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REFERENCE DOCUMENT

AND FINANCIAL YEAR REPORT

2007

This reference document was filed with the Financial Markets Authority on 25 Avril 2008, pursuant to article 212-3 of the FMA General Rules and Regulations.

It may be used in support of a financial transaction only if it is supplemented by an operation note approved by

the Financial Markets Authority. The document has been signed by the issuer and commits the signatories. Copies of the present document can be found free of charge at SQLI headquarters (La Plaine Saint Denis, Immeuble Le Pressensé - 268, avenue du Président Wilson - 93210 La Plaine-Saint-Denis), on SQLI website (www.sqli.com) and on the French FMA website (www.amf-france.org)

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1 RESPONSIBLE PERSON............................................................................................................................. 4 1.1 Person responsible for the reference document..........................................................................................4 1.2 Responsible person’s attestation.................................................................................................................4

2 STATUTORY AUDITORS ........................................................................................................................... 5 2.1 Incumbent statutory auditors.......................................................................................................................5 2.2 Auxiliary statutory auditors........................................................................................................................6

3 SELECTED FINANCIAL DATA................................................................................................................. 7 3.1 2007 : Achievement of a new stage of the business plan ..........................................................................7 3.2 2007 : Enforcement of the results improvements ......................................................................................7 3.3 Brief presentation of the main financial data..............................................................................................8

4 RISKS FACTORS........................................................................................................................................ 10 4.1 Liquidity risks ......................................................................................................................................... 10 4.2 Market-related risks (interest rates, exchange rates, shares and loans) ................................................... 11 4.3 Business-related risks.............................................................................................................................. 12 4.4 Legal risks ……………………………………………………………………………………………….14

5 INFORMATION ABOUT THE ISSUER .................................................................................................. 16 5.1 History and evolution of the company.....................................................................................................;16 5.2 Investments................................................................................................................................................18

6 GENERAL SURVEY OF THE COMPANY’S ACTIVITIES ................................................................. 23 6.1 Main activities...........................................................................................................................................23 6.2 Main markets.............................................................................................................................................29 6.3 Exceptional events that influenced the activities or the markets of the company ................................... 31 6.4 The company’s dependence upon patents, licences and other ............................................................... 32 6.5 The company’s competitive environment ............................................................................................... 32

7 ORGANIZATION CHART ........................................................................................................................ 35 7.1 Functional Organization Chart ................................................................................................................ 35 7.2 Legal Organization Chart ........................................................................................................................ 36

8 REAL ESTATE OWNERSHIP, FACTORIES AND EQUIPMENT....................................................... 39 8.1 premises assigned to operations................................................................................................................39 8.2 Environment issue.....................................................................................................................................39

9 ANALYSIS OF FINANCIAL SITUATION AND EARNINGS............................................................ 40 39.1 Analysis of financial situation .................................................................................................................40 9.2 Operating result .......................................................................................................................................40

10 FUNDS AND CAPITAL...............................................................................................................................41 10.1 Shareholder’s equity.................................................................................................................................41 10.2 Source and total amount of cash flows during 2005, 2006, 2007............................................................41 10.3 Loan conditions and financing structure...................................................................................................41 10.4 Possible restrictions on the use of capital .................................................................................................41 10.5 Expected sources of funding needed to meet the commitments...............................................................41

11 RESEARCH AND DEVELOPMENT, PATENT LICENCE................................................................. .. 42 11.1 trademarks, domain names, copyrights, intellectual property..................................................................42 11.2 Activity related to Research and Development........................................................................................42

12 INFORMATION ABOUT THE TRENDS...................................................................................... ........... 43 12.1 Trends that affected the issuer’s activity since last year-end....................................................................43 12.2 Elements that may affect the issuer’s perspectives...................................................................................43

13 PROFIT FORECAST AND ESTIMATION.................................................................................... .......... 44 13.1 Forecast hypothesis...................................................................................................................................44 13.2 Report by the statutory auditors on the conformity of the accouting methods used by the compagny....44

14 ADMINISTRATIVE, MANAGERIAL AND SUPERVISORY ORGANS..............................................46 14.1 General information about the managers and the directors......................................................................46 14.2 Conflicts of interest in the administrative and managerial organs...........................................................46

15 COMPENSATIONS AND BENEFITS.......................................................................................... ............. 47 15.1 Compensation and benefits in kind of the Executive officers during last year........................................47 15.2 Funds estimated or recorded by SQLI that were allocated to the Executive officers for pensions and other benefits……................................................................................................................................................47

16 ORGANIZATION OF EXECUTIVE AND SUPERVISORY ORGANS................................................ 48 16.1 The company’s management....................................................................................................................48 16.2 Contracts between the officers and the company.....................................................................................48 16.3 Audit and Compensation Committees......................................................................................................51 16.4 Corporate governance...............................................................................................................................51

17 EMPLOYEES..................................................................................................................................................60

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17.1 Number and distribution of employees....................................................................................................60 17.2 Participation of Executive officers in stock option..................................................................................60 17.3 Participation of employees in the company’s capital...............................................................................61

18 MAIN SHAREHOLDERS........................................................................................................................... 62 18.1 Breakdown of capital and voting rights....................................................................................................62 18.2 Main shareholders’ voting rights..............................................................................................................64 18.3 Internal management.................................................................................................................................64 18.4 Agreements that may bring a change in the company’s management......................................................64

19 OPERATIONS WITH RELATED FIRMS.................................................................................................65 19.1 Inter-company current agreements...........................................................................................................65

