area, etc.) for which separate depreciation plans have been established based on the useful life ofthe different components (shell, facades and waterproofing, general and technical facilities, fixtures).

The useful lives of tangible assets are reviewed periodically and may be modified in the long term,depending on the circumstances.

Tangible assets are subject to impairment testing if an impairment indicator is identified. If necessary,additional impairment is recorded in the income statement as ‘‘Other non-recurring income and expensesfrom operations’’.

Finance leases (IAS 17)

A finance lease is a lease agreement that transfers almost all risks and benefits of ownership of anasset to the lessee.

Assets used for lease agreements are capitalized at their fair value and offset by a financial debt ifthese lease agreements effectively transfer virtually all the risks and benefits inherent in ownership of thisproperty to the Group. Lease payments are broken down into financial expense (recorded as ‘‘Cost of netfinancial debt’’) and debt retirement.

Assets that are the object of financial leases are depreciated over the same periods as owned propertyof the same category.

Impairment of assets (IAS 36)

CASH GENERATING UNITS (CGU)

Impairment tests are performed on the Cash Generating Units (CGUs) to which these assets may beallocated. The CGU is the smallest identifiable group of assets that generates cash flows which are largelyindependent of the cash inflows generated by other assets or groups of assets. CGUs generally correspondto a set of entities contributing to the same sector of activity (type of services) and using the same tools.

CGUs follow the divisions of the Group’s main sectors of activity, which are further dividedthemselves into separate industry components if they are relevant to the definition of the cash flows. Insome cases, the geographic component takes precedence over the industry component due to synergiesestablished in certain countries or in certain regions thus leading to the definition of geographic CGUs.

Sectors of Activity and CGUs

• a CRM and strategic data: this sector includes all services for pharmaceutical companies worldwide.The industry components of this sector are not strictly separate. They have strong synergies in thatthey revolve around a skills center and a shared database. The division into CGUs thus favors ageographic division (Americas, Europe, Asia) on the basis of which it is possible to monitor distinctcash flows;

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• Healthcare professionals: this sector groups together all services for medical professionals. Thereare two major industry components and two CGUs, thus a distinction between services for doctorsand services for pharmacists;

• Insurance and services: this sector is a CGU in its own right. It brings together the know-howneeded to develop services for insurance companies, mutuals and other organizations involved inthe processing of healthcare flows.

For impairment testing purposes, as of the acquisition date, goodwill acquired within a businesscombination is allocated to the CGU that is likely to benefit from the synergies of the combination. Thisassignment is also consistent with the manner in which the Group’s management monitors theperformance of operations.

DISCOUNT RATE

The Group retains a single rate for all CGUs. The skills center and databases used to support all ofthese Group services are centralized and only the distribution is local. In addition, Cegedim’s customers inits core business are worldwide groups.

Also, given that the value of an asset is independent of its financing method, the discount rate usedcorresponds to a zero-debt cost of equity. This is consistent with the recommendations of IAS 36,appendices 15 to 21.

The Group has mandated an independent firm of experts to calculate this discount rate. Thecalculations namely refer to comparable stock samples and benchmark indexes to determine Cegedim’sown risk premium and coefficient. It is updated as required according to market conditions and at leastonce a year.

In compliance with IAS 36, impairment tests are carried out using a pre-tax discount rate that includesa target debt-equity ratio applicable to Cegedim’s activity sector and an industry risk coefficient that is alsore-indebted. This pre-tax rate amounted to 11.55% at December 31, 2011. It is applicable to operating cashflows before income taxes. On 12/31/2010, Cegedim used a discount rate of 11.20%, corresponding to thecost of capital with zero indebtedness, applicable to cash flow after income taxes.

VALUATIONS OF RECOVERABLE VALUE AND IMPAIRMENT TESTS

The recoverable amount of a CGU is the higher of its fair value less costs to sell and value in use.

The Group evaluates the recoverability of its long-term assets as follows:

Amortized Intangible Assets (software, databases)

Although these intangible assets are amortized, they are individually monitored. This monitoring isbased on indices intended to detect a possible loss of value, namely the productivity of the asset or businessopportunities. In the presence of a loss of value, the Group carries out an impairment test that may resultin the recognition of additional impairment.

Unamortized Intangible Assets (trademarks, goodwill on acquisition)

Once a year, the Group performs impairment tests to assess the possible loss of value for these assets.

Business plans are set for each CGU from which the net present value of expected future cash flowsfor the CGU using the DCF (Discounted Cash Flow) method is calculated. The length used for businessplans is 5 years.

The discount rate is determined as explained above.

The indefinite growth rate chosen is based on economic data that is weighted so as to reflect thespecificities of the Cegedim Group. Since 2008, an independent firm of experts has been mandated tocalculate this rate, which is 2% (unchanged since 2008).

In addition, sensitivity tests are conducted on various parameters, namely by varying the assumptionsused for the discount rate, the indefinite growth rate, and EBIT and Free Cash Flow growth.

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In addition to these annual impairment tests, the Group individually monitors these assets in the samemanner as amortized intangible assets. Indications of a loss in value specifically account for changes inrevenues and the operating margins of the CGUs to which the assets are allocated. Where a risk ofimpairment is identified, the Group performs an impairment test that may result in the recognition ofadditional impairment.

A loss in value is recorded if the recoverable amount of an asset or of a CGU is less than itsbook value.

If the CGU tested includes goodwill on acquisition, the impairment is first allocated to this goodwill.

Impairment is recognized under ‘‘Other non-recurring income and expenses from operations’’ and isclearly explained in the notes to the consolidated financial statements.

Long-term investments (IAS 32/IAS 39)

Equity investments in non-consolidated companies are classified as securities available for sale. Theyare initially recorded at the purchase cost, and then subsequently valued at their fair value if this fair valuecan be determined reliably.

Changes in fair value are accounted for in a separate item of shareholders’ equity until the securitiesare effectively sold, at which time the transaction is recognized in the income statement.

Additionally, if an identified loss in value is considered permanent in view of the circumstances, it isaccounted for as financial earnings.

Loans granted are accounted for at their amortized cost and are impaired if there is an objectiveindication they may be impaired. Long- term financial receivables are discounted if the effect ofdiscounting is deemed significant.

Deferred taxes (IAS 12)

Deferred taxes are calculated using the variable tax rate method for all temporal differences betweenthe book value entered in the consolidated financial statements and the tax basis of the Group’s assets andliabilities. Deferred tax assets and liabilities are valued at the tax rate expected to be applied for the fiscalyear during which the asset will be realized or the liability paid, based on the tax rates approved on theclosing date.

Deferred tax assets on deductible temporal differences and on unused tax losses carried forward arerecognized to the extent that it is likely that future taxable profits will be offset by as yet unused tax losses.

Deferred tax assets and liabilities are not discounted. They are offset when (1) the entity has a legallyenforceable right to offset tax assets and liabilities, (2) they relate to income taxes levied by the sametaxation authority on the same taxable entity.

Inventories of goods and services in progress (IAS 2)

INVENTORIES OF GOODS

Inventories of goods are valued using the weighted average cost method. The gross value of goods andsupplies includes the purchase price and ancillary expenses.

Impairment is recorded if the book value is less than the inventory value (net realizable value).

SERVICES IN PROGRESS

The inventory value consists solely of the direct costs recorded on contracts being performed. Animpairment is recorded when future billings for work in progress will not cover the correspondingdirect costs.

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Accounts receivable and other operating receivables

ACCOUNTS RECEIVABLE

Accounts receivable are initially valued at fair value then at amortized cost and are individuallymonitored. An impairment is established when the inventory value is less than the recorded value based onthe probability of recovery.

Receivables transferred to third parties (factoring contract) are derecognized from the Group assetswhen the risks and advantages associated with them are substantially transferred to the said third partiesand if the factoring company accepts, in particular, the credit risk, the rate risk and the recovery deadline.

Credit risk corresponds to the risk of not recovering the receivable. In the case of deconsolidatingcontracts for Group entities, the credit risk is borne by the factoring company, which means that the Groupis no longer exposed to the debt recovery risk and consequently the disposal is deemed without recourse.

The rate risk and recovery deadline correspond to the transfer of the financial risk associated with theextension of the period for recovering receivables and the related carrying cost. For contracts todeconsolidate entities from the Group, the commission rate for a given disposal is only adjusted accordingto the EURIBOR and the repayment deadline for the previous disposal. The financing commission is alsopaid at the start of the period and is not modified thereafter.

Technical dilution risk is associated with the non-payment of the receivable due to noted shortcomingswith regard to services rendered or commercial disputes. For each deconsolidating contract signed byGroup entities, the contingency reserve does not cover general risks or payment deadline risk; the fundguarantee covers technical dilution debits (credits, etc.).

Other Receivables

Receivables are accounted for at their discounted amount if they are payable in more than one yearand if the effects of discounting are significant.

Cash and cash equivalents

Cash equivalents are valued at their market value on the closing date. Differences in value arerecorded as financial earnings.

Treasury shares (IAS 32)

In accordance with IAS 32, treasury shares are accounted for at their purchase cost and are recordedagainst consolidated shareholders’ equity.

Gains (losses) arising from sales of treasury shares are added to (deducted from) consolidatedreserves at their amount net of tax effects.

Sales of treasury shares are accounted for using the FIFO method.

Provisions and contingent liabilities (IAS 37)

A provision is recorded if the Group has a probable obligation resulting from past events, whoseredemption should correspond to an outflow without any equivalent compensation and whose amount canbe reasonably measured. The provision is maintained as long as the due date and the amount of theoutflow of resources have not been precisely determined.

If the loss or the liability is not probable or cannot be measured reliably, but remains possible, theGroup records a contingent liability in commitments.

Provisions are estimated on a case by case basis or based on statistics and discounted when they aredue in more than one year.

Cegedim Group’s main commitments (excluding retirement compensation) are intended to coveremployee, client and supplier litigation.

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Retirement benefits (IAS 19)

DEFINED CONTRIBUTION PLANS

Defined contribution plans are post-employment benefit plans under which an entity makes definedcontributions to a separate entity (a fund) and shall have no legal or implied obligation to pay additionalcontributions if the fund has insufficient assets to provide all the benefits corresponding to the servicesrendered by employees during current and prior periods. These contributions are recorded as expenses forthe period in which they are due with no liability recognized in the balance sheet.

DEFINED-BENEFIT PLANS

The defined benefit plans designate post-employment benefits other than defined contribution plans.

These primarily involve retirement obligations. If these obligations are assumed directly by theGroup’s companies, the corresponding actuarial liabilities are covered by a provision in the balance sheet;the change in this obligation is accounted for in the underlying earnings for the fiscal year, including theeffect of financial discounting.

From January 1, 2011, the Cegedim Group decided to apply the option under IAS 19 as amended,which allows the actuarial gains and losses relating to changes in assumptions occurring in calculatingliabilities to be accounted for directly in equity.

Actuarial liabilities are calculated using the projected credit units method and are based on valuationsspecific to each country and to each company of the group; these valuations include assumptionsconcerning wage increases, inflation, life expectancy, employee turnover. The discount rate applied toretirement obligations is determined using the closing benchmark market rate based on first class bonds. Incountries where this type of market is not active, the Group uses the closing rate of government bonds.

Additionally, the impact of changes to the collective bargaining agreements on the valuation of theprovision for retirement is spread over the residual length of the employees’ working life.

Finally, if this obligation is partially or completely covered by funds paid by the companies of theGroup to financial agencies, the amounts of these dedicated investments are deducted from the liability onthe balance sheet.

Financial liabilities (IAS 32/IAS 39)

Share premiums and issue costs impact the value at the recognition, and are included in thecalculation of the EIR (Effective Interest Rate) in compliance with IAS 32 and 39. Loans and otherfinancial liabilities which carry interest are valued according to the depreciated cost method using theeffective interest rate for the loan. The costs are thus spread out over the loan’s life cycle via the EIR.

In the event of financial liabilities arising from financial leases, the financial liability recorded to offsetthe tangible asset is initially recorded at the fair value of the leased asset or, if this is lower, at the presentvalue of the minimum lease payments.

Derivatives and hedging instruments

Financial instruments are recognized at fair value and subsequent changes in fair value of theinstrument are recognized according to whether or not the instrument is a hedging instrument and if so,the nature of the item hedged.

The Group’s use of derivatives, such as interest rate swaps, caps or other equivalent term contracts, isintended to hedge risks associated with fluctuations in interest rates.

These derivative instruments are recorded in the balance sheet at market value. Changes in marketvalue are recognized in the income statement excluding transactions that qualify as cash flow hedges (flowsrelated to a variable interest rate debt) for which changes in value are recorded under equity.

From the outset of the transaction, the Group documents the relationship between the hedginginstrument and the hedged item, as well as its risk management objectives and hedging policy.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The financial elements covered by derivatives follow hedging accounting principles which are oftwo types:

• fair value hedges;

• cash flow hedges.

For fair value hedges, the underlying financial liability of the derivative is revalued in the balancesheet under the risk hedged (risk relating to interest rate fluctuations). Changes in value are recorded inthe income statement (as financial expenses) and offset changes in the value of the derivative allocated tothe underlying for the hedged portion.

For cash flow hedges, the financial liability is recorded in the balance sheet at amortized cost. Changesin the value of the derivative are recorded in equity. As the financial expenses or income of the hedgedelement impact on the income statement for a given period, the financial expenses or income recordedunder equity in relation to the derivative for the same period are transferred to the income statement.

When a derivative does not qualify under hedge accounting principles, changes in fair value arerecognized in the income statement (other operating profits/losses).

Revenue recognition (IAS 18)

Cegedim Group’s revenues consist primarily of services, software sales and, to a lesser extent,hardware sales.

SERVICES

The main categories of services and the methods of revenue recognition are as follows:

• access to the Group’s databases is generally realized by subscription with periodic billing (monthlyor yearly); sales revenues are then recorded on a prorated basis according to elapsed time;

• standard and specific studies supplied by the Group are recorded when they are delivered to clients;

• data processing performed for clients is recorded when the service is provided;

• support services (assistance, maintenance, etc.) are covered by a contract (generally annual),calculated on a lump sum basis in relation to the costs and resources committed by the Group toprovide these services. Income from these contracts is recorded on a prorated basis over theduration of the contract and results in the recognition of deferred income.

SOFTWARE AND HARDWARE SALES

These sales are recorded upon delivery, concurrent with installation at the professional’s site. Anydiscounts and rebates are recorded as a subtraction from sales.

Methods for translating items into foreign currencies (IAS 21)

TRANSACTIONS IN FOREIGN CURRENCIES

Transactions in foreign currencies are recorded using the exchange rate applicable on the date thetransactions are recorded. On the closing date, accounts payable or receivable denominated in foreigncurrencies are converted into euro at the closing exchange rate.

Translation differences for transactions in foreign currencies are recorded as financial earnings. Suchtransactions are very limited in number. Therefore, there is no specific management of the exchange risk.The Group is also not covered for amortization of liabilities in dollars, given the Group’s revenues inthat currency.

FINANCIAL STATEMENTS OF FOREIGN ENTITIES

The currency used to prepare consolidated financial statements is the euro.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The financial statements of foreign entities using a different functional currency are converted intoeuro using:

• the official closing rate for assets and liabilities;

• the average rate for the fiscal year ended for items of the income statement and the cashflow statement;

• the historic cost for shareholders’ equity.

Translation gains or losses resulting from this treatment and those resulting from the translation of theshareholders’ equity of subsidiaries at the beginning of the fiscal year based on the closing rates areincluded as ‘‘Group translation gains and losses’’ under consolidated shareholders’ equity.

Translation gains or losses on intra group loans are neutralized via the Group translation gains orlosses (in reserves) in order to smooth out fluctuations in exchange rates because these loans are long termand may be, if applicable, transformed into increases in capital.

Finally, the translation gains or losses corresponding to the subsidiaries in the euro zone were enteredin ‘‘Group exchange reserves’’ in consolidated shareholders’ equity.

Cash flow statement (IAS 7)

In accordance with IAS 7 (Cash flow statement), a detailed cash flow statement is prepared using theindirect method, which presents the reconciliation of profit (loss) for the period with the net cash flowgenerated by the operations during the fiscal year. The opening and closing cash positions include cash andcash equivalents which are made up of investment instruments less overdrafts and outstanding bank loans.

Segment reporting (IFRS 8)

Segment reporting is prepared according to the accounting methods used for the preparation andpresentation of consolidated financial statements.

In application of the provisions in IFRS 8, the segment reporting presents operating segments that arecomparable to the activity sectors previously identified according to IAS 14.

The segment reporting corresponds to the organization of the Group’s internal reporting, which leadsto the development of the management tools used by the Group’s management. This is also the main lineused for financial communication.

The Group’s activities are divided into three activity sectors:

• CRM and strategic data, which includes all activities dedicated to pharmaceutical companies(optimizing marketing and sales strategies, namely through tools and databases for managing salesforces, returns on investment, market or prescriber studies, etc.);

• Healthcare professionals, which includes activities for medical professionals such as doctors andpharmacists (software publishing with availability of promotional information);

• Insurance and services, which brings together the know-how needed to develop services forinsurance companies, mutuals and other organizations involved in the processing of healthcareflows (software publishing and management of healthcare reimbursement flows).

The Group continues to publish information by geographic area, which shows the France/outsideFrance dichotomy. This analysis is refined for consolidated revenue in order to show the Group’s exposureto the different currencies, to the extent this information is significant.

Intra group transfer prices are relative to standard agreements signed under normal terms.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Risk management

The Group’s activities remain subject to the usual risks inherent in its industries, political andgeopolitical risks arising from its international presence for most activities, and unexpected instances offorce majeure. The main identified risks are as follows:

INTEREST RATES RISK

To limit the effects of rising interest rates on its financial expenses, the Group decided to implement arisk hedging policy to protect maximum annual finance rates for the term of loans. Only Cegedim SA hashedged borrowing as necessary. The notional amount hedged is 136,959 thousand euros as of 12/31/2011.The amount of loans exposed to exchange rate risk is 108,135 thousand euros of euro debt as of 12/31/2011.

EXCHANGE RATE RISK

The foreign currencies representing a significant percentage of consolidated revenues are the poundsterling (9%) and the dollar (around 12%). The Group has not established a policy for exchange ratehedging. This leaves the Group potentially exposed to a more or less significant exchange rate risk fromyear to year.

The table below shows the impact of exchange rate risk on the balance sheet.

In thousands of euros GBP USD

Balance sheet total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (619) (6,241)Off-balance sheet positions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0Net position after management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (619) (6,241)

This table allows the loss risk on the net global foreign currency position to be calculated on theassumption of an unfavorable and consistent change of 1% in the currency used to prepare financialstatements in comparison to the total amount of foreign currencies involved. For informational purposes,the impact of an unfavorable and consistent change of 1% in the euro-dollar exchange rate on subsidiaries’financial statements whose operating currency for financial statements is USD would have a negativeimpact of 2.2 million euros on the Group’s shareholders’ equity.

Should the revenue/costs structure remain similar, any appreciation in the euro against the poundsterling would bring about a reduction in earnings expressed in euro. On the basis of the 2010 fiscal year,with all other currencies remaining at the same level against the pound sterling, a theoretical 1%appreciation in the euro against the pound sterling would have a negative impact of 781 thousand euros onCegedim’s revenue and 107 thousand euros on its operating income.

Should the revenue/costs structure remain similar, any appreciation in the euro against the US dollarwould bring about a reduction in earnings expressed in euros. On the basis of the 2011 fiscal year, with allother currencies remaining at the same level against the US dollar, a theoretical 1% appreciation in theeuro against the US dollar would have a negative impact of 1,056 thousand euros on Cegedim’s revenueand 88 thousand euros on its operating income.

Exchange rate effects had a negative impact of 5.2 million euros on 2011 revenue. The dollar had anegative impact of 5.4 million and the pound sterling had a negative impact of 0.9 million euros. Theamount of exchange gains or losses on revenue is determined by recalculating the 2010 revenue based onthe 2011 exchange rate. The currency exchange rates used are the average rates over the fiscal year.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTES AND ADDITIONAL TABLES

NOTE 1 List of consolidated companies (France)

% ofCompanies Main place of business Siren control % owned Method

Fully consolidated companies (France)Cegedim . . . . . . . . . . . . . . . . . . . . . . 127-137, rue d’Aguesseau Boulogne 350422622 100.00% 100.00% F.C.Alliance Software . . . . . . . . . . . . . . . . Le Crystal Palace— Nice 407702208 100.00% 100.00% F.C.

369/371, promenade desAnglais

Alliadis . . . . . . . . . . . . . . . . . . . . . . . 3, impasse des Chenes Niort 342280609 100.00% 100.00% F.C.Amix . . . . . . . . . . . . . . . . . . . . . . . . Le Gros Moulin—Amilly Montargis 339137895 100.00% 100.00% F.C.CDS—Centre de Services . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 344480066 100.00% 100.00% F.C.Cegedim Activ . . . . . . . . . . . . . . . . . . Imm. le Pyreneen-ZAC Labege 400891586 100.00% 100.00% F.C.

de la Grande Borde—Voie no6

Cegedim Ingenierie . . . . . . . . . . . . . . . 326, rue du Gros Montargis 402338719 99.63% 99.00% F.C.Moulin—Amilly

Cegedim Logiciels Medicaux (ex. BKL 122, rue d’Aguesseau Boulogne 353754088 100.00% 100.00% F.C.Consultants) . . . . . . . . . . . . . . . . . .

Cegedim Prestation Conseil Outsourcing . . 15, rue Paul Dautier Velizy 303529184 100.00% 100.00% F.C.Cegedim SRH . . . . . . . . . . . . . . . . . . 17, rue de l’Ancienne Boulogne 332665371 100.00% 100.00% F.C.

MairieCSD France (Cegedim Strategic Data 90-92, route de la Reine Boulogne 318024338 100.00% 100.00% F.C.

France) . . . . . . . . . . . . . . . . . . . . .Cegelease . . . . . . . . . . . . . . . . . . . . . Rue de la Zamin Capinghem 622018091 100.00% 100.00% F.C.Cetip . . . . . . . . . . . . . . . . . . . . . . . . 122, rue d’Aguesseau Boulogne 410489165 99.81% 99.81% F.C.Decision Research Europe . . . . . . . . . . . 90-92, route de la Reine Boulogne 322548371 100.00% 100.00% F.C.Eurofarmat . . . . . . . . . . . . . . . . . . . . Rue de la Zamin— Capinghem 489278978 100.00% 100.00% F.C.

Immeuble GuilaurGERS . . . . . . . . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 521625582 100.00% 100.00% F.C.Hospitalis . . . . . . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 452121320 100.00% 100.00% F.C.Icomed . . . . . . . . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 333046274 100.00% 100.00% F.C.iGestion (ex. Hosta) . . . . . . . . . . . . . . . 114, rue d’Aguesseau Boulogne 440367357 100.00% 100.00% F.C.Incams . . . . . . . . . . . . . . . . . . . . . . . 114-116, rue d’Aguesseau Boulogne 429216351 100.00% 100.00% F.C.iSante . . . . . . . . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 433937729 100.00% 99.81% F.C.MedExact . . . . . . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 432451912 100.00% 100.00% F.C.Midiway . . . . . . . . . . . . . . . . . . . . . . ZAC de la Grande Labege 415394030 74.48% 74.48% F.C.

Borde—voie 6 Immeublele Pyreneen

Pharmacie Gestion Informatique . . . . . . . ZA de Kerangueven Hanvec 391865847 100.00% 100.00% F.C.Pharmapost . . . . . . . . . . . . . . . . . . . . 573, av. d’Antibes Montargis 322769308 100.00% 100.00% F.C.Pharmastock . . . . . . . . . . . . . . . . . . . 326, rue du Gros Montargis 403286446 100.00% 100.00% F.C.

Moulin—AmillyProval SA . . . . . . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 383118684 99.36% 99.36% F.C.Qualipharma . . . . . . . . . . . . . . . . . . . Imm. Guilaur rue de la Capinghem 432078707 100.00% 100.00% F.C.

ZaminReportive . . . . . . . . . . . . . . . . . . . . . 114, rue d’Aguesseau Boulogne 388447179 100.00% 100.00% F.C.Resip . . . . . . . . . . . . . . . . . . . . . . . . 56, rue Ferdinand Boulogne S/Mer 332087964 100.00% 100.00% F.C.

BuissonRM Ingenierie . . . . . . . . . . . . . . . . . . av. de la Gineste Rodez 327755393 100.00% 100.00% F.C.RNP . . . . . . . . . . . . . . . . . . . . . . . . 15, rue de l’Ancienne Boulogne 602006306 100.00% 100.00% F.C.

MairieRosenwald . . . . . . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 582151486 100.00% 100.00% F.C.SCI Montargis 2000 . . . . . . . . . . . . . . . 573, av. d’Antibes Montargis 324215128 68.83% 68.83% F.C.Services Premium Sante (SPS) . . . . . . . . . 100, rue des Fougeres Lyon 513188771 40.00% 40.00% F.C.Sofiloca . . . . . . . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 348940255 100.00% 100.00% F.C.

Companies consolidated using the equitymethod (France)

Edipharm . . . . . . . . . . . . . . . . . . . . . 137, rue d’Aguesseau Boulogne 381819309 20.00% 20.00% E.M.Infodisk . . . . . . . . . . . . . . . . . . . . . . Immeuble CPL— Le Lamentin 490029774 34.00% 34.00% E.M.

Californie 2

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 List of consolidated companies (France) (Continued)

Companies Main place of business % of control % owned Method

Fully consolidated companies (International)Alliadis Europe Ltd . . . . . . . . . . . . . . . . . . . . . Great Britain London 100.00% 100.00% F.C.Camm Eastern Europe . . . . . . . . . . . . . . . . . . . Poland Warsaw 100.00% 100.00% F.C.Cegedim Algerie . . . . . . . . . . . . . . . . . . . . . . Algeria Algiers 100.00% 100.00% F.C.Cegedim Asia Pacific PTE Ltd . . . . . . . . . . . . . . Singapore Singapore 100.00% 100.00% F.C.Cegedim Australia Pty. Ltd . . . . . . . . . . . . . . . . Australia Pymble 100.00% 100.00% F.C.Cegedim Belgium . . . . . . . . . . . . . . . . . . . . . . Belgium Drogenbos 99.97% 99.97% F.C.Cegedim Bilisim AS . . . . . . . . . . . . . . . . . . . . Turkey Istanbul 100.00% 100.00% F.C.Cegedim Canada Ltd . . . . . . . . . . . . . . . . . . . . Canada Scarborough 100.00% 100.00% F.C.Cegedim Centroamerica y el Caraibe . . . . . . . . . . Guatemala Guatemala 100.00% 99.97% F.C.Cegedim China . . . . . . . . . . . . . . . . . . . . . . . China Shanghai 100.00% 100.00% F.C.Cegedim Colombia LtdA . . . . . . . . . . . . . . . . . Colombia Bogota 100.00% 99.97% F.C.Cegedim Computer Technics Development and