20 FINANCIAL INFORMATION ABOUT THE ISSUER’S NET WORTH FINANCIAL SITUATION AND RESULTS ................................................................................................................................................... 67

20.1 Historical financial statement...................................................................................................................67 20.2 Financial information pro forma.............................................................................................................103 20.3 Consolidated accounts at 31 December 2007..........................................................................................103 20.4 Checking of the annual historical financial information...........;............................................................132 20.5 Intermediate financial information and other.........................................................................................135 20.6 Payment of dividends policy..................................................................................................................136 20.7 Judicial and arbitration procedures.........................................................................................................136 20.8 Significant change of the financial or commercial position...................................................................136

21 FURTHER INFORMATION.................................................................................................................... 137 21.1 Share capital ...........................................................................................................................................137 21.2 Deed of foundation and articles of incorporation.................................................................................142

22 MAJOR CONTRACTS ............................................................................................................................. 155 23 INFORMATION COMING FROM OUTSIDERS, EXPERT DECLARATIONS OR DECLARATIONS OF INTEREST......................................................................................................................................................... 156 24 DOCUMENTS OPEN TO PUBLIC INSPECTION ............................................................................... 157

24.1 Communication rights of the shareholders (Art. 32 of status)...............................................................157 24.2 Financial communication.......................................................................................................................157

25 INFORMATIONS ON THE CONTRIBUTIONS……………………………………………………….158 26 CONCORDANCE TABLE WITH THE ANNUAL FINANCIAL REPORT.........................................159 27 APPENDICE : MANAGEMENT REPORT..............................................................................................160

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1 RESPONSIBLE PERSON In application of Article 28 of Regulation (EC) No 809/2004 of 29 April 2004 related to the prospectus, the following pieces of information are included in the Reference document: ♦ The company’s consolidated accounts and the statutory auditors’ report on the consolidated accounts for financial year ended 31 December 2006, as described on pages 88 to 118 and 159 to 160 respectively of the reference document deposited with the Financial Markets Authority on 24 July 2007 under the number D.07-735. ♦ The social accounts of SQLI Inc and the statutory auditors’ general report on social accounts for financial year ended 31 December 2005, as described on pages 119 to 158 and 161 to 162 respectively of the reference document deposited with the Financial Markets Authority on 24 July 2007 under the number D. 07-735, ♦ The company’s consolidated accounts and the statutory auditors’ report on consolidated accounts for financial year ended 31 December 2005, as described on pages 80 to 116 and 152 to 154 respectively of the reference document deposited with the Financial Markets Authority on 13 July 2005 under the number D.06-729,

♦ The social accounts of SQLI Inc and the statutory auditors’ general report on social accounts for financial year ended 31 December 2005, as described on pages 117 to 151 and 155 to 156 respectively of the reference document deposited with the Financial Markets Authority on 13 July 2005 under the number D.06-729.

The pieces of information included in these two reference documents that differ from those above mentioned have, if necessary, been corrected and/or updated by new statements included in the present reference document.

The two reference documents given above are available on the company’s website, www.sqli.com, or on the Financial Markets Authority’s, www.amf-France.org.

1.1 PERSON RESPONSABLE FOR THE REFERENCE DOCUMENT Monsieur Yahya EL MIR Chairman of SQLI’s Executive Board.

1.2 RESPONSIBLE PERSON’S ATTESTATION “After having taken all reasonable measure to this end, I attest that the pieces of information presented in this reference document fairly reflect the current situation and I certify that no information likely to have a material impact on the interpretation of this document has been omitted. I attest that, to my knowledge, the accounts are drawn up in compliance with the applicable accountancy standards and reflect faithfully the capital, the financial situation and the result of the company and its consolidated firms. The management report presented page 156 includes a table showing the evolution of the activities, the results and the financial situation for both the company and its consolidated firms, as well as a description of the main risks and uncertainties they have to face.

The statutory auditors gave me a notice of completion of work that guarantees both the audit of the financial situation and the accounts presented in this reference document, and the reading of this very document.”

La Plaine Saint-Denis, 24 July 2007

Yahya EL MIR

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2 STATUTORY AUDITORS The table below shows the audit and counselling fees of the incumbent statutory auditors appointed by SQLI for 2007. Missions FIDUCIAIRE DE LA TOUR CONSTANTIN ASSOCIES

2007 2006 N en % N-1 en % 2007 2006 N en % N-1 en %

AUDIT

· Statutory auditors and certification of consolidated annual accounts

Issuer 74 750 € 74 750 €

Fully integrated subsidiaries 20 160 €

75 500 €

95% 73%

27 100 €

84 900 €

82% 70%

· Secondary missions 5 000 € 28 500 € (1) 5% 27% 22 100 € 37 220 € (1) 18% 30%

TOTAL 99 910 € 104 000 € 100% 100% 123 950 € 122 120 € 90%

OTHER SERVICES

· Others 21 600 € (1) 13 296 € (2) Legal, financial, social

17% 10%

TOTAL 99 910 € 104 000 € 100% 100% 123 950 € 135 416 € 100% 100%

(1) Missions of external contractual audit (2) Fees paid to the foreign partners of Constantin Associés for their counselling about the American subsidiary and the auditing of the Moroccan subsidiaries’ accounts.

2.1 INCUMBENT STATUTORY AUDITORS Fiduciaire de la Tour Represented by Monsieur Claude FIEU. 28, rue Ginoux 75015 Paris Statutory Auditors registered under number 2060 in the Paris Region’s list of Accountancy Firms and a member of « la Compagnie Régionale des Commissaires aux Comptes de Paris », a Paris-based Accounting and Auditing body.

First appointed: 30 July 1995. Mandate renewed on 15 June 2007. Mandate expiry date: mandate for six financial years which will expire following the Ordinary Shareholders’

Meeting called to assess the financial statements for the financial year ending 31 December 2012. Constantin Associés Represented by Monsieur Michel Bonhomme. 26, rue de Marignan 75008 Paris

First appointed: 21 March 2000. Mandate renewed on 15 June 2007 Mandate expiry date: mandate for six financial years which will expire following the Ordinary Shareholders’

Meeting called to assess the financial statements for the financial year ending 31 December 2011.

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2.2 AUXILIARY STATUTORY AUDITORS

Monsieur Dominique BEYER 40 bis, rue Boissière 75116 Paris First appointed: 30 July 1995. 28 February 2000, replacing Mr Jean-Marc Robinet, 53, rue Eugène Carrière,

75018 Paris, the former auxiliary auditor to the Company. This mandate was renewed on 15 June 2007 Mandate expiry date: mandate for six financial years to expire following the Ordinary General Shareholders'

Meeting called to assess the financial statements for the financial year ending 31 December 2012. Monsieur François-Xavier AMEYE 114, rue Marius Aufan 92532 Levallois-Perret Cedex First appointed: 21 March 2000, renewal of mandate on 16 June 2006. Mandate expiry date: mandate for six financial years to expire following the Ordinary General Shareholders'

Meeting called to assess the financial statements for financial year ended 31 December 2011.

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3 SELECTED FINANCIAL DATA En K€ IFR

3.1 2007: A NEW STAGE OF THE BUSINESS PLAN IS ACHIEVED

Turnover (in M€) Net Result (in M€) Equity capital (in M€)

45,8

59,3

91,1

115,4

0

20

40

60

80

100

120

2004 2005 2006 2007

1,6

2,5

6,5

5,3

0

1

2

3

4

5

6

7

2004 2005 2006 2007

6,8

23,5

33

45,8

0

10

20

30

40

50

2004 2005 2006 2007

In September 2005, SQLI displayed its business plan for 2006-2008. After a good performance in 2006 for the first stage of this plan (turnover of 90 M€, operating margin of 6%), the group carried on its expansion in 2007 (turnover of 115.4 M€ and operating margin of 7.2%). The company experienced a real change of dimension during the last years: the turnover has has been multiplied by 2.5 since 2004, the net result has been multiplied by 3.3 in three years and the Equity capital has been multiplied by 6.7. SQLI perfectly achieved the two first stages of its plan in 2006 and 2007 by increasing significantly its organic growth and by gathering uniting complementary firms on its project.

3.1.1 TURNOVER INCREASE OF 27% IN 2007

The consolidated revenues reached 115.4 M€ and grew by 27% since 2006. The group clearly increased its organic growth which reached 16% in 2007 (exceeding the objective of 15%) while

it reached 12% in 2006. The 6 companies or activities (Clear Value, Alcyonix, Iconeweb, Amphaz, Urbanys et Eozen) added in 2007

participated only for 9 M€ on the year results (41 M€ for a full year). All integrations have been done as expected and helped to develop new commercial, technical and administrative synergies. The group has started 2008 whith a proforma business volume exceeding 145 M€.

3.2 2007: HIGH IMPROVEMENT OF THE RESULTS 3.2.1 STRONG IMPROVEMENT OF THE CURRENT OPERATING RESULT

The current operating result increased by 47.4% to reach 8.3 M€ in 2007 after a 162% growth in 2006. The current operating margin reached 7.2% that is 1,0% more than in 2006. The operating result has a non

recurrent cost of 0.6 M€ already registered in the first half of the year and due to a commercial strategy negotiation. Without this cost, the current operating margin would reach 7.7% in 2007.

SQLI keeps improving its margin half year after half year: the group registered a 7.9% current operating margin for the second half of 2007, while it reached 6.4% in the first half of 2007 and 6.2% in 2006.

These results are due to the big improvement in the industrialisation of CMMI and offshore processes.

T x2,5NR x 3.3

EC x6,7

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3.2.2 THE NET PROFIT PER SHARE HAS MORE THAN DOUBLED DURING THE LAST TWO YEARS

The consolidated net result increased by 112% since 2004, to reach 5.3M€ in 2007. The decrease noticed in the last year (-17.8 %) is not significant since the group registered a non payable tax of

2.7M€ which accounts for the activation of the deficit taxes reports for last years in compliance with IFRS standards.

In K€ 2004 2005 2006 Variation 2006/2005

Turnover 45 776 59 344 91 148 54% Current operating result 1 782 2 153 5 649 162% Current operating margin 3,89% 3,60% 6,20% Non ordinary incomes and expenses 45 -688 Operating Result 1 827 1 465 5 649 285% Net financial debt -27 -48 -135 Taxes on result -166 1 146 1 019 Net result, group’s share 1600 2 501 6 452 158% Net margin 3,5% 4,20% 7,10% Net diluted profit per share (in cents of euros)

0,07 0,1 0,22 120%

3.3 BRIEF PRESENTATION OF THE MAIN FINANCIAL DATA 3.3.1 SIMPLIFIED CONSOLIDATED RESULTS ACCOUNTS

In K € 2005 2006 2007 Variation

2007/2006 Turnover 59 344 91 148 115 362 +27 % Current operating result 2 153 5 649 8 328 +47 %

Current operating margin 3,6 % 6,2 % 7,2 % Non ordinary incomes and expenses -688 223 Operating result 1 465 5 649 8 551 +51 % Net financial debt -48 -135 -458 Taxes on result 1 146 1 019 -2 668* Net result, group’s share 2 501 6 452 5 303 ns*

Net Margin 4,2 % 7,1 % 4,6 % Net diluted profit per share (in euro) 0,1 0,22 0,17 ns* * : The variation of the net result is not significant, since the group registered a non payable tax of 2.7M€ which accounts for the activation of the deficit taxes reports for last years in compliance with IFRS standards.