Trading Co. Ltd . . . . . . . . . . . . . . . . . . . . . . Hungary Budapest 100.00% 100.00% F.C.Cegedim CZ SRO . . . . . . . . . . . . . . . . . . . . . Czech Republic Prague 100.00% 100.00% F.C.Cegedim Data Services Limited . . . . . . . . . . . . . Great Britain Preston 100.00% 100.00% F.C.Cegedim Denmark AS . . . . . . . . . . . . . . . . . . . Denmark Soborg 100.00% 99.97% F.C.Cegedim Deutschland GmbH . . . . . . . . . . . . . . Germany Bensheim 100.00% 100.00% F.C.Cegedim do Brasil . . . . . . . . . . . . . . . . . . . . . Brazil Sao Paulo 100.00% 100.00% F.C.Cegedim Ecuador . . . . . . . . . . . . . . . . . . . . . . Ecuador Quito 100.00% 99.97% F.C.Cegedim Finland . . . . . . . . . . . . . . . . . . . . . . Finland Espoo 100.00% 100.00% F.C.Cegedim GmbH . . . . . . . . . . . . . . . . . . . . . . . Austria Vienna 100.00% 100.00% F.C.Cegedim Group Poland . . . . . . . . . . . . . . . . . . Poland Warsaw 100.00% 100.00% F.C.Cegedim Hellas . . . . . . . . . . . . . . . . . . . . . . . Greece Athens 99.99% 99.99% F.C.Cegedim Hispania . . . . . . . . . . . . . . . . . . . . . . Spain Madrid 100.00% 100.00% F.C.Cegedim Holding GmbH . . . . . . . . . . . . . . . . . Germany Bensheim 100.00% 100.00% F.C.Cegedim India Private Limited . . . . . . . . . . . . . . India Mumbai 100.00% 100.00% F.C.Cegedim Italia . . . . . . . . . . . . . . . . . . . . . . . . Italy Milan 100.00% 100.00% F.C.Cegedim KK . . . . . . . . . . . . . . . . . . . . . . . . . Japan Osaka 100.00% 100.00% F.C.Cegedim Korea Ltd . . . . . . . . . . . . . . . . . . . . . South Korea Seoul 100.00% 100.00% F.C.Cegedim LLC . . . . . . . . . . . . . . . . . . . . . . . . Russia Moscow 100.00% 100.00% F.C.Cegedim Malaysia SDN . . . . . . . . . . . . . . . . . . Malaysia Kuala Lumpur 100.00% 100.00% F.C.Cegedim Maroc . . . . . . . . . . . . . . . . . . . . . . . Morocco Casablanca 100.00% 100.00% F.C.Cegedim Mexico . . . . . . . . . . . . . . . . . . . . . . . Mexico Mexico 100.00% 99.97% F.C.Cegedim Netherland . . . . . . . . . . . . . . . . . . . . Netherlands Naarden 100.00% 99.97% F.C.Cegedim New Zealand Ltd . . . . . . . . . . . . . . . . New Zealand Auckland 100.00% 100.00% F.C.Cegedim Norway AS . . . . . . . . . . . . . . . . . . . . Norway Oslo 100.00% 99.97% F.C.Cegedim Portugal . . . . . . . . . . . . . . . . . . . . . . Portugal Porto Salvo 100.00% 100.00% F.C.Cegedim Romania SRL . . . . . . . . . . . . . . . . . . Romania Bucharest 100.00% 100.00% F.C.Cegedim Rx Limited . . . . . . . . . . . . . . . . . . . . Great Britain Chertsey Surrey 100.00% 100.00% F.C.Cegedim SK SRO . . . . . . . . . . . . . . . . . . . . . . Slovakia Bratislava 100.00% 100.00% F.C.Cegedim SRH Ltd . . . . . . . . . . . . . . . . . . . . . Great Britain Chertsey Surrey 100.00% 100.00% F.C.Cegedim Software India Private Limited . . . . . . . . India Bangalore 100.00% 100.00% F.C.Cegedim Strategic Data (China) Co., Ltd . . . . . . . China Shanghai 100.00% 100.00% F.C.Cegedim Strategic Data Argentina . . . . . . . . . . . Argentina Buenos Aires 100.00% 100.00% F.C.Cegedim Strategic Data Australia Pty Ltd . . . . . . . Australia Chippendale 100.00% 100.00% F.C.Cegedim Strategic Data Belgium . . . . . . . . . . . . Belgium Drogenbos 100.00% 100.00% F.C.Cegedim Strategic Data Canada Ltd . . . . . . . . . . Canada Montreal 100.00% 100.00% F.C.Cegedim Strategic Data Espana . . . . . . . . . . . . . Spain Madrid 100.00% 100.00% F.C.Cegedim Strategic Data GmbH . . . . . . . . . . . . . Germany Bensheim 100.00% 100.00% F.C.Cegedim Strategic Data Italia . . . . . . . . . . . . . . Italy Milan 100.00% 100.00% F.C.Cegedim Strategic Data KK . . . . . . . . . . . . . . . Japan Osaka 100.00% 100.00% F.C.Cegedim Strategic Data Korea . . . . . . . . . . . . . . South Korea Seoul 100.00% 100.00% F.C.Cegedim Strategic Data Medical Research Ltd . . . Great Britain Chertsey Surrey 100.00% 100.00% F.C.Cegedim Strategic Data Medical Research SRL . . . Italy Milan 100.00% 100.00% F.C.Cegedim Strategic Data UK Limited . . . . . . . . . . Great Britain Chertsey Surrey 100.00% 100.00% F.C.Cegedim Strategic Data USA LLC . . . . . . . . . . . USA Jersey City 100.00% 100.00% F.C.Cegedim Sweden AB . . . . . . . . . . . . . . . . . . . . Sweden Stockholm 100.00% 99.97% F.C.Cegedim Switzerland . . . . . . . . . . . . . . . . . . . . Switzerland Zurich 100.00% 100.00% F.C.Cegedim Taiwan Co. Ltd . . . . . . . . . . . . . . . . . Taiwan Taipei 100.00% 100.00% F.C.Cegedim Trends LLC . . . . . . . . . . . . . . . . . . . . Egypt Cairo 100.00% 100.00% F.C.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 List of consolidated companies (France) (Continued)

Companies Main place of business % of control % owned Method

Cegedim Tunisie . . . . . . . . . . . . . . . . . . . . . . . Tunisia Tunis 100.00% 100.00% F.C.Cegedim UK Ltd . . . . . . . . . . . . . . . . . . . . . . Great Britain Chertsey Surrey 100.00% 100.00% F.C.Cegedim Ukraine LLC . . . . . . . . . . . . . . . . . . . Ukraine Kiev 100.00% 100.00% F.C.Cegedim USA . . . . . . . . . . . . . . . . . . . . . . . . USA Bedminster 100.00% 100.00% F.C.Cegedim Venezuela . . . . . . . . . . . . . . . . . . . . . Venezuela Caracas 100.00% 100.00% F.C.Cegedim World Int. Services Ltd . . . . . . . . . . . . Ireland Dublin 100.00% 100.00% F.C.Compufile Ltd . . . . . . . . . . . . . . . . . . . . . . . . Great Britain Chertsey Surrey 100.00% 100.00% F.C.Croissance 2006 . . . . . . . . . . . . . . . . . . . . . . . Belgium Forest 100.00% 100.00% F.C.Cegedim Inc. (ex. Dendrite International Inc.) . . . . USA Bedminster 100.00% 100.00% F.C.GERS Maghreb . . . . . . . . . . . . . . . . . . . . . . . Tunisia Tunis 100.00% 100.00% F.C.Health Data Management Partners . . . . . . . . . . . Belgium Drogenbos 100.00% 100.00% F.C.Hospital Marketing Services Ltd . . . . . . . . . . . . . Great Britain Eastleigh 100.00% 100.00% F.C.Icomed Belgium . . . . . . . . . . . . . . . . . . . . . . . Belgium Drogenbos 100.00% 99.97% F.C.InPractice Systems . . . . . . . . . . . . . . . . . . . . . Great Britain London 100.00% 100.00% F.C.Infopharm Ltd . . . . . . . . . . . . . . . . . . . . . . . . Great Britain Chertsey Surrey 100.00% 100.00% F.C.InPractice Entreprise Solution Ltd . . . . . . . . . . . Great Britain Dundee 100.00% 100.00% F.C.Intercam Ltd Ireland . . . . . . . . . . . . . . . . . . . . Ireland Dublin 100.00% 100.00% F.C.Medimed GmbH . . . . . . . . . . . . . . . . . . . . . . Germany Bensheim 100.00% 100.00% F.C.MS Centroamerica y el Caribe, SA . . . . . . . . . . . Costa Rica Heredia 100.00% 99.97% F.C.Next Plus . . . . . . . . . . . . . . . . . . . . . . . . . . . Tunisia Tunis 49.00% 49.00% F.C.Next Software . . . . . . . . . . . . . . . . . . . . . . . . Tunisia Tunis 100.00% 100.00% F.C.NOMI Medicin . . . . . . . . . . . . . . . . . . . . . . . Sweden Stockholm 100.00% 99.97% F.C.NOMI Sweden . . . . . . . . . . . . . . . . . . . . . . . . Sweden Stockholm 100.00% 99.97% F.C.OEPO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Belgium Drogenbos 100.00% 99.97% F.C.Pharmec Healthcare Software . . . . . . . . . . . . . . Romania Bucharest 100.00% 100.00% F.C.Pulse System Inc. . . . . . . . . . . . . . . . . . . . . . . USA Wichita 100.00% 100.00% F.C.Resip Drug Database UK Limited . . . . . . . . . . . Great Britain Loughborough 100.00% 100.00% F.C.Schwarzeck Verlag GmbH . . . . . . . . . . . . . . . . . Germany Munich 100.00% 100.00% F.C.SGBTIF . . . . . . . . . . . . . . . . . . . . . . . . . . . . Luxembourg Luxembourg 100.00% 99.97% F.C.SK&A Information System . . . . . . . . . . . . . . . . USA Irvine 100.00% 100.00% F.C.Stacks Consulting e Ingeniera de Software . . . . . . Spain Barcelona 100.00% 100.00% F.C.Stacks Servicios Tecnologicos SL . . . . . . . . . . . . Spain Barcelona 100.00% 100.00% F.C.Stacks Servicios Tecnologicos SL Chile Ltda . . . . . Chile Providencia 100.00% 100.00% F.C.Thin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Great Britain Chertsey Surrey 100.00% 100.00% F.C.

Companies consolidated using the equity method(International)

Millennium . . . . . . . . . . . . . . . . . . . . . . . . . . Italy Florence 49.22% 49.22% E.M.

Art & Strategie, Netfective Technologie and Teranga Software are held at 20% or less and are notconsolidated.

The company NEXT PLUS, held at 49%, is consolidated using the full consolidation method as theGroup has exclusive control; the stewardship being exercised by Cegedim Tunisia.

NOTE 2 Impact of changes in consolidation scope

1) On the balance sheet (at the closing date)

Consolidated Consolidatedbefore change Change after change

In thousands of euros at 12/31/2011 2011 at 12/31/2011

Goodwill on acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 723,722 1,336 725,058Other non-recurring assets (excluding goodwill on acquisition) . . . 317,882 42 317,924Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 349,922 412 350,334

BALANCE SHEET TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,391,526 1,790 1,393,316

Figures used were not the consolidation entry values but the figures from the financial statements asof 12/31/2011. At the acquisition date, the impact of the companies entering the consolidation was:

• on assets: 481 thousand euros;

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2 Impact of changes in consolidation scope (Continued)

• on liabilities: 332 thousand euros.

2) On earnings (at the closing date)

Consolidated Consolidatedbefore change Change after change

In thousands of euros at 12/31/2011 2011 at 12/31/2011

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 910,552 912 911,463Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,926 (4) 75,922Consolidated profit (loss) for the period . . . . . . . . . . . . . . . . . . . 32,687 (17) 32,670

The figures mentioned refer to the creation and acquisition of companies starting on the date of theirentry into the Group and is therefore not representative of the impact for a full year.

3) Company acquisition financing

The acquisition of Pharmec Healthcare Software in 2011 was fully self-financed and amounted to1,509 thousand euros.

NOTE 3 Tangible Assets

Opening IncreaseBalance reclassification Change Change Balance

In thousands of euros 12/31/2010 and correction Acquisitions in scope Decrease in rate 12/31/2011

Development costs . . . . . . . . . . . . . . 48,093 (39,176)(3) 16,178 (649) 24,446Brand(1) . . . . . . . . . . . . . . . . . . . . . 103,278 (106,654) 3,376 0Internal software(2) . . . . . . . . . . . . . . 140,845 39,176(3) 31,056 (50) 577 211,604External software . . . . . . . . . . . . . . . 87,370 3,304 (2,957) 223 87,940

TOTAL GROSS VALUE . . . . . . . . . . 379,586 0 50,538 0 (110,310) 4,176 323,990

Opening IncreaseBalance reclassification Change Change Balance

In thousands of euros 12/31/2010 and correction Allowances in scope Decrease in rate 12/31/2011

Brand neutralization(1) . . . . . . . . . . . . 103,278 (106,654) 3,376 0Amortization of software . . . . . . . . . . . 106,283 28,956 (3,054) 357 132,542TOTAL DEPRECIATION &

IMPAIRMENT . . . . . . . . . . . . . . . . 209,561 0 28,956 0 (109,708) 3,733 132,542

NET VALUE . . . . . . . . . . . . . . . . . . . 170,025 191,448

(1) Dendrite brand.

(2) The projects that stem from internal development and currently underway have an average amortization period of five years,except for three structuring projects amortized over 20 or 15 years.

(3) Reclassification of internal development costs for software once the software is in use.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4 Tangible Assets

Opening IncreaseBalance reclassification Change Change Balance

In thousands of euros 12/31/2010 and correction Acquisitions in scope Decrease in rate 12/31/2011

Land(1) . . . . . . . . . . . . . . . . . . . . . 477 2 479Buildings(1) . . . . . . . . . . . . . . . . . . . 8,769 255 (165) 80 8,939Other tangible assets . . . . . . . . . . . . . 141,710 229 26,837 48 (20,785) 1,090 149,129Construction work in progress . . . . . . . 261 (229) 2,558 4 2,594

TOTAL GROSS VALUE . . . . . . . . . . 151,217 0 29,650 48 (20,950) 1,176 161,141

Opening IncreaseBalance reclassification Change Change Balance

In thousands of euros 12/31/2010 and correction Allowances in scope Decrease in rate 12/31/2011

Depreciation of land . . . . . . . . . . . . . 47 21 2 70Depreciation of buildings . . . . . . . . . . . 3,229 656 (134) 41 3,792Depreciation of other tangible assets(2) . . 104,781 37,173 29 (29,790) 978 113,171

TOTAL DEPRECIATION . . . . . . . . . . 108,057 0 37,850 29 (29,924) 1,021 117,033

NET VALUE . . . . . . . . . . . . . . . . . . . 43,160 44,108

(1) Including lease (see Note 21).

(2) Reclassification of ‘‘Technical facilities’’ and ‘‘Other tangible assets’’ and corresponding lines of depreciation.

NOTE 5 Non-current long term investments (excluding shares from equity method companies)

IncreaseBalance Acquisitions/ Change Reductions/ Change Balance

In thousands of euros 12/31/2010 Reclassification provisions in scope reversals in rate 12/31/2011

Equity investments* . . . . . . . . . . . 947 100 (18) 1,029Loans . . . . . . . . . . . . . . . . . . . . 1,039 505 (110) (1) 1,433Security deposits . . . . . . . . . . . . . 7,704 1,645 1 (331) 104 9,123Other long-term investments . . . . . 584 19 603

TOTAL GROSS VALUE . . . . . . . . 10,274 0 2,250 1 (459) 122 12,188Provisions for equity investments . . 648 (62) 586Provisions on loans . . . . . . . . . . . 35 (2) 33Provisions for other long-term

investments . . . . . . . . . . . . . . . 271 (177) (5) 89

TOTAL PROVISIONS . . . . . . . . . 954 0 0 0 (239) (7) 708

TOTAL NET VALUE . . . . . . . . . . 9,320 0 2,250 1 (220) 129 11,480

* Including Netfective for KA899.