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3.3.2 SIMPLIFIED BALANCE SHEET

ASSETS (M€) 31/12/2006 31/12/2007 LIABILITIES (M€) 31/12/2006 31/12/2007 Goodwill 16,3 38,6 Equity capital 33,0 45,8 Fixed assets 4,3 7,0 Long term liabilities 4,1 12,3 Deferred fixed assets 2,3 0,3 Long term funds 0,7 0,8 Non current assets 22,8 45,9 Other non current liabilities 0,2 0,2 Deferred taxes liabilities* 0,1 0,2 Credits 43,4 66,9 Non current liabilities 5,0 13,5 Eligible deferred taxes 0,3 0,5 Short term liabilities 1,8 4,1 Cash positions & équivalents 9,3 8,7 Other debts 35,8 57,5

Eligible burden taxes* 0,0 0,8 Current assets 53,0 76,0 Short term funds 0,0 0,1 Current liabilities 37,7 62,6 Total Assets 75,8 121,9 Total liabilities 75,8 121,9 * The 2006 balance sheet has been modified in order to specify the deffered taxes and the elgibile deferred taxes ans burden taxes which had before been included in the categories « other credits » and « other debts » .

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4 RISK FACTORS

The company does not acknowledge any strategy or factor of a government economic, financial, monetary or political nature which could noticeably influence directly or indirectly the issuer’s operations.

The company is not in a position to assess the relative importance of the risks factors listed below. The order in which they are presented does not take account of their importance. When it is possible to estimate quantitatively the risks, or when measures have been taken to ensure the supervising and watching of these risks, these procedures are mentioned in the following paragraphs. The company assessed the potential risks and maintains that there are no other existing risks than those presented thereafter.

4.1 LIQUIDITY RISKS

The direction reckons liquidity risk is weak because of the following facts:

The financial structure of the company is healthy : the consolidated equity capital amounts to 45.8 M€ and the available funds to 8.7 M € (financial debt non included) at 31 December 2007 (whereas the Equity capital amounted to 33 M € and the available funds to 9.3 M € at the end of 2006)

The financial debt at 31 December 2006, amounting to 16.3M€ , includes:

A 4,5M€ medium-term loan repayable over a period of 4 years contracted in October 2005 with a bank pool for the acquisition of Aston securities

a 1,3 M € loan contracted in December 2006 with a banking pool for the refinancing of Procea acquisitions and Inlog goodwill

an authorised credit line reaching a maximum of 17.2 M€ contracted with a banking pool in June and December 2007

This credit line is aimed at refinancing the acquisition of Alcyonix, Iconeweb, Clear Value and Eozen as well as other future external growth operations. The fund-raising was done in June 2007 for 5200 K€ and in December 2007 for 7 427 K€. The surplus of 4 573 K€ is payable before the 31 July 2008. The credit line is guaranteed by the share pledge of Alcyonix, Iconeweb, Clear Value and Eozen, the goodwill pledge of SQLI for 1.4 M €, as well as by a delegation of profit from liabilities guarantees granted by the sellers and a delegation of the keyman insurance contract. This loan includes a certain number of covenants and financial ratios exposed below. At 31 December 2007, the group has respected these covenants and ratios.

Year (12 months) ending at:

Consolidated net financial debt/ / EBITDA ratio less than:

Consolidated free cash flow / Consolidated debt service ratio more

than :

Financial debt/ share equity ratio

less than : 31/12/2008 1,5 1 0,8 31/12/2009 1 1 0,5 31/12/2010 1 1 0,5 31/12/2011 1 1 0,5 31/12/2012 1 1 0,5

The company has a factoring capacity of 21 M € at the end of December 2007, The company benefits from short-term credit lines of 2 M€ in the form of an overdraft, and of 4 573 K€ in the

form of a possible withdrawal from the 17.2 M€ granted by the banking pool.

The 4.5M€ medium-term loan contracted by the company in October 2005 has a collectability clause anticipated in case of failure to reach the following ratios:

Net Financial Debts/GOS < 1 for the entire credit period (consolidated basis) Free Cash-Flow/ debt service > 1 ;

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CIF > 2 M€ ; Medium and long term Debt/shareholders' equity and quasi own funds < 1.

The following transactions, if done without the lenders’ provisional authorization, could also lead to the anticipated collectability of the loan:

The Investments higher than 1M€ a year; External growth transactions amounting to more than 0.5 M€ a year. By way of an exception, the lenders’

provisional authorization is not required for external growth transactions that had been financed for at least 40% by a capital increase (cash or in kind) and whose cash price given for the part exceeding the capital increase is lower or equal to 3,5 M€.

All the covenants are fully respected by SQLI company. The chart below presents the company’s net financial debt at 31 December 2007

Net Financial Debt at 31 December 2006 In K€ A. Revenues 3 492 B. Equivalent tools 5 209 C. Investment securities D. Liquid assets (A+B+C) 8 701 E. Short-term financial receivables F. Sort-term banking debts 164 G. Less-than-a-year-share of mid-term and long-term debts 3 828 H. Other short-term financial debts (*) 114 I. Short-term financial debts (F+G+H) 4 106 -J. Short-term net financial debt (I-E-D) -4 595 K. Banking loans of more than one year 11 863 L. issued bonds M. Other loans of more than one year 405 N. Net financial debt tat mid-term and long term (K+L+M) 12 268 O. Net Financial Debt (J+N) 7 673

The invoicing depends on a seasonal fluctuation according to the number of working days in the month, and a year fluctuation in December related to the closing of the customers’ annual budgets. Regarding costs, there is a peak in costs on the first day of every half-year term related to pension and insurance periodic rents and costs.