NOTE 6 Shares in companies accounted for by the equity method

A) Value of shares in companies accounted for by the equity method

Net valueof shares incompaniesaccountedfor by the

Group share equityShareholders’ of total net Goodwill method

% owned equity as of shareholders’ on Provision as ofIn thousands of euros 2010 12/31/2010 equity 2010 acquisition for risks 12/31/2010

Edipharm . . . . . . . . . . . . . . . . 20.00% 242 48 48Infodisk . . . . . . . . . . . . . . . . . 34.00% 24 8 8Millennium . . . . . . . . . . . . . . . 49.22% 8,860 4,361 2,859 7,220

9,126 4,417 2,859 0 7,276

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6 Shares in companies accounted for by the equity method (Continued)

Net value ofshares in

companiesGroup share accounted

Group share of total net for by theof profit Shareholders’ shareholders’ Goodwill equity

% owned Profit (loss) (loss) equity as of equity as of on Provision method as ofIn thousands of euros 12/2011 12/2011 12/2011 12/31/2010 12/31/2011 acquisition for risks 12/31/2011

Edipharm . . . . . . . . 20.00% 175 35 261 52 52Infodisk . . . . . . . . . 34.00% (40) (13) (15) (5) (5)Millennium . . . . . . . 49.22% 1,970 970 9,629 4,740 2,859 7,598

2,105 991 9,875 4,787 2,859 0 7,645

B) Change in value of shares in companies accounted for by the equity method

The change in equity shares accounted for using the equity method can be analyzed as follows:

Shares accounted for using the equity method at January 1, 2010 . . . . . . . . . . . . . . . . . . . . . . . 7,276Distribution of dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (622)Capital increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0Group share of profit (loss) December 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 991

SHARES ACCOUNTED FOR USING THE EQUITY METHOD AT DECEMBER 31, 2011 . . . . 7,645

NOTE 7 Goodwill on acquisition

In accordance with IAS 36, intangible assets with indefinite useful lives and goodwill on acquisitionare not depreciated, but are subject to an impairment test either annually or when events indicate a risk ofloss of value.

These impairment tests are intended to ensure that the book value of operating assets and liabilitiesallocated to each of the cash generating units (including goodwill on acquisition) is not greater than therecoverable value.

The recoverable value of an asset or cash generating unit (CGU) is the higher of its fair value lessselling costs and value in use.

The value in use of each CGU is determined by discounting future cash flows. These flows are basedon the five-year business plans established for each CGU by management, revised by top management andreviewed by the Audit Committee and the Board of Directors for approval of the financial statements as ofDecember 31, 2011. Flows expected beyond the five-year business plan are dealt with via a terminal valuedetermined from the five-year plan’s last standardized flow.

The discount rate is a pre-tax rate that includes a target debt-equity ratio applicable to Cegedim’sbusiness sector and an industry risk coefficient that is also re-indebted. The Group retains a single rate forall CGUs. The skills center and databases used to support all these Group services are centralized, andonly the distribution is local. In addition, Cegedim’s customers in its core business are worldwide groups.Cegedim’s business activities in northern and southern Europe are at the same level.

The main assumptions underlying the impairment tests are:

• The average growth rate of revenue over the duration of the business plan

• A strict framework for costs, particularly personnel costs

• A discount rate of 11.55% as at December 31, 2011 compared with 11.2% as at December 31, 2010

• A perpetuity growth rate of 2% (identical to last year).

The revenue growth assumptions used in the Group’s first business sector (CRM and strategic data),which includes three CGUs (America, Europe and Asia), are at an average of 3.7% per year over fiveyears; this average growth ranging from 2.5% to 6.3% depending on the geographical area. This increase isthe result of the mix of mature activities, launching of new product lines and high-growth regions.

F-135

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7 Goodwill on acquisition (Continued)

The average annual growth over five years in the other sectors of the Group: healthcare professionals,and insurance and services, is 3.0% and 2.9% respectively.

Strict control of operating expenses is exercised in the context of a Performance Improvement Plan,used in all geographical areas. It aims to leverage potential synergies between the activities of the Group’sfirst business sector: productivity improvements, enhanced process efficiency, cost sharing, spaceoptimization, etc. Coupled with the effects of revenue growth, this cost control will result in a sharpincrease in operating income over the business plan period 2013-2016.

The difficult economic climate faced by the Group in 2011 has been integrated into these assumptionsand the business plans.

The Group’s management stresses that there are no grounds for a sustainable or structural impact onforecasts for the CRM and strategic data sector. Since the end of 2011, the Group has recorded apromising business recovery, including in the United States, with a significant increase in its orders, CRMactivities, and the cessation of erosion, during the last six months, of the number of users of the Group’ssolutions worldwide, which occurred following decreases in headcount or mergers in pharmaceuticallaboratories.

In addition, the Group has launched some innovative new products in its three business sectors, andintends to continue in the future its approach of strict control of operating expenses. The assumption isthat these factors will have a positive impact on consolidated profit (loss) for the period as from the secondhalf of 2012.

Given the assumptions mentioned above, no impairment has been identified.

The sensitivity of impairment tests was measured by varying jointly the assumptions used for thediscount rate and the perpetuity growth rate by + or �0.5 points. Making more severe assumptions wouldnot have resulted in an impairment cost.

The impairment tests show that the carrying value of assets tested is covered at more than 131%overall. The CGUs for which the percentage of cover is lower than this average are those of the Group’sfirst business sector, CRM and strategic data (with between 111% and 114% coverage). The recoverablevalue of these CGUs would be equal to their carrying value if:

• a the final year EBIT margin decreased by 1.2 points in the CGU where this parameter causes themost concern (Asia) and by 2.7 points in the sector where it causes the least concern (America)

• a the discount rate increased by 0.94 points in the CGU where this parameter causes the mostconcern (Europe) and by 1.29 points in the sector where it causes the least concern (Asia).

Translationgains or

Balance losses and BalanceBalance Segment Presentation of CGUs 12/31/2010 Scope Impairment other changes 12/31/2011

CRM and strategic data . . . . . . . . . . . . . . . . . 552,701 46 16,096 568,843Healthcare professionals . . . . . . . . . . . . . . . . 108,216 (3,516) 1,343 106,043Insurance and services . . . . . . . . . . . . . . . . . . 50,172 50,172

TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 711,089 (3,470) 0 17,439 725,058

NOTE 8 Inventory and work in progress

Net NetGross values values

values as of as of as ofIn thousands of euros 12/31/2011 Gross value 12/31/2011 12/31/2010

Services in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . 305 305 298Inventories of goods . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,145 871 10,274 10,428

TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,450 871 10,579 10,726

F-136

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 9 Accounts receivable

Customers Balance BalanceIn thousands of euros Current Non-current 12/31/2011 12/31/2010

French companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123,712 14,498* 138,210 147,128Foreign companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104,325 104,325 108,969TOTAL GROSS VALUE . . . . . . . . . . . . . . . . . . . . . . . . . 228,037 14,498 242,535 256,097

Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,687 5,687 5,965

TOTAL NET VALUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 222,350 14,498 236,848 250,131

* Receivables corresponding to financial leases granted by Cegelease and due for payment in more than one year.

Receivables are valued at their face value.

A provision for impairment is recognized if the inventory value, based on the probability of collection,is less than the recorded value. Thus, customers undergoing reassessment or judicial liquidation areroutinely impaired at 100% and receivables outstanding for more than six months are monitored on acase-by-case basis and, if necessary, impaired in the amount of the estimated risk of non-collection.

The share of past-due receivables (gross amount), was 53 million euros at December 31, 2011.

Aging balance 2011

Totalpast-due Receivables Receivables Receivables Receivables Receivables

In thousands of euros receivables < 1 month 1 to 2 months 2 to 3 months 3 to 4 months < 4 months

French companies . . . . . . 18,788 7,880 4,984 2,053 1,227 2,644Foreign companies . . . . . . 34,593 16,417 5,922 3,529 2,479 6,247

TOTAL . . . . . . . . . . . . . . 53,381 24,296 10,906 5,582 3,706 8,891

RECEIVABLES TRANSFERRED WITH TRANSFER OF CREDIT RISK

The contractual conditions of factoring contracts (concluded in 2011) enable the transfer of the mainrisks and advantages related to transferred receivables and therefore their removal from the balance sheet.

According to IAS 39, receivables transferred to third parties (factoring contract) are derecognizedfrom the Group assets when the risks and advantages associated with them are substantially transferred tothe said third parties and if the factoring company accepts, in particular, the credit risk, the interest riskand the recovery deadline (see Summary of Significant Accounting Policies—Accounts receivable andother operating receivables).

Total receivables transferred with transfer of credit risk thus deconsolidated under IAS 39 in thecontext of factoring contracts at December 31, 2011 amounts to 13 million euros.

There is no available cash at December 31, 2011 within the context of these contracts.

F-137

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 10 Other receivables

Company Tax Other Balance BalanceIn thousands of euros debtors debtors receivables 12/31/2011 12/31/2010

Current receivablesFrench companies . . . . . . . . . . . . . . . . . . . . . . . . 524 9,328 6,582 16,434 15,056Foreign companies . . . . . . . . . . . . . . . . . . . . . . . . 2,362 5,414 1,589 9,366 10,661

TOTAL GROSS VALUES . . . . . . . . . . . . . . . . . . . 2,886 14,742 8,171 25,800 25,717Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 22 16

TOTAL CURRENT RECEIVABLES(NET VALUES) . . . . . . . . . . . . . . . . . . . . . . . . 2,886 14,742 8,149 25,778 25,702

Non-current receivablesFrench companies . . . . . . . . . . . . . . . . . . . . . . . . 0 0Foreign companies . . . . . . . . . . . . . . . . . . . . . . . . 515 136 651 722TOTAL GROSS VALUES . . . . . . . . . . . . . . . . . . . 0 515 136 651 722Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0

TOTAL NON-CURRENT RECEIVABLES(NET VALUES) . . . . . . . . . . . . . . . . . . . . . . . . 0 515 136 651 722

NOTE 11 Shareholder base

Bearing in mind the transactions that occurred during the year, the closing position of the fiscal yearanalyzed is as follows:

No. of No. of No. of double votestreasury single % votingShareholders shares % held votes shares votes Total votes rights

FCB . . . . . . . . . . . . . . . . . . . . . . 7,358,629 52.57% 2,492,792 4,865,837 9,731,674 12,224,466 64.91%Bpifrance Participation . . . . . . . . . 2,102,061 15.02% 2,102,061 0 0 2,102,061 11.16%PUBLIC* . . . . . . . . . . . . . . . . . . 4,496,357 32.12% 4,487,237 9,120 18,240 4,505,477 23.92%Cegedim . . . . . . . . . . . . . . . . . . . 40,126 0.29% 0 0 0 0 0

TOTAL . . . . . . . . . . . . . . . . . . . . 13,997,173 100% 9,082,090 4,874,957 9,749,914 18,832,004 100%

* Including the Alliance Healthcare equity investment.

F-138

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 12 Current and non-current provisions

Provisions are determined on the basis of estimated future costs for the Company.

Allowances ReversalsChange inIn thousands Balance consolidation Additional New Provisions Provisions Change Balanceof euros 12/31/2009 Reclassification scope provisions provisions used not used in rate 12/31/2012

Current provisions . . . . 1,316Provision for litigation

with employees . . . . 904 783 324 47Other provisions* . . . . 123 43 143 (1) 23Provisions for

restructuring . . . . . . 4,242 2,832 41 3,973 351 32 2,822Other provisions for

expenses . . . . . . . . 796 175 57 9146,066 2,874 — — 998 4,354 541 31 5,075

Non-current provisions . 67 5,524Provisions for

restructuring . . . . . . 7,785 (2,832) 502 (1) 42Employee-related

provisions . . . . . . . 43Provisions for retirement 13,141 3,800 958 137 (41) 15,806Provisions for litigation . 122 31 20 (2) 70Provisions for guarantees — —Other provisions for

risks . . . . . . . . . . . 4,037 482 1,899 429 (9) 2,182Other provisions for

expenses . . . . . . . . 1,352 460 10 272 1,53026,481 (2,832) — — 5,245 2,898 858 15 25,154

TOTAL . . . . . . . . . . 32,547 43 — — 6,243 7,252 1,398 46 30,229

* Provisions for client risks, supplier risks, tax risks, etc.

The amounts included are insignificant if taken individually.

Note 13 Retirement commitments

1) Retirement: French companies

Through an Through ainsurance Through provision for

In thousands of euros fund cost of past expenses

Retirement obligation covered . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,986 3,780 15,145

When employees retire, they receive retirement compensation as defined in the collective bargainingagreements.

An actuarial valuation plan has been set up to fund the obligations resulting from this compensation.The total obligation comes to 20,910 thousand euros including 1,986 thousand euros paid to an insurancecompany.

The amount of retirement contributions provisioned as expenses during the fiscal year amounts to2,617 thousand euros.

The Cegedim Group decided to apply the option under IAS 19 as amended, which allows the actuarialgains and losses relating to changes in assumptions occurring in calculating liabilities to be accounted fordirectly in equity.

The actuarial assumptions used are as follows:

Economic assumptions 2011 2010 2009

Net interest rate: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.3% 4.7% 5.0%Expected asset yield rate: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.2% 3.2% 3.8%Wage increases (including inflation): . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.7% 1.7% 2%

F-139

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 13 Retirement commitments (Continued)

The discount rate applied for 2011 is 4.3% (Iboxx corporate rate + ten years restated for thedowngrades carried out on January 2) compared with 4.7% in 2010.

Demographic assumptions . . . . . . . . . mortality . . . . . . . . . . . . . . Insee 2007-2009 Tablemobility . . . . . . . . . . . . . . 5% per year up to the age of 35

3% up to the age of 451.5% up to the age of 50

0% 51 years old and older

Retirement age . . . . . . . . . . . . . . . . . Voluntary retirement at 65 years of ageSensitivity of discount rate . . . . . . . . . 4.05% 4.3% 4.55%Commitment . . . . . . . . . . . . . . . . . . 21,719 20,910 20,140

The Group’s collective bargaining agreements are the following:

• a national collective bargaining agreement for the publishing industry;

• national collective bargaining agreement for road salesmen, representatives, ushers;

• national collective bargaining agreement for the advertising industry;

• national collective bargaining agreement for the pharmaceutical industry;

• Syntec national collective bargaining agreement;

• French Labor Code.

2) Retirement: foreign companies

Retirement commitments covered by a provision for 661 thousand euros.

The amount of retirement contributions provisioned as expenses during the fiscal year amounts to43 thousand euros.

The amount of retirement contributions reported as expenses and paid during the fiscal year amountsto 3,675 thousand euros.