4.2 MARKET-RELATED RISKS (INTEREST RATES, EXCHANGE RATES, SHARES AND LOANS)

4.2.1 EXCHANGE RISKS

To refer to the appendix VII “Further information on the balance sheet and the result account” of SQLI 2007 consolidated accounts; and more specifically to paragraph 27 of this appendix named “currency rates and exchange risk exposure”.

4.2.2. INTEREST RATES RISKS

To refer to the appendix VII “Further information on the balance sheet and the result account” of SQLI 2007 consolidated accounts; and more specifically to paragraph 19 of this appendix named “ derivative instruments related to the interest rate risk”.

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4.3 BUSINESS RELATED RISKS 4.3.1 CUSTOMER RISKS

While expanding its activity, SQLI tries carefully to keep both diversified customers (1628 active customers) and diversified business fields related to the company, in order to limit the concentration risk on a restricted number of customers. In 2007, the importance of main SQLI customers was as follows:

The first customer (Airbus) accounted for 4.5% of the consolidated turnover ;

The first 5 customers accounted for 19.5% of the consolidated turnover;

The first 10 customers accounted for 31.5% of the consolidated turnover.

The company resorts to a factoring company (credit insurance, reflection, conflicts) on the main part of its business in France. Furthermore, since the group works only for major accounts, the insolvency risk is limited.

Finally, the credit management and collection procedures that have been set allow the company to control the customer risk (advance check of the prospects solvency, monitoring outstanding invoices, follow-up on customer payment periods, customer reminders and legal proceedings). The risks related to the execution of package projects will be presented at paragraph 4.4 below.

4.3.2 SUPPLIERS RELATED RISKS

The first supplier accounts for 10.1% in SQLI purchases. The first 5 suppliers account for 27.8% in SQLI purchases. The first 10 suppliers account for 37.4% in SQLI purchases. The share made by the group with its subcontractor’s accounts for 6.2% of the turnover.

4.3.3 COMPETITION RISKS

SQLI Group reckons that the competition in the sector will intensify as the current players have become consolidated, as new Foreign Service providers have entered the market and as customer quality requirements are increasing.

But competition still remains sharp. SQLI intends to strengthen its competitive positions by industrialising its trade approach: with CMM-I, the solution approach and the offshore sector, SQLI has gained some real competitive advantages. SQLI also benefits from an increasingly strong position on the specialized market, thanks to its strong organic growth and its recent acquisitions.

4.3.4 KEY PERSONS RISKS The direction thinks that the risk of having key persons leaving is weak because SQLI Group is organised into profit centres governed by a manager, who freely runs the centre. These responsibility and freedom for operations mean that managers are heavily involved in the running of the company, creating synergies between various profit centres (commercial synergies and skills….). This organisation favours long term managerial commitment and a network organisation, by relying on other members of the group to reinforce the notion of true team. The group management checks that managers pay attention to detecting talented employees and to their career progress, so as to have potential managers available. To reinforce this cohesion, managers are involved in the capital of SQLI group. Effectively, the management team and key staff members benefit from important benefits and incentives scheme (BSPCE or stock-options).

4.3.5 TECHNOLOGY RISKS

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SQLI Group operates in an environment where technology change is particularly fast moving. Ever since its creation, the group has focused on helping its customers to take benefit from this technology. SQLI group has always been a precursor when it comes to adaptation and integration of new technologies. The move from the client/server model to the Internet in 1995 and the positioning of the Group on the Open Source model in 2000 are two good illustrations of the ability of SQLI group to use the technology changes. Although SQLI group cannot guarantee that it will always be able to quickly identify and build up knowledge for every change in technology, this ability is part of the company culture and constitutes one of its strong points.

4.3.6 RISKS RELATED TO THE EXTERNAL GROWTH POLICY

SQLI carried out three external growth operations in 2005 (LNET, ASTON and SYSDEO), two in 2006 (PROCEA and INLOG) and three in 2007 (CLEAR VALUE, ALCYONIX, INCONEWEB). This external growth strategy established by the group involves some risks. Even if these risks are hardly measurable, SQLI thinks that the risk of goodwill depreciation will exist (amounting to 16M € at the end of 2006) if the profitability does not reach the expected amount. Integration difficulties: It is considered as the major risk by the company’s managers all the more since the group tends to favour a strong degree of integration of acquired companies, in order to boost the development of commercial, technical and administrative synergies. For each future acquisition the company’s management carefully assesses the risk factors of an integration failure in order to complete the operations without guaranteeing the success of the integration. Today, the managers believe there are no specific failures regarding the integration of the recent acquisitions. Key men leaving: When the acquired companies’ managers or shareholders are considered as essential in the cooperation success, there are asked by SQLI to commit themselves to remaining in the group for at least two to three years after the acquisition. However, this commitment is not considered as essential when the only goal of these managers is to reach the price supplement objective. If SQLI is covered by the commitments subscribed, the company does not have any legal resort to secure the employees’ services. The risk can be important (in theory, SQLI could lose up to 100% of the staff and thus of the purchased companies). Until today the company hasn’t registered any difference between the manpower rotation of the purchased companies and that of SQLI. Partners leaving: Since SQLI is a services firm, its partners represent its real potential manpower. The integration of new partners in the group is thus carefully followed, and the harmonisation of working conditions is generally favourably considered. The change of working places can also create difficulties. However as most partners work in the customer offices, the headquarters move does not modify their main workplace. The announcement of the companies merger can also lead to a questioning period for some partners, and lead to a departure from the group because of the current market situation. Customer loss: SQLI group, the acquired companies and the targeted companies mostly work for major accounts. For a few years these customers have carried out an active referencing policy aiming to reduce the number of service providers. These acquisitions have thus been positively considered both by the customers of SQLI and by those of recently acquired companies, as they take part in the sector consolidation wanted by the major accounts. Today, SQLI does not register any loss of major customers related to recent acquisitions. Emergence or detection of conflicts: Even if the group carries out judicial, tax, accounting and operating due diligences on external growth transactions in order to finalize definitive agreements, an uncertainty still remains about the existence of conflicts that would not have been mentioned or translated in the accounts. The agreements relating to the acquisitions provide consequently the conventional assets and liabilities guarantees as well as the mode of paying them if they are invoked. The managers consider there is no existing conflict involving one or more of the companies purchased during 2005, 2006, except for a exceeding project of PROCEA for which the transferors have given SQLI 200K€ in compensation for the guarantee. Difference on expected results and price supplements (Earn out) : A clause allowing the payment of a price supplement if the objective expected have been met is usually inserted in the protocols of agreement related to firm acquisitions.

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Price supplements related to the objectives of turnover and margin have been decided in agreement with the transferors for the acquisitions made in 2007: IconeWeb, Urbanys, Amphaz, Clear Value, Alcyonix and Eozen. . According to the managers, there is no existing substantial difference on the results likely to have an effect on the price supplement which will be paid for IconeWeb, Urbanys, Amphaz, Clear Value, Alcyonix and Eozen. .

4.4 LEGAL RISK The SQLI Group is not subject to any particular regulatory body. More than half of the company’s business is carried out through fixed price contracts with outcome obligation (45% of the pro forma consolidated revenues). Even if the group has contract management experience for this type of contract and rarely suffers excesses, the outcome obligation resulting from these commitments can involve significant risks. To limit the range of these commitments, the company, for the majority of contracts, ensures that it: obtains a contractual penalty ceiling for late payment commits to carrying out its deliveries in conformance with the detailed specifications established by its

needs on the basis of the reference terms prepared by customers limits its responsibility in the amount of the contract or the ceiling covered by its third party insurance

SQLI SL is not integrated in the consolidated accounts of the SQLI group as its non significant nature does not imply any contractual obligation or any particular risk for the group. There is no existing government, legal or arbitrary measure, including every procedure known by the company, which is on hold or threatening the company, and which is likely to have or to have had an effect on the financial situation and the profitability of the company or the group during last 13 months.

4.4.1 REGULATION There is no specific regulation applicable to the group and its activities.

4.4.2 ENVIRONMENT RISKS

SQLI did not acknowledge any specific risk related to its activity in the industrial or environment fields, especially regarding the natural resources consumption (water, energy), the rejections in the water, the air or the soil… Consequently, no funds or guarantee against environment risks have been created. Given the nature of the group activity, no specific impact on the company’s close environment, whether good or bad, has been witnessed. In particular, the company business does not have any significant influence on the local economic development.

4.4.3 CURRENT CONFLICTS

SQLI Morocco was submitted to a tax inspection from the Moroccan tax authorities related to years 2002 to 2006. On 5 March 2008, the company has thus been notified with a few tax adjustment grounds for a total of 319 K€, related to the formal aspects of some deducting charges. The company opposed these adjustments considering them irrelevant. Without prejudice to the conclusions of the appeal brought, the company thinks that the settlement of this procedure won’t have any major impact on its results and its financial situation. No provision was then registered on this ground.

4.4.4 INSURANCE RISKS

The SQLI Group has adequate professional risk cover and is not currently implicated in any conflict related to activities not covered by its insurance policies. Risks relating to losses due to contact termination or late payment

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penalties not covered by third party insurance are covered by provisions for risks and costs in the company's accounts. The SQLI Group has a third party insurance policy with AXA company which covers any damages caused by third parties to its activities up to a maximum amount: - per accident of 7,500,000€ - per accident and year of insurance of 10,000,000€ The third party liability of the company’s representatives relating to the exercising of their mandate is covered by an insurance policy with AXA. The guarantee amounts to 10,000,000. The business loss risk is a major risk for which the company is not covered and whose management is ensured by the company itself.

Key man insurances for the Chairman of the Executive Board amounting to 1,100,000€ and 3,057,000€ have been subscribed in favour of the company. If levied, the money would be allocated to the anticipated reimbursement of the bank loans.

Table of main insurance policies in 2007

Type of risk Compagny Annual cost Extent of coverage Professional multi-risk AXA 32 K € Fire, explosion, theft, additional cost

Professional Third Party liability

AXA 0,106% of the Turnover

Operating legal liability ceiling of 7500K€ per accident Legal liability for product with ceiling of 10,000K€ per accident and per insurance year

Corporate officers and manager’s responsibilities

AXA 25 K € Fault of oversight on behalf of managers, guarantee of 10,000K€ per accident

Car fleet AXA 140 K € All Professional travelling risks

The total amount of insurance premiums paid in 2007 amounts to 207 K€.