3) Comparison of Actuarial Commitments and Hedge Assets

2011 2010 2009

Actuarial commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,572 19,118 16,203Hedge Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,986) (1,926) (1,855)Unrecognized prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,780) (4,051) (4,328)

RECOGNIZED LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,806 13,141 10,020

F-140

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 13 Retirement commitments (Continued)

CHANGE IN THE COST OF SERVICES RENDERED AND IN THE FAIR VALUE OF HEDGEINSTRUMENTS

12/31/2011

Hedged Unhedged ForeignIn thousands of euros commitment commitment companies Total

OPENING ACTUARIAL LIABILITIES(1) . . . . . . . . . . . . 7,198 11,230 690 19,117Cost of services rendered during the fiscal year (a) . . . . . 641 947 28 1,616Financial cost for the fiscal year (a) . . . . . . . . . . . . . . . . 335 484 15 834Unrecognized prior service cost (a) . . . . . . . . . . . . . . . . —

COSTS FOR THE FISCAL YEAR(2) (A) . . . . . . . . . . . . . 976 1,431 43 2,450Benefits paid out(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (130) (812) (32) (974)Actuarial losses (gains) generated during the fiscal year

for the obligation(4) . . . . . . . . . . . . . . . . . . . . . . . . . . 754 264 1,018Newly consolidated companies(5) . . . . . . . . . . . . . . . . . . — — —Companies no longer consolidated(6) . . . . . . . . . . . . . . . — — —Reclassification(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 (69) —Change in exchange rate(8) . . . . . . . . . . . . . . . . . . . . . . . (40) (40)

CLOSING ACTUARIAL LIABILITIES(A) = (1) + (2) + (3) + (4) + (5) � (6) + (7) + (8) 8,866 12,044 661 21,571

Value of the hedge assetsOpening fair value of the hedge assets(4) . . . . . . . . . . . . . 1,926 1,926Expected return on assets (b) . . . . . . . . . . . . . . . . . . . . 62 62Contributions (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Benefits paid out (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . —Actuarial gains (losses) for the fiscal year generated on

assets (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2) (2)Newly consolidated companies . . . . . . . . . . . . . . . . . . . . —Companies no longer consolidated

CLOSING FAIR VALUE OF THE HEDGE ASSETS(B) = (B) + (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,986 1,986

AMOUNTS RECORDED IN THE BALANCE SHEET AND IN THE INCOME STATEMENT

12/31/2011

Hedged Unhedged ForeignIn thousands of euros commitment commitment companies Total

COST OF SERVICES RENDERED AT THE CLOSINGDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,866 12,044 661 21,572

Fair value of the hedge assets . . . . . . . . . . . . . . . . . . . . (1,986) (1,986)

6,881 12,044 661 19,586Unrecognized prior service cost . . . . . . . . . . . . . . . . . . . (1,454) (2,326) (3,780)LIABILITIES RECOGNIZED ON THE BALANCE

SHEET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,427 9,718 661 15,806Cost of services rendered during the fiscal year . . . . . . . 641 947 28 1,616Financial cost for the fiscal year . . . . . . . . . . . . . . . . . . 335 484 15 834Return on assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (62) — — �62Recognized prior service cost—vested rights . . . . . . . . . . 97 175 272Effect of plan reduction or liquidation . . . . . . . . . . . . . . — — —

EXPENSES RECOGNIZED IN THE INCOMESTATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,011 1,606 43 2,660

F-141

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 13 Retirement commitments (Continued)

Impact of the adoption of the option under IAS 19 as amended relating to actuarial gains and losses

CONSOLIDATED BALANCE SHEET AS AT DECEMBER 31, 2010

Consolidated Balance Sheet at Consolidated Balance Sheet at12/31/2010 12/31/2009

IAS 19 IAS 19Option Option

—actuarial —actuarial12/31/2010 gains and 12/31/2010 12/31/2009 gains and 12/31/2009

(in thousands of euros) restated losses Reported restated losses Reported

Net Net Net Net Net NetASSETSGOODWILL ON ACQUISITION . . . . . . 711,089 0 711,089 613,342 0 613,342Development costs . . . . . . . . . . . . . . . . 48,093 48,093 57,644 57,644Trademarks . . . . . . . . . . . . . . . . . . . . 104,810 104,810Other intangible assets . . . . . . . . . . . . . 121,932 121,932 63,192 63,192INTANGIBLE ASSETS . . . . . . . . . . . . 170,025 170,025 225,646 225,646Property . . . . . . . . . . . . . . . . . . . . . . 430 430 417 417Buildings . . . . . . . . . . . . . . . . . . . . . . 5,540 5,540 6,225 6,225Other tangible assets . . . . . . . . . . . . . . 36,929 36,929 38,346 38,346Construction work in progress . . . . . . . . 261 261 234 234TANGIBLE ASSETS . . . . . . . . . . . . . . 43,160 0 43,160 45,221 0 45,221Equity investments . . . . . . . . . . . . . . . . 299 299 302 302Loans . . . . . . . . . . . . . . . . . . . . . . . . 1,004 1,004 551 551Other long-term investments . . . . . . . . . 8,017 8,017 8,030 8,030LONG-TERM INVESTMENTS—

EXCLUDING EQUITY SHARES INEQUITY METHOD COMPANIES . . . 9,320 0 9,320 8,883 0 8,883

Equity shares in equity method companies . 7,276 0 7,276 7,173 0 7,173Government—Deferred tax . . . . . . . . . . 49,317 0 49,317 33,350 0 33,350Accounts receivable . . . . . . . . . . . . . . . 16,685 0 16,685 15,282 0 15,282Other receivables . . . . . . . . . . . . . . . . 722 0 722 983 0 983NON-CURRENT ASSETS . . . . . . . . . . 1,007,594 0 1,007,594 949,880 0 949,880Services in progress . . . . . . . . . . . . . . . 298 298 200 200Goods . . . . . . . . . . . . . . . . . . . . . . . 10,428 10,428 10,956 10,956Advances and deposits received on orders . 1,250 1,250 1,172 1,172Accounts receivable . . . . . . . . . . . . . . . 233,446 233,446 210,502 210,502Other receivables . . . . . . . . . . . . . . . . 25,702 25,702 18,413 18,413Cash equivalents . . . . . . . . . . . . . . . . . 13,238 13,238 30,630 30,630Cash . . . . . . . . . . . . . . . . . . . . . . . . 65,916 65,916 90,739 90,739Prepaid expenses . . . . . . . . . . . . . . . . . 19,151 19,151 15,847 15,847CURRENT ASSETS . . . . . . . . . . . . . . 369,429 0 369,429 378,461 0 378,461

GRAND TOTAL . . . . . . . . . . . . . . . . . 1,377,023 0 1,377,023 1,328,341 0 1,328,341

F-142

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 13 Retirement commitments (Continued)

Consolidated Balance Sheet at Consolidated Balance Sheet at12/31/2010 12/31/2009

IAS 19 IAS 19Option Option

—actuarial —actuarial12/31/2010 gains and 12/31/2010 12/31/2009 gains and 12/31/2009

(in thousands of euros) Reported losses restated Reported losses restated

LIABILITIESShare Capital . . . . . . . . . . . . . . . . . . . . . . . 13,337 13,337 13,337 13,337Issue premium . . . . . . . . . . . . . . . . . . . . . . . 185,562 185,562 185,562 185,562Group reserves . . . . . . . . . . . . . . . . . . . . . . 291,664 (511) 291,153 249,732 (35) 249,697Group exchange reserves . . . . . . . . . . . . . . . . (238) (238) (238) (238)Group exchange gains/losses . . . . . . . . . . . . . . 6,356 6,356 (37,844) (37,844)GROUP EARNINGS . . . . . . . . . . . . . . . . . . (16,860) 511 (16,349) 54,719 35 54,754SHAREHOLDERS’ EQUITY, GROUP SHARE 479,820 0 479,820 465,267 0 465,267Minority interests (reserves) . . . . . . . . . . . . . . 384 384 609 609Minority interests (earnings) . . . . . . . . . . . . . . 102 102 102 114 114MINORITY INTERESTS . . . . . . . . . . . . . . . 486 0 486 724 0 724SHAREHOLDERS’ EQUITY . . . . . . . . . . . . 480,306 0 480,306 465,991 0 465,991NON-CURRENT LIABILITIES . . . . . . . . . . . 572,451 0 572,451 490,386 0 490,386CURRENT LIABILITIES . . . . . . . . . . . . . . . 324,266 0 324,266 371,965 0 371,965

GRAND TOTAL . . . . . . . . . . . . . . . . . . . . . 1,377,023 0 1,377,023 1,328,341 0 1,328,341

F-143

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 13 Retirement commitments (Continued)

CONSOLIDATED INCOME STATEMENT AT DECEMBER 31, 2010

Consolidated Balance Sheet at Consolidated Balance Sheet at12/31/2010 12/31/2009

IAS 19 IAS 19Option Option

—actuarial —actuarial12/31/2010 gains and 12/31/2010 12/31/2009 gains and 12/31/2009

In thousands of euros Reported losses restated Reported losses restated

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . 926,674 0 926,674 874,072 0 874,072OTHER OPERATING INCOMECapitalized production . . . . . . . . . . . . . . . . . 40,188 40,188 32,631 32,631Purchases used . . . . . . . . . . . . . . . . . . . . . . (110,887) (110,887) (104,565) (104,565)External expenses . . . . . . . . . . . . . . . . . . . . . (225,586) (225,586) (208,642) (208,642)TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . (14,660) (14,660) (12,561) (12,561)Payroll costs . . . . . . . . . . . . . . . . . . . . . . . . (435,579) (435,579) (401,496) (401,496)Allocations to and reversals of provisions . . . . . . (4,859) 772 (4,087) (1,406) 53 (1,353)Change in inventories of products in progress andfinished products . . . . . . . . . . . . . . . . . . . . . 94 94 (900) (900)Other operating income and expenses . . . . . . . . (1,371) (1,371) 726 726EBITDA: . . . . . . . . . . . . . . . . . . . . . . . . . . 174,014 772 174,786 177,858 53 177,911Depreciation expenses . . . . . . . . . . . . . . . . . . (66,807) (66,807) (66,328) (66,328)OPERATING INCOME FROM CONTINUINGOPERATIONS . . . . . . . . . . . . . . . . . . . . . . 107,207 772 107,979 111,530 53 111,583Neutralization of the Dendrite brand . . . . . . . . (104,009) (104,009)NON-RECURRENT INCOME AND

EXPENSES . . . . . . . . . . . . . . . . . . . . . . . (10,792) (10,792) (11,697) (11,697)OTHER NON-RECURRING INCOME AND

EXPENSESFROM OPERATIONS . . . . . . . . . . . . . . . . . (114,801) 0 (114,801) (11,697) 0 (11,697)OPERATING INCOME . . . . . . . . . . . . . . . . (7,594) 772 (6,822) 99,833 53 99,886COST OF NET FINANCIAL DEBT . . . . . . . . (34,282) 0 (34,282) (40,309) 0 (40,309)Income taxes . . . . . . . . . . . . . . . . . . . . . . . . (20,189) (20,189) (9,950) (9,950)Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . 44,447 (261) 44,186 4,901 (18) 4,884TOTAL TAXES . . . . . . . . . . . . . . . . . . . . . . 24,259 (261) 23,997 (5,048) (18) (5,066)SHARE OF PROFIT (LOSS) FOR THE

PERIOD OF EQUITY METHODCOMPANIES . . . . . . . . . . . . . . . . . . . . . . 860 860 357 357

PROFIT (LOSS) FOR THE PERIOD BEFOREEARNINGS FROM ACTIVITIES THATHAVE BEEN DISCONTINUED OR AREBEING SOLD . . . . . . . . . . . . . . . . . . . . . (16,758) 511 (16,247) 54,833 35 54,868

CONSOLIDATED PROFIT (LOSS) FOR THEPERIOD . . . . . . . . . . . . . . . . . . . . . . . . . (16,758) 511 (16,247) 54,833 35 54,868

ATTRIBUTABLE TO OWNERS OF THEPARENT . . . . . . . . . . . . . . . . . . . . . . . . (16,860) 511 (16,349) 54,719 35 54,754

MINORITY INTERESTS . . . . . . . . . . . . . . . . 102 102 114 114

F-144

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 13 Retirement commitments (Continued)

CHANGE IN NET LIABILITIES RECORDED IN THE BALANCE SHEET

12/31/2011

Hedged Unhedged ForeignIn thousands of euros commitment commitment companies Total

OPENING NET LIABILITIES 3,722 8,729 690 13,142Actuarial losses (gains) . . . . . . . . . . . . . . . . . . . . . . . . . . 754 264 — 1,018Reclassification of recognized prior service cost—vested

rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Expenses recognized in the income statement . . . . . . . . . . 1,011 1,606 43 2,660Benefits paid out . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (130) (812) (32) (974)Contributions paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —Newly consolidated companies . . . . . . . . . . . . . . . . . . . . . — — — —Companies no longer consolidated . . . . . . . . . . . . . . . . . . — — — —Reclassification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 (69) — —Change in exchange rate . . . . . . . . . . . . . . . . . . . . . . . . . — — (40) (40)

CLOSING NET LIABILITIES . . . . . . . . . . . . . . . . . . . . . 5,426 9,718 661 15,805

NOTE 14 Net financial debt

In thousands of euros Financial Misc.* 12/31/2011 12/31/2010

Medium- and long-term financial borrowing and liabilities(> 1 year, < 5 years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 476,481 7,265 483,745 489,280

Short-term financial borrowing and liabilities(> 6 months < 1 year) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,036 1,921 21,957 26,291

Short-term financial borrowing and liabilities(> 1 month, < 6 months) . . . . . . . . . . . . . . . . . . . . . . . . . . 20,030 0 20,030 24,163

Short-term financial borrowing and liabilities(< 1 month) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,485 0 8,485 9,091

Current bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,399 0 1,399 1,122

TOTAL FINANCIAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . 526,430 9,185 535,615 549,947

Positive cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73,128 73,128 79,154

NET FINANCIAL DEBT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 453,302 9,185 462,487 470,793

* The account mainly includes employee profit sharing plans of KA9,150.

A) Net Cash

In thousands of euros Financial 12/31/2011 12/31/2010

Current bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,399 1,399 1,122Positive cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73,128 73,128 79,154

NET CASH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71,730 71,730 78,032

F-145

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14 Net financial debt (Continued)

B) Statement of changes in net debt

12/31/2011 12/31/2010

NET DEBT AT THE BEGINNING OF THE FISCAL YEAR (A) . . . . . . . . . . . . . 470,793 403,660Operating cash flow before cost of net debt and taxes . . . . . . . . . . . . . . . . . . . . 140,070 160,635Tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19,776) (15,264)Change in working capital requirement(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,249 (11,503)

NET CASH FLOW GENERATED FROM OPERATING ACTIVITIES . . . . . . . . . 141,543 133,868Change resulting from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . (80,183) (68,456)Impact of changes in consolidation scope(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,422) (56,291)Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13,363) (13,275)Increase in cash capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0Impact of changes in foreign currency exchange rates . . . . . . . . . . . . . . . . . . . . . 931 5,449Interest paid on loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (27,577) (18,734)Other financial income and expenses paid or received . . . . . . . . . . . . . . . . . . . . (3,673) (6,310)Other changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,950) (43,384)

TOTAL NET CHANGE FOR THE YEAR (B) . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,306 (67,133)

NET DEBT AT THE END OF THE FISCAL YEAR (A�B) . . . . . . . . . . . . . . . . 462,487 470,793

(1) The change in working capital requirements of KA21,249 comprises a change in inventories and work in progress of KA184, achange in accounts receivable and other receivables of KA12,858, and a change in accounts payable and other payablesof KA8,207.