4.4.5 DEPENDENCE UPON PATENTS AND LICENCES

SQLI does not have any dependence on patents or licences essential for its activity. The Group’s main brands (SQLI, TEchmetrix, Interligo) are protected in Europe and in the United States. All the brands belong to SQLI. There is no element owned by the company’s managers or their families. All legal forms of protection of the trademarks, domain names and the copyright have been carried out to the benefit of SQLI or its subsidiaries.

SQLI and its subsidiaries benefit from the copyright protection, enforced by the law of 3 July 1985, on all their software solutions and training aids. Major works have been deposited with a bailiff or with specialized depositories.

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5 INFORMATION ABOUT THE ISSUER

5.1 HISTORY AND EVOLUTION OF THE COMPANY

5.1.1 CORPORATE NAME AND TRADE NAME OF THE COMPANY

The company name is « SQLI »

5.1.2 LOCATION AND REGISTRATION NUMBER OF THE COMPANY

SQLI is registered in the Bobigny Commercial Register under number 353 861 909.

5.1.3 DATE OF INCORPORATION AND DURATION OF THE COMPANY 5.1.3.1 Date of incorporation SQLI was incorporated on 22 March 1990. 5.1.3.2 Legal duration (article 5) The legal duration of the Company is fixed at 99 years as from 22 March 1990, unless it is prolonged or dissolved beforehand in accordance with the Company’s articles of incorporation

5.1.4 HEADQUARTERS, LEGAL FORM AND LEGAL PROCEDURES OF THE COMPANY

5.1.4.1 Headquarters (article 4) Immeuble Le Pressensé 268, avenue du Président Wilson 93210 La Plaine-Saint-Denis Phone number: +33 (0)1 55 93 26 00 5.1.4.2 Legal form and legal procedures (article 1) SQLI is a corporation (a French "Société Anonyme"), with an Executive Board ("directoire") and a Supervisory Board ("conseil de surveillance"), under French law. It is subject to the requirements of the French Commercial Code (Code de Commerce).

5.1.5 MAJOR EVENTS IN THE DEVELOPMENT OF THE COMPANY’S ACTIVITIES

SQLI, created to accompany businesses in their use of new technologies, has specialised in realising new-generation information systems. Starting at the time of its creation in 1990, SQLI based its development on advanced technological expertise and on its intense policy of monitoring developments and R&D. The company recruits high-level engineers and experts in complex assignments, and invests large amounts in training. Strengthened by its expertise, SQLI has been able to anticipate all major computer trends and to determine their potential for the company's information system and performance.

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Being positioned on the most buoyant segments of the computer services market, SQLI keeps strengthening its leading position in e-business, SAP and Business projects and solutions.

5.1.5.1 1990 – 1995: The user-server years

Jean Rouveyrol and Alain Lefebvre created the company, focusing on the new technologies. Creation of a department of R&D and publication of comparative studies on the user-server development tools. 5.1.5.2 1995 - 1998: From user-server to the Internet

A shift is made towards Internet technologies, that help the R&D teams to resolve the problems of user-server application deployment (in 1995 the Internet is considered as the universal user-server). Creation of the « Web Agency ». Publication of an ergonomics guideline for Internet applications. Beginning of a regional development with the creation of an agency in Lyon 5.1.5.3 1999 - 2001 : Acceleration of the company’s development in order to reach the critical size Capital uplift thanks to the company’s initial public offering (listed on the new market in 2000). The company has more than 700 customers for a turnover of 45,3M€ in 2001. Purchase of Sudisim, Abcial, InVerso and Cari. Opening of a subsidiary in Switzerland. Development of the regional network (Toulouse, Bordeaux, Nantes…) 5.1.5.4 2002 - 2004: New board of directors and new development project The company’s founders form a new board of directors with an Executive board directed by Yahya El Mir. In order to meet the customers’ expectations « better, faster, and cheaper » SQLI launches the industrialization project with CMMI, which is the spearhead of the company’s strategy. The group obtains certification CMMI 2 in 2004. Industrialisation of the technical capitalization with CMMI in order to offer turnkey contracts. In 2003 is created IdeoPass the patient identity server, that will quickly be completed by a range of products in the health sector.

In 2003 is created an offshore development centre in Morocco. Totally owned by SQLI, the centre follows all methods and processes projected by the company.

5.1.5.5 2005 – Today: SQLI has become the leader of e-business projects The industrialization strategy is going on: all agencies have obtained CMMI level 3 certification in 2006. SQLI wants to reach CMMI level 5 before 2008. The range of turnkey products has improved with Ideoproject, a management and project regulation tool (result of the experience gained with CMMI). With the acquisition of Iconeweb in 2007, the range gains new job solutions for the real estate sector and in particular a promising e-data room product. With the purchase of Lnet Multimédia, Aston and Sysdeo in 2005, PROCEA and Inlog’s hospital assets in 2006, Clear Value, Alcyonix, Iconeweb, Amphaz goodwill, IconeWeb, Urbanys and Eozen in 2007, SQLI confirms his leading position in e-business sector in France; 1500 associates pool their assessments to help customers transform their information systems thanks to new technologies. To continue its development, SQLI decided to focus its efforts on:

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Strengthening its e-business company status by continuing to broaden the range of intervention so as to offer its customers a complete accompaniment while maintaining the depth of its expert skills and offering high-value added.

Developing a customer-centred sales organisation to benefit from the sole agency network for a specialised company in innovation (geographical proximity) and to accompany it over time with all of the group services. Carrying out CMM business program in 2007 should help improving the quality of the commercial relationship management.