(2) The impact of changes in consolidation scope of -KA1,422 mainly comprises the acquisition of Pharmec Healthcare Software.

The bank loans have the following terms:

> 1 month, > 6 months,< 1 month < 6 months < 1 year > 1 year

Fixed rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,437 30 36 276,1151-month Euribor rate . . . . . . . . . . . . . . . . . . . . . . . . . . 48 20,000 20,000 200,365

8,485 20,030 20,036 476,481

The main bank loans taken out are accompanied by terms involving the consolidated financialstatements and related more particularly to net debt compared with the Group’s consolidated grossoperating margin (or the EBITDA). These ratios, satisfied at the close of the fiscal year, were the subjectof an attestation by the Statutory Auditors.

RATE HEDGING

In thousands of euros

2012 2013 2014 2015 2016 2017Nominal Rate Rate Variable annual annual annual annual annual annual

Starting date Ending date value paid rec’d rate flow flow flow flow flow flow Duration

12/31/2011 . . . . . . 6/29/2012 45,652,645 4.58 (1,051) 0.506/29/2012 . . . . . . 12/31/2012 40,425,749 4.58 (946) 1.0212/31/2012 . . . . . . 6/28/2013 35,198,853 4.58 (802) 1.516/28/2013 . . . . . . 12/31/2013 20,000,000 4.58 (468) 2.0312/31/2013 . . . . . . 6/30/2014 20,000,000 4.58 (461) 2.536/30/2014 . . . . . . 12/29/2017 20,000,000 4.58 (468) (929) (931) (924) 6.08

PAYER PORTION 4.58 (1,998) (1,270) (929) (929) (931) (924)

F-146

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14 Net financial debt (Continued)

In thousands of euros

2012 2013 2014 2015 2016 2017Nominal Rate Rate Variable annual annual annual annual annual annual

Starting date Ending date value paid rec’d rate flow flow flow flow flow flow Duration

12/31/2011 . . . 6/29/2012 45,652,645 EUR1M 1.0240 235 0.506/29/2012 . . . . 12/31/2012 40,425,749 EUR1M 1.0240 212 1.0212/31/2012 . . . 6/28/2013 35,198,853 EUR1M 1.0240 179 1.516/28/2013 . . . . 12/31/2013 20,000,000 EUR1M 1.0240 105 2.0312/31/2013 . . . 6/30/2014 20,000,000 EUR1M 1.0240 103 2.536/30/2014 . . . . 12/29/2017 20,000,000 EUR1M 1.0240 105 208 208 207 6.08

RECEIVERPORTION . . 1.024 447 284 208 208 208 207

In thousands of euros

2012 2013 2014 2015 2016 2017Nominal Rate Rate Variable annual annual annual annual annual annual

Starting date Ending date value paid rec’d rate flow flow flow flow flow flow Duration

12/31/2011 . . . . . . 6/29/2012 45,652,645 4.57 (1,049) 0.506/29/2012 . . . . . . 12/31/2012 40,425,749 4.57 (944) 1.0212/31/2012 . . . . . . 6/28/2013 35,198,853 4.57 (800) 1.516/28/2013 . . . . . . 12/31/2013 20,000,000 4.57 (467) 2.0312/31/2013 . . . . . . 6/30/2014 20,000,000 4.57 (460) 2.536/30/2014 . . . . . . 12/29/2017 20,000,000 4.57 (467) (927) (929) (922) 6.08

PAYER PORTION 4.57 (1,993) (1,267) (927) (927) (929) (922)

In thousands of euros

2012 2013 2014 2015 2016 2017Nominal Rate Rate Variable annual annual annual annual annual annual

Starting date Ending date value paid rec’d rate flow flow flow flow flow flow Duration

12/31/2011 . . . 6/29/2012 45,652,645 EUR1M 1.0240 235 0.506/29/2012 . . . . 12/31/2012 40,425,749 EUR1M 1.0240 212 1.0212/31/2012 . . . 6/28/2013 35,198,853 EUR1M 1.0240 179 1.516/28/2013 . . . . 12/31/2013 20,000,000 EUR1M 1.0240 105 2.0312/31/2013 . . . 6/30/2014 20,000,000 EUR1M 1.0240 103 2.536/30/2014 . . . . 12/29/2017 20,000,000 EUR1M 1.0240 105 208 208 207 6.08

RECEIVERPORTION . . 1.024 447 284 208 208 208 207

In thousands of euros

2012 2013 2014 2015 2016 2017Nominal Rate Rate Variable annual annual annual annual annual annual

Starting date Ending date value paid rec’d rate flow flow flow flow flow flow Duration

12/31/2011 . . . . . 6/29/2012 45,652,645 4.565 (1,048) 0.506/29/2012 . . . . . . 12/31/2012 40,425,749 4.565 (943) 1.0212/31/2012 . . . . . 6/28/2013 35,198,853 4.565 (799) 1.516/28/2013 . . . . . . 12/31/2013 20,000,000 4.565 (467) 2.0312/31/2013 . . . . . 6/30/2014 20,000,000 4.565 (459) 2.536/30/2014 . . . . . . 12/29/2017 20,000,000 4.565 (467) (926) (928) (921) 6.08

PAYER PORTION 4.57 (1,991) (1,266) (926) (926) (928) (921)

F-147

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14 Net financial debt (Continued)

In thousands of euros

2012 2013 2014 2015 2016 2017Nominal Rate Rate Variable annual annual annual annual annual annual

Starting date Ending date value paid rec’d rate flow flow flow flow flow flow Duration

12/31/2011 . . . 6/29/2012 45,652,645 EUR1M 1.0240 235 0.506/29/2012 . . . . 12/31/2012 40,425,749 EUR1M 1.0240 212 1.0212/31/2012 . . . 6/28/2013 35,198,853 EUR1M 1.0240 179 1.516/28/2013 . . . . 12/31/2013 20,000,000 EUR1M 1.0240 105 2.0312/31/2013 . . . 6/30/2014 20,000,000 EUR1M 1.0240 103 2.536/30/2014 . . . . 12/29/2017 20,000,000 EUR1M 1.0240 105 208 208 207 6.08

RECEIVERPORTION . . 1.024 447 284 208 208 208 207

C) Financing

Financing was implemented on May 9, 2007 to purchase Dendrite and to reconsolidate the existingdebt. Part of this was refinanced on July 27, 2010 through a five-year bond issue for 300,000 thousand eurosand the balance on June 10, 2011 through the implementation of a five-year bank loan made up of adepreciable term loan for 200 million euros and revolver credit of 80 million euros.

FCB (a company wholly owned by the Labrune family and main shareholder of Cegedim with 52% ofthe capital) granted a 50 million euro loan to Cegedim SA in May 2007. FCB underwrote theDecember 2009 capital increase in part by extinguishing its debt. Its loan was thus brought to 45.1 millioneuros. This loan is set to mature in May 2014.

On September 21, 2011, an agreement between FCB and Cegedim was signed, under the samefinancial conditions, to extend the loan until June 10, 2016.

Following the amortization of 20 million euros of the term loan at December 31, 2011 and thedynamic management of the bond debt, at December 31, 2011, the financing breaks down as follows:

• 280 million euros bond issue maturing on July 27, 2015, at a fixed rate of 7% payable twice yearly;

• 180 million euros loan depreciable until 2016 at a variable interest rate;

• 80 million euros a revolving, variable interest loan facility renewable at one, three or six months, atCegedim’s choice. At December 31, 2011, the total amount used was 20 million euros;

• 45.1 million euros shareholder loan depreciable until 2016 at a variable interest rate.

The exposure of debt to changes in euro rates is partially hedged by a hedging of euro rates.

At December 31, 2011, the debt hedged to variations in euro rates was composed of threeno-premium, one-month, pre-set, Euribor- receiver swaps, with a fixed-rate payer, which are definedas follows:

• a rate of 4.565% on a notional hedged amount of 45,653 thousand euros, amortizable until maturityat December 29, 2017;

• a rate of 4.57% on a notional hedged amount of 45,653 thousand euros, amortizable until maturityat December 29, 2017;

• a rate of 4.58% on a notional hedged amount of 45,653 thousand euros, amortizable until maturityat December 29, 2017.

The total notional amount hedged was 136,958 thousand euros at December 31, 2011.

The change in fair value of these derivatives was recognized under equity for the effective part ofthose qualified as cash flow hedges (4,374 thousand euros) and in the income statement for theirineffective part and for those not qualified as hedges under IFRS standards (�5,160 thousand euros).

Interest charges on bank loans, bonds, charges and commissions totaled 32,300 thousand euros atDecember 31, 2011. The interest resulting from this loan for 2011 amounts to 1,962 thousand euros.

F-148

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14 Net financial debt (Continued)

D) Liquidity risk

Contractual cash flows are not discounted.

For variable rate instruments, the rate used for calculation is the spot rate on December 30, 2011.

When there is a fixed rate, the rate is used to calculate future falls in interest.

CASH FLOW

Cash flow Cash flow Cash flowCash flow (> 1 month, (> 6 months, (> 1 year, Cash flow

In thousands of euros < 1 month < 6 months) < 1 year) < 5 years) (> 5 years)

Bank loans and interest . . . . . . . . . . . . 10,777 31,359 33,415 542,542 0Hedging instruments . . . . . . . . . . . . . . 0 2,443 2,199 9,431 2,146Current bank loans . . . . . . . . . . . . . . . 1,399 0 0 0 0Finance lease . . . . . . . . . . . . . . . . . . . 0 0 0 0 0Employee profit sharing plans . . . . . . . 0 0 1,921 7,230 0Miscellaneous including deposits and

bonds . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 35 0

FINANCIAL INSTRUMENTS

Assumption: variable rates 12/30/2011

EUR1M . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.0240

FORECASTED CASH FLOWS—FINANCIAL INSTRUMENTS

In thousands of euros Rate 2012 2013 2014 2015 2016 2017 TOTAL

Swaps borrowers EURFixed paid . . . . . . . . . . . . . . . . . . . . . . . . 4.58 (1,998) (1,270) (929) (929) (931) (924) (6,980)Var. rec’d . . . . . . . . . . . . . . . . . . . . . . . . . 1.0240 447 284 208 208 208 207 1,561LT SWAPS . . . . . . . . . . . . . . . . . . . . . . . . (1,551) (986) (721) (721) (723) (717) (5,419)

Swaps borrowers EURFixed paid . . . . . . . . . . . . . . . . . . . . . . . . 4.57 (1,993) (1,267) (927) (927) (929) (922) (6,964)Var. rec’d . . . . . . . . . . . . . . . . . . . . . . . . . 1.0240 447 284 208 208 208 207 1,561LT SWAPS . . . . . . . . . . . . . . . . . . . . . . . . (1,547) (983) (719) (719) (721) (715) (5,404)

Swaps borrowers EURFixed paid . . . . . . . . . . . . . . . . . . . . . . . . 4.565 (1,991) (1,266) (926) (926) (928) (921) (6,957)Var. rec’d . . . . . . . . . . . . . . . . . . . . . . . . . 1.0240 447 284 208 208 208 207 1,561LT SWAPS . . . . . . . . . . . . . . . . . . . . . . . . (1,544) (982) (718) (718) (720) (714) (5,396)

TOTAL LT SWAPS . . . . . . . . . . . . . . . . . (4,642) (2,951) (2,158) (2,158) (2,164) (2,146) (16,219)

F-149

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 15 Cost of net debt

In thousands of euros 12/31/2011 12/31/2010* 12/31/2010

Income or cash equivalent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,487 961 961Interest paid on loans, bank charges and commissions . . . . . . . . . . . (32,300) (15,945) (18,734)Interest paid on loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 606 (9,033) (9,033)

INTEREST ON FINANCIAL LIABILITIES . . . . . . . . . . . . . . . . . . (31,694) (24,978) (27,767)Other financial interest and expenses(1) . . . . . . . . . . . . . . . . . . . . . . (4,739) (5,472) (2,683)

COST OF GROSS FINANCIAL DEBT . . . . . . . . . . . . . . . . . . . . . (36,433) (30,450) (30,450)Net exchange differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 305 (3,762) (3,762)Valuation of financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . (8,066) (762) (762)Other non-cash income and expenses from operations . . . . . . . . . . . . 1,038 (269) (269)

OTHER FINANCIAL INCOME AND EXPENSES . . . . . . . . . . . . . (6,723) (4,793) (4,793)

COST OF NET FINANCIAL DEBT . . . . . . . . . . . . . . . . . . . . . . . . . (37,669) (34,282) (34,282)

(1) Including Financiere Cegedim interest . . . . . . . . . . . . . . . . . . . . . 1,962 1,433Interest on IXIS debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 478 1,356

2,440 2,789

(1) The comparative financial statements presented at 12/31/2010 were drawn up by retrospectively applying the equity method foractuarial differences relating to provisions for pensions and similar obligations.

NOTE 16 Other liabilities

Current Non-current Total

Balance Balance Balance Balance Balance BalanceIn thousands of euros 12/31/2011 12/31/2010 12/31/2011 12/31/2010 12/31/2011 12/31/2010

Advances and payments on account . 4,971 4,395 — — 4,971 4,395

Clients—Credits to be established . . . 874 1,065 — — 874 1,065Expenses payable . . . . . . . . . . . . . . . 61 72 — — 61 72Miscellaneous payables . . . . . . . . . . . 15,067 13,299 3,677 9,180 18,744 22,479

Other liabilities . . . . . . . . . . . . . . . . 16,002 14,436 3,677 9,180 19,679 23,616

Debts on acquisition of assets . . . . . . 9,384 3 3,465 20,710 12,849 20,713

Dividends payable . . . . . . . . . . . . . . — —

Deferred income . . . . . . . . . . . . . . . 35,159 38,129 — — 35,159 38,129

TOTAL . . . . . . . . . . . . . . . . . . . . . . 65,516 56,963 7,142 29,890 72,658 86,853

NOTE 17 External expenses

In thousands of euros 12/31/2011 12/31/2010

Purchases of studies & services and purchases of unstocked goods . . . . . . . . . . . . 68,408 57,698External services (leasing, maintenance, insurance) . . . . . . . . . . . . . . . . . . . . . . . 67,672 64,585Other: advertising, seconded personnel, entertainment expenses,

postal expenses, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104,105 103,304

TOTAL EXTERNAL EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240,184 225,587

F-150

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 18 Other non-recurring income and expenses from operations

Other non-recurring income and expenses from operations comprises the following:

In thousands of euros 12/31/2011 12/31/2010* 12/31/2010

OPERATING INCOME FROM CONTINUING OPERATIONS . . . . . 83,905 107,979 107,207

Capital gains or losses on disposals . . . . . . . . . . . . . . . . . . . . . . . . . — — (4)Withdrawal of the Dendrite brand . . . . . . . . . . . . . . . . . . . . . . . . . . — (104,009) (104,009)Restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,901) (6,993) —Other non-recurring income and expenses . . . . . . . . . . . . . . . . . . . . (3,082) (3,799) (10,788)

OPERATING INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,922 (6,822) (7,594)

* The comparative financial statements presented at 12/31/2010 were drawn up by retrospectively applying the equity method foractuarial differences relating to provisions for pensions and similar obligations.

NOTE 19 Deferred tax

1) Tax breakdown

The tax income recognized in the income statement during the fiscal year amounts to 6,574 thousandeuros compared with a tax expense of 23,997 thousand euros in December 2009.

This comprised:

In thousands of euros 12/31/2011 12/31/2010* 12/31/2010

Tax paidFrance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,569 10,598 10,598Abroad . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,647 9,591 9,591

TOTAL TAX PAID . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,217 20,189 20,189

Deferred taxesFrance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,871) (3,208) (3,469)Abroad . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,771) (40,978) (40,978)

TOTAL DEFERRED TAX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (14,643) (44,186) (44,447)

TOTAL TAX EXPENSE RECOGNIZED IN THE INCOMESTATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,574 (23,997) (24,258)

* The comparative financial statements presented at 12/31/2010 were drawn up by retrospectively applying the equity method foractuarial differences relating to provisions for pensions and similar obligations.

F-151

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 19 Deferred tax (Continued)

2) Theoretical tax expense and recognized tax expense

The reconciliation between the theoretical tax expense for the Group and the tax expense effectivelyrecognized is presented in the following table:

In thousands of euros 12/31/2011 12/31/2010* 12/31/2010

Profit (loss) for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,670 (16,247) (16,758)Group share of EM companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . (991) (860) (860)Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,574 (23,997) (24,259)Earnings before tax for consolidated companies (a) . . . . . . . . . . . . . . 38,252 (41,105) (41,877)

of which French consolidated companies . . . . . . . . . . . . . . . . . . . . . (2,348) 17,970 17,198of which foreign consolidated companies . . . . . . . . . . . . . . . . . . . . . 40,601 (59,075) (59,075)

Normal tax rate in France (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36.10% 34.45% 34.45%

THEORETICAL TAX EXPENSE (C) = (A) � (B) . . . . . . . . . . . . . . 13,809 (14,161) (14,426)

Impact of permanent differences . . . . . . . . . . . . . . . . . . . . . . . . . . . 547 1,997 1,997Impact of differences in tax rates on profits . . . . . . . . . . . . . . . . . . . (3,041) (5,449) (5,446)Impact of differences in tax rates on capitalized losses . . . . . . . . . . . — — —Uncapitalized tax on losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,677 2,837 2,837Reversal of capitalization on prior losses . . . . . . . . . . . . . . . . . . . . . — 3,190 3,190Impact of differences in tax rates on withdrawal of Dendrite brand . . — (5,724) (5,724)Impact of tax credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,418) (6,687) (6,687)

TAX EXPENSES RECOGNIZED IN THE INCOME STATEMENT . . 6,574 (23,997) (24,259)

Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.19% 0.00% 0.00%

* The comparative financial statements presented at 12/31/2010 were drawn up by retrospectively applying the equity method foractuarial differences relating to provisions for pensions and similar obligations.

F-152

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 19 Deferred tax (Continued)

3) Recognized deferred tax assets and liabilities

Analysis by category of the temporal difference for the net deferred tax position recognized in thebalance sheet (before compensation by fiscal entities for deferred tax assets and liabilities).

Change in Other Change inTotal consolidation changes exchange Total

In thousands of euros 12/31/2010 Reclassification Earnings scope in equity rate 12/31/2011

Deferred tax assetsTax loss carryforwards and tax

credits . . . . . . . . . . . . . . 30,104 (20,388) 6,292 549 16,558Pension plan commitments . . . 3,871 893 373 5,137Non-deductible provisions . . . 1,673 9,676 2,955 (7,311) (43) 6,950Updating to fair value of

financial instruments . . . . . 4,594 1,814 (1,310) 5,098Cancellation of margin on

inventory . . . . . . . . . . . . . 39 (4) 35Cancellation of internal capital

gain . . . . . . . . . . . . . . . . 6,561 62 6,623Restatement of R&D margin . 1,511 688 2,199Restatement of allowance for

the assignment of intangibleassets . . . . . . . . . . . . . . . 280 160 440

Updating to fair value offinancial instruments . . . . . 0 (63) 182 119

Other . . . . . . . . . . . . . . . . 2,507 8,875 (2,856) 138 8,664

TOTAL . . . . . . . . . . . . . . . 51,140 (1,900) 10,186 0 (8,249) 644 51,821

Deferred tax liabilitiesTranslation adjustments . . . . . 2,802 4,657 (7,396) (63) 0Cancellation of accelerated

depreciation . . . . . . . . . . . (1,837) 172 (1,665)Cegelease unrealized capital

gain . . . . . . . . . . . . . . . . (2,279) 949 (1,330)Cancellation of depreciation

on goodwill . . . . . . . . . . . (1,562) (706) (2,268)Cancellation of depreciation

internal capital gains . . . . . (271) (89) (360)Finance lease . . . . . . . . . . . (137) (6) (143)R&D capitalization . . . . . . . . (4,320) (734) (5,054)Restatement of the allowance

for the R&D margin . . . . . (141) (180) (321)Updating to fair value of

financial instruments . . . . . (63) 63 0Assets from business

combinations . . . . . . . . . . (6,865) 1,837 436 (191) (4,783)Other . . . . . . . . . . . . . . . . (617) (41) (8) (666)

TOTAL . . . . . . . . . . . . . . . (15,290) 1,900 4,458 0 (7,404) (254) (16,590)

NET DEFFERED TAX . . . . . 35,850 0 14,644 0 (15,652) 390 35,231

The change in deferred taxes recognized in the consolidated balance sheet after compensation byfiscal entities for deferred tax assets and liabilities can be verified in the following way:

In thousands of euros Assets Liabilities Net

At December 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,317 (13,466) 35,851Impact on earnings for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,186 4,458 14,644Impact on shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,605) (7,658) (15,263)Impact of net presentation by fiscal entity . . . . . . . . . . . . . . . . . . . . . . . . (3,805) 3,804 (1)

AT DECEMBER 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,093 (12,862) 35,231

The amount of uncapitalized tax as of December 31, 2011 amounts to 28,793 thousand euros.

F-153

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 20 Lease commitments

Financial leases—Cegedim Group lessor

Financial leases involve the Cegelease Company which provides financing for pharmacies and doctors.

Schedule of payments to be received and present value

These leases are financial leases for 24 to 60 months for computer hardware and 36 to 84 months forcapital goods.

Lease Presentpayments value of

In thousands of euros receivable payments

Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,776 14,051Between 1 and 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,800 14,316More than 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 306 182

TOTAL (A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,882 28,549

FINANCIAL INCOME NOT ACQUIRED (B) . . . . . . . . . . . . . . . . . . . . . . . . . . . — 4,332

MINIMUM PAYMENTS (A) + (B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,882 32,882

Operating leases—Cegedim Group lessee

The Group lists different types of operating leases in the Group:

• real estate;

• computer equipment;

• vehicle leases;

• photocopiers.

The expense resulting from these leases amounts to 44,185 thousand euros for 2011.

Real estate leases are renewable every 3-6-9 years.

The Group signs standard leasing agreements.

The discount rate applied is 11.55%.

Payment schedule and present value

Lease Presentpayments value of

In thousands of euros due payments

Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,411 —Between 1 and 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,954 —More than 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,877 —

TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,242 52,461

F-154

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 21 Restatement of finance leases

Commitments on Cegedim lessee financial lease contracts

Depreciation Accumulated Net bookIn thousands of euros period Gross value depreciation value

Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 46Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 – 40 years 1,006 644 362

TOTAL ASSETS HELD UNDER FINANCIALLEASES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,052 644 408

Payment schedule and present value

Lease Presentpayments value of

In thousands of euros due payments

Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — ——> 1 year and < 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —More than 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —

TOTAL (A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0Financial expenses (B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —

PRESENT VALUE OF PAYMENTS (A) � (B) . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0

Lease payments are not indexed.

The option exercise dates falling in 2011 relate to virtually nil residual values.

NOTE 22 Earnings per share

Earnings per share are calculated by dividing Group earnings by the number of shares making up thecapital, excluding treasury shares. The number of shares must be the weighted average number ofoutstanding ordinary shares during the fiscal year (thus 13,955,940 shares as of December 31, 2011 and13,965,092 shares as of December 31, 2010).

Current earnings per share amounted to 2.8 euros for the 2011 fiscal year.

Earnings per share amounted to 2.3 euros for the 2011 fiscal year.

12/31/2011 12/31/2010

Weighted average number of outstanding ordinary Cegedim SA shares . . . . . 13,997,173 13,997,173Less average number of treasury shares held . . . . . . . . . . . . . . . . . . . . . . . . (41,233) (32,081)Number of shares for the earnings per share calculation . . . . . . . . . . . . . . . . 13,955,940 13,965,092

NOTE 23 Diluted earnings per share

IAS 33—Diluted earnings per share are calculated by dividing the profit (loss) for the period for thefiscal year attributable to the ordinary shareholders (profit (loss) for the fiscal period after deductingpreferred dividends) by the weighted average number of common shares outstanding during the fiscal year.On December 31, 2011, the diluted earnings per share were identical to the earnings per share due to thelack of instruments that would dilute the capital.

F-155

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 24 Off-balance sheet commitments

There are no commitments for earn-outs to be paid.

There are no stock repurchases from minority interests.

Guarantees given by Cegedim to its subsidiaries

CEGEDIM USA INC. SUBSIDIARY

• Security in favor of Bank of America for 3.5 million dollars in favor of the Bank of America (Board ofDirectors authorization dated December 27, 2007) reduced to 2.25 million dollars on May 1, 2010.

INCAMS

• 2,465 thousand euro security for VSS to pay the purchase price of 246,500 capital shares of iGestion(ex. HOSTA).

Moreover, Cegedim has made itself guarantor on first demand to guarantee the payment of sumsfrom which the payment lies with Incams, which is itself the guarantor of its subsidiary iGestion, toreimburse the loan granted by Incams, AXA Assurances Vie Mutuelle and Mutuelle Mieux Etre (co-ownerof VSS).

ALL SUBSIDIARIES

• One-year authorization for all subsidiaries to grant securities, endorsements, and other guarantees for atotal of 5 million euros provided no single commitment exceeds 2 million euros (authorized by the Boardof Directors on April 13, 2011).

Subsidiary shares pledged

For signing an amendment to the financing agreement for the acquisition of Dendrite, shares of thefollowing companies were pledged in 2008: Icomed, RNP, Sofiloca, Resip, Pharmastock, Pharmapost,MedExact, Hospitalis, Cegedim Activ, Cegelease, PCO Cegedim, Alliance Software, Alliadis, CegedimBelgium, Cegedim Italia. Subsidiary shares pledges at December 31, 2007 are still in force. (InPracticeSystems, Alliadis Europe, CSD Medical Research Ltd (ex. Epic), Cegedim Rx, Cegedim USA, CegedimUSA Inc.)

Subsidiary securities

PHARMASTOCK SUBSIDIARY

• Security in favor of France PAQUETS for 200 thousand euros.

CEGEDIM ACTIV SUBSIDIARY

• Security in favor of Caisse Nationale de Securite Sociale de Casablanca for 133 thousand euros;

• Security in favor of CNOPS for 187 thousand euros;

• Security in favor of Caisse Marocaine de Retraite for MAD250 thousand;

• Security in favor of ANAM Maroc for MAD20 thousand and ANAM for 8 thousand euros.

I GESTION SUBSIDIARY

• Security in favor of La Poste for 80 thousand euros.

CEGEDIM PORTUGAL AND CEGEDIM INC. USA

• Securities in the amount of 269 thousand euros and 2,250 thousand dollars respectively granted by banksto lessors of offices.

F-156

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 24 Off-balance sheet commitments (Continued)

Other securities have been granted by Cegedim and its subsidiaries for a total amount of105 thousand euros.

NOTE 25 Related parties

The object of the present note is to present the transactions that exist between the Group and itsrelated parties.

The remuneration of key management personnel is presented in note 26.

Identity of Cegedim’s parent company: FCB

Limited company (SA) held primarily by Mr. Jean-Claude Labrune, Chairman and Chief ExecutiveOfficer of Cegedim SA, his family and by certain members of the Board of Directors of Cegedim SA.

Figures pertaining to the related parties

Certain transactions were carried out with companies who share a Cegedim SA Director.

The main subsidiaries (companies consolidated with the fully consolidated method) are listed innote 1. Only the significant transactions are described below:

FCB:

• The FCB reinvoiced leases to Cegedim SA, PCO Cegedim and Cegedim Activ for 5,702 thousand euros,as well as associated taxes for 544 thousand euros.

• FCB reinvoiced head office costs for 2,520 thousand euros;

• FCB granted a loan to Cegedim SA for 50,000 thousand euros in May 2007. When Cegedim increased itscapital, FCB subscribed for an amount of 4,906 thousand euros by a redemption of debt that resulted ina decrease in the debt from 50,000 thousand euros to 45,094 thousand euros. The interest resulting fromthis loan for 2011 amounts to 1,962 thousand euros;

• FCB acted as a guarantor for the securitization contract between Cegelease and IXIS CIB for2,175 thousand euros.