Le développement d'une organisation commerciale centrée sur le client pour profiter du réseau d'agence unique pour une société spécialisée dans l'innovation (proximité géographique) et l'accompagner dans la durée avec l'ensemble des prestations du groupe. La mise en place du programme business CMM au cours de l’exercice 2007 a contribué à améliorer la qualité de la gestion de la relation commerciale.

Continuing to carry out of a service industrialisation strategy combining: o Total control of the sotftware development process (CMM-I approach). The acquisition of Alcyonix in

2007 helps reinforce SQLI offer (support and tools) ) throughout high quality advice, and authorization for CMMI certification. (SEI partner)

o Offshore development centre (meant to cut production costs). The subsidiaries in Morocco have 130 employees in June 2007 and should keep on increasing their staff. The construction of an offshore center on Mohamed 1er university campus in Oujda is planned for 2007 in order to accelerate the development.

o Turnkey software solutions (Solutions programme). SQLI keeps on building its solutions portfolio: local authorities, health care, (reinforced by Inlog hospital activity in 2006), Ideoproject (SQLI program used to implement CMMI), company estate with the acquisition of Iconeweb.

o Developing commercial, job and administrative synergies with the companies purchased in 2005. o Accelerating the company development with external growth operations targeted on firms able to

reinforce the range of e-business competences, the catalogue of software solutions, or the regional establishment. o The development of an e o The development of an expertise around SAP (through the acquisition of Eozen and Clear Value). SQLI is

becoming a major actor of SAP support in Europe and covers all the demands of the major accounts.

5.2 INVESTMENTS 5.2.1 DESCRIPTION OF SQLI’S MAJOR INVESTMENTS DURING THE LAST THREE YEARS Excepted the external growth operations carried out in 2005, the group did not make any major investment during the last three years. The production equipment mainly consists in premises taken out on commercial lease, computer hardware, and hired vehicles, and does not require any investment from the company.

5.2.1.1 EXTERNAL GROWTH OPERATIONS CARRIED OUT IN 2005

LNET Multimédia Company became associated with SQLI after having been put in receivership in October 2004. Supported by SQLI, LNET administrators suggested a continuation plan that was accepted by the Commercial Court of Nantes on 16 March 2005. Within the framework of this plan SQLI purchased for 6 euros all the shares of LNET and recapitalized the company up to 200K€. The goodwill of 494 K€ represents the difference between the purchase price of the securities of SARL LNET Multimédia, LNET Morocco and IROKO.net, and their net assets ended 28 February 2005 on the basis of IAS/IFRS standards. Given the net result of 154K€ performed by LNET in 2005 and 189K€ in 2006, this external growth operation is already a financial success. Lnet Morocco and SQLI Morocco merged in 2007 in order to make the local administration easier. Lnet Multimedia is in charge of the whole R&D open source for the group. This explains why the net results amounts to –204 k€. A transfer of the R&D from Lnet Multimedia to SQLI is planned for 2008. Aston has been purchased in cash for 50% of its securities, i.e. 774,149 securities at a price of 3.994€ per share; the 50% remaining have been given in kind and paid with SQLI securities according to the exchange rate of 2 SQLI shares for 1 ASTON share. The transfers in cash and in kind have been made between 29 July 2005 and 7 November 2005. The final price of 8,942 K€ contains a price supplement of 2,339 K€ calculated in relation to the 2005 results obtained by ASTON and that was due on 31 December 2005. This price supplement has been paid in April 2006, and consisted in 1.459K€ in cash and 434.953 SQLI shares in kind.

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The acquisition charges have been integrated in the purchasing costs for 282K€. During ASTON entry in the group’s perimeter on 1st November 2005 a goodwill of 10,037K€ representing the difference between the acquisition value of Aston securities and its net assets on 31 October 2005 on the basis of IAS/IFRS standard has been recorded. This goodwill has been slightly diminished at the end of 2006 reaching 9.954K€. The economies of scale related to the move of Aston teams in SQLI premises in Paris, Lyon and Toulouse, to the steering groups, to the cut of administrative staff should result in a saving of 1.5M€ per year from 2006. Moreover, Aston Education activity which was in deficit left the group sphere on 31 October 2005. From 1st January 2006, Aston activity has been transferred to SQLI throughout a management lease contract that allowed a total operational merger of the team. Aston is by now structurally in benefit: the company does not bear any operating charges and gets the management lease fees from SQLI.

Aston has been consolidated since 1st November 2005. Aston company has been dissolved in 2007, by consequence of a universal transfer of assets. Sysdeo has been purchased in application of the protocol provisions signed on 9 November 2005: 60% of securities that is 60,502 securities have been purchased in cash for 39.27 euros per share, and the 40% remaining securities have been given in kind and paid with SQLI securities according to the exchange rate of 17.45 SQLI shares for 1 Sysdeo share. The acquisition charges have been integrated in the purchasing costs for 235 KE. The final price of 4,915 KE contains a price supplement of 720 KE calculated in relation to the 2005 results obtained by Sysdeo. This price supplement has been paid in April 2006 for the amount of 431K€ in cash and 127.983 SQLI shares in kind in June 2006. The goodwill amounts to 4.282K€ and the net result at the end of 2006 to 186K€. Sysdeo has been consolidated since 1st November 2005. The lease of Sysdeo came to terms at 1st January 2007. The company has then been dissolved by consequence of a universal transfer of assets.

5.2.1.2 EXTERNAL GROWTH OPERATIONS MADE IN 2006

PROCEA was purchased on 10th August 2006 and consolidated from 1st July 2006. 5°% of the shares i.e. 1250 shares have been purchased in cash for 560€ per