Companies under jointcontrol or significant

influence FCB Family companies

In thousands of euros 12/31/2011 12/31/2010 12/31/2011 12/31/2010 12/31/2011 12/31/2010

Income . . . . . . . . . . . . . . . . . . . . . . none none 221 212 — —Expenses . . . . . . . . . . . . . . . . . . . . . none none 10,727 11,061 1,100 794Loans . . . . . . . . . . . . . . . . . . . . . . . none none 45,094 45,094 — —Security deposits . . . . . . . . . . . . . . . none none 1,858 1,842 269 271Receivables . . . . . . . . . . . . . . . . . . . none none 13 9 — —Provisions for receivables . . . . . . . . . none none none none none noneLiabilities . . . . . . . . . . . . . . . . . . . . none none 4,083 2,161 — —Commitments given . . . . . . . . . . . . . none none — — — —Commitments received . . . . . . . . . . . none none 2,175 2,175 — —

NOTE 26 Directors’ compensation

Directors’ fees paid to Board members came to 138 thousand euros at December 31, 2011, and arerecorded in the ‘‘Other external purchases and expenses’’ item of the income statement.

In compliance with IAS 24, Cegedim’s ‘‘key managers’’ are the people on the Board of Directors withthe authority and responsibility of planning, managing and controlling Cegedim’s activities as well as any ofthe Group’s companies, directly or indirectly.

F-157

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 26 Directors’ compensation (Continued)

In accordance with IAS 24.17, in-kind benefits are taken into account in the ‘‘Short-termbenefits’’ item.

Gross Grossamount amount

In thousands of euros 12/31/2011 12/31/2010

Short-term benefits (wages, bonuses, etc.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,810 1,766Post-employment benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . none noneSeverance pay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . none noneOther long-term benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . none none

BENEFITS RECOGNIZED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,810 1,766Termination benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . none none

BENEFITS NOT RECOGNIZED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NONE NONE

The short term benefits include the variable and fixed portions of the managers’ compensation.

NOTE 27 Employees

12/31/2011 12/31/2010

France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,338 3,364International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,899 5,106

TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,237 8,470

NOTE 28 Payroll costs

In thousands of euros 12/31/2011 12/31/2010

Wages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (436,270) (430,101)Profit-sharing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,515) (5,411)Free shares award plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (445) (67)

PAYROLL COSTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (442,231) (435,579)

NOTE 29 Dividends

A dividend of 13,997 thousand euros (equivalent to one euro per share) in respect of 2010 wasapproved at the Ordinary General Meeting held on June 8, 2011 and paid in July 2011 for a net amount of13,953 thousand euros.

NOTE 30 Equity

As of December 31, 2011, equity was made up of 13,997,173 shares (including 40,126 treasury shares)each with a nominal value of 0.9528 euros, i.e. total share capital of 13,336,506 euros.

NOTE 31 Treasury shares

An outflow transaction relating to 7,090 treasury shares linked to the maturing of part of the plandated November 5, 2009 was recorded for 2011 for 223 thousand euros.

Allocation of free shares:

Following a resolution of the Extraordinary Shareholders’ Meeting of June 8, 2011, the Board ofDirectors, in its meeting of June 29, 2011, was authorized to award a total number of free shares not toexceed 10% of the total number of shares making up the share capital to the managers and employees ofthe Cegedim group.

F-158

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 31 Treasury shares (Continued)

Following a resolution of the Extraordinary Shareholders’ Meeting of February 22, 2008, the Board ofDirectors, in its meetings of March 21, 2008, November 5, 2009 and June 8, 2010, was authorized to awarda total number of free shares not to exceed 10% of the total number of shares making up the share capitalto the managers and employees of the Cegedim group.

• the free shares awarded will grant the right to dividends. Their distribution will be determined as ofthe award date.

The plan dated March 21, 2008 authorized a maximum allocation of 43,410 free shares.

The main features of the plan are as follows:

The plan dated November 5, 2009 authorized a maximum allocation of 28,750 free shares.

The plan dated June 8, 2010 authorized a maximum allocation of 32,540 free shares.

The plan dated June 29, 2011 authorized a maximum allocation of 41,640 free shares;

• the allocation of said shares to their beneficiaries will become final at the end of a vesting period oftwo years for beneficiaries whose residence for tax purposes is in France as of the allocation dateand four years for beneficiaries whose residence for tax purposes is not in France as of theallocation date;

• the shares will be permanently awarded to their beneficiaries on a single condition: no resignation,dismissal or redundancy;

• starting from the final award date, beneficiaries whose residence for tax purposes is in France as ofthe award date must keep their shares for a term of two years starting from the final award date.

In application of standard IFRS 2, the expense measuring ‘‘the benefit’’ offered to employees isspread out on a linear basis over the vesting period. The amount reported as expenses for the 2011 fiscalyear amounted to 445 thousand euros.

The main features are as follows:

Plan dated Plan dated Plan dated Plan dated3/21/2008 11/5/2009 6/8/2010 6/29/2011

Date of the General Meeting . . . . February 22, 2008 February 22, 2008 February 22, 2008 June 8, 2011Date of the Board of Directors’

meeting . . . . . . . . . . . . . . . . . . March 21, 2008 November 5, 2009 June 8, 2010 June 29, 2011Date of plan opening . . . . . . . . . . March 21, 2008 November 5, 2009 June 8, 2010 June 29, 2011Total number of shares than can be

allocated . . . . . . . . . . . . . . . . . 43,410 shares 28,750 shares 32,540 shares 41,640 sharesInitial subscription price . . . . . . . . A52.00 A65.00 A55.00 A39.12Date of free disposal of free sharesFrance . . . . . . . . . . . . . . . . . . . . March 20, 2010 November 4, 2011 June 7, 2012 June 28, 2013Abroad . . . . . . . . . . . . . . . . . . . March 20, 2012* November 4, 2013 June 7, 2014 June 28, 2015

* Of which 640 shares will mature 09/16/2012.

Position of plans as of December 31, 2011

4,740 13,320 27,728 38,980Total number of shares allocated shares shares shares shares

Total number of shares left to be acquired afterrecorded exercising of options and canceledoptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 20,120 shares 38,980 shares

Adjusted acquisition price of free share allotmentsFrance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A48.77 A61.36 A51.45 A36.04Abroad . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A41.24 A52.11 A43.40 A29.95

F-159

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 32 Assignment of receivables

Cegelease concluded a flow exchange transaction with Natixis, according to the terms of which Natixismust pay forecasted amounts for lease receivables to Cegelease, and Cegelease must pay the actualamounts for these same receivables to Natixis.

FCB has granted Natixis its guarantee to cover the risks of this flow exchange transaction.

To pay for the service provided by FCB, Cegelease paid the latter a bonus of 1.2 million euros in 2007.This is a one-time, firm and final bonus for the duration of the transaction.

As the flow exchange transaction guarantees Cegelease’s future receivables, Natixis has granted thelatter a cash collateral that is repaid as the receivables are collected.

As a guarantee of its obligations to repay the cash collateral, Cegelease must transfer full ownership ofcertain receivables resulting from its goods leasing activity to Natixis. The financial interest (478 thousandeuros for 2011) is calculated on the cash collateral.

The cash collateral, which is the discounted outstanding leases yet to be collected from customers onbehalf of Natixis, amounted to slightly less than 4 million euros at December 31, 2011. The 2011repayments, initially estimated at 14 million euros, were revised downwards in 2011, which means that theIXIS debt was not entirely paid off during the fiscal year.

The 2012 repayments are estimated at approximately 4 million euro, which should allow the Companyto pay off the IXIS debt in full in 2012.

On December 9, 2011, Cegedim SA concluded a deconsolidation transaction with Eurofactor relatingto the assignment of receivables for 13 million euros.

NOTE 33 Auditors’ fees

2011 2010

Grant GrantIn thousands of euros Mazars % Thornton % Mazars % Thornton %

AuditAuditing, certification, review of

individual and consolidatedfinancial statements

Cegedim SA . . . . . . . . . . . . . . . . . 260 54.97% 260 47.85% 330 41.35% 330 55.00%Fully consolidated subsidiaries . . . . . 213 45.03% 283 52.15% 468 58.65% 270 45.00%Other work and services directly

linked to the Auditors’assignment

Cegedim SA . . . . . . . . . . . . . . . . . — 0.00% — 0.00% — 0.00% — 0.00%Fully consolidated subsidiaries . . . . . — 0.00% — 0.00% — 0.00% — 0.00%

SUB-TOTAL . . . . . . . . . . . . . . . . 473 100.00% 543 100.00% 798 100.00% 600 100.00%

Other services provided by thenetworks to fully consolidatedsubsidiaries

Legal, fiscal, social . . . . . . . . . . . . — 0.00% — 0.00% — 0.00% — 0.00%Other . . . . . . . . . . . . . . . . . . . . . — 0.00% — 0.00% — 0.00% — 0.00%

SUB-TOTAL . . . . . . . . . . . . . . . . — 0.00% — 0.00% — 0.00% — 0.00%

TOTAL . . . . . . . . . . . . . . . . . . . . 473 100.00% 543 100.00% 798 100.00% 600 100.00%

NOTE 34 Events occurring after the closing date

To the best of the Company’s knowledge, no events or changes with a significant effect on the Group’sfinancial position have taken place since the closing date.

F-160

STATUTORY AUDITORS’ REPORTON THE CONSOLIDATED FINANCIAL STATEMENTS

To the Shareholders,

In compliance with the assignment entrusted to us by your annual meeting, we hereby report to youfor the year ended December 31, 2011, on:

• a the audit of the accompanying consolidated financial statements of CEGEDIM;

• a the justification of our assessments;

• a the specific verification required by law.

The consolidated financial statements have been approved by the Board of Directors. Our role is toexpress an opinion on these consolidated financial statements based on our audit.

I—Opinion on the consolidated financial statements

We conducted our audit in accordance with professional standards applicable in France; thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether theconsolidated financial statements are free of material misstatement. An audit involves performingprocedures,using sampling technics or other methods of selection, to obtain audit evidence about theamounts and disclosures in the consolidated financial statements. An audit also includes assessing theaccounting principles used, the significant estimates made by management, and the overall financialstatements. We believe that the audit evidence obtained is sufficient and appropriate to provide a basis forour audit opinion.

In our opinion, the consolidated financial statements for the year give a true and fair view of theassets, liabilities, financial position and results of the consolidated group of entities in accordance withIFRS as adopted by the European Union.

Without modifying the opinion expressed above, we draw your attention to:

• the Accounting policies, paragraph ‘‘Retirement benefits’’ as well as note 13 ‘‘Retirementcommitment’’ which disclose the change in accounting method which occurred during the fiscal yearpertaining to the application of the option offered by IAS 19 as amended,

• note 7 relating to the ‘‘Goodwill on acquisition’’ which stipulates that the difficult economicenvironment which the Group faced in 2011 was included in the assumptions and the business plansunderlying the impairment tests for Goodwill on acquisition. The Group’s top management alsoemphasized that there is no reason to believe that this environment had a long-term and structuralimpact on the CRM sector’s forecast and its strategic positions.

II—Justification of assessments

In accordance with the requirements of article L. 823-9 of the French Commercial Code relating tothe justification our assessments, we bring to your attention the following matters:

CAPITALIZATION OF DEVELOPMENT COSTS

In the context of our assessment of the accounting principles applied by your company, we reviewedthe conditions for capitalization of development costs, the amortization method used and the manner inwhich their recoverable amount was validated and we ensured that the ‘‘Accounting policies—Intangibleassets and Asset impairment’’ paragraphs of the consolidated financial statements provided appropriatedisclosures.

IMPAIRMENT TESTS

As mentioned in the first part of this report, note 7 of the consolidated financial statements describesthe economic environment which the group faced in 2011. It was taken into consideration in theassumptions and business plans underlying the impairment tests for Goodwill on acquisition.

At each balance sheet date, the company performs impairment tests of goodwill and assets withindefinite useful lives and it also assesses whether any indications of impairment of long-term assets exist,in accordance with the methodology described in the ‘‘Accounting principles—Asset impairment’’

F-161

paragraph of the consolidated financial statements. We reviewed the manner in which this impairment testwas implemented and the cash flow forecasts and assumptions used and verified that the ‘‘Accountingprinciples—Asset impairment’’ paragraph as well as note 7 to the consolidated financial statementsprovided appropriate disclosures.

RETIREMENT BENEFIT OBLIGATIONS

As mentioned in the first part of this report, note 13 of the appendix describes the change inaccounting method which took place during the fiscal year relating to applying the option offered byIAS 19 as amended.

The ‘‘Accounting policies—Retirement benefits’’ paragraph describes the valuation methods used forretirement benefit obligations. Our work involved reviewing the figures used, assessing the assumptionsretained and verifying that note 13 to the financial statements provided appropriate disclosures.

In the context of our assessments, we verified the reasonableness of these estimates.

These assessments were made as part of our audit of the consolidated financial statements taken as awhole and therefore contributed to the opinion we formed, which is expressed in the first part ofthis report.

III—Specific verification

In accordance with the professional standards applicable in France, We have also performed thespecific verifications required by law of the information relating to the group as given in the managementreport. We have no matters to report regarding its fair presentation and conformity with the consolidatedfinancial statements.

Paris and Courbevoie on April 5, 2012Statutory Auditors

Grant Thornton MazarsFrench Member Of Grant Thornton International

Michel Cohen Jean-Paul Stevenard Jerome de Pastors

F-162

REGISTERED OFFICEOF THE ISSUER

Cegedim S.A.137, rue d’AguesseauBoulogne Billancourt

France

LEGAL ADVISORS TO THE ISSUER

As to U.S. law and French law

Linklaters LLP25 rue Marignan

75008 ParisFrance

LEGAL ADVISORS TO THE INITIAL PURCHASER

As to U.S. law As to French law

Latham & Watkins (London) LLP Latham & Watkins AARPI99 Bishopsgate 45, rue Saint Dominique

London EC2M 3XF 75007 ParisUnited Kingdom France

TRUSTEE, PAYING AGENT AND TRANSFER AGENT

The Bank of New York MellonOne Canada Square

Canary WharfLondon E14 5ALUnited Kingdom

REGISTRAR

The Bank of New York Mellon (Luxembourg) S.A.2-4 rue Eugene RuppertVertigo Building—Polaris

L-2453 Luxembourg

LEGAL ADVISORS TO THE TRUSTEE

White & Case LLP5 Old Broad Street

London EC2N 1DWUnited Kingdom

INDEPENDENT AUDITORS TO THE COMPANY

Mazars Grant Thornton61, rue Henri Regnault 100, rue de Courcelles

92400 Courbevoie 75017 ParisFrance France

LISTING AGENT

The Bank of New York Mellon (Luxembourg) S.A.2-4 rue Eugene RuppertVertigo Building—Polaris

L-2453 Luxembourg

3MAR201322311624

E125,000,000

Cegedim S.A.

63⁄4% Senior Notes due 2020

OFFERING MEMORANDUM

Sole Bookrunner

Societe Generale Corporate & Investment Banking

April 7, 2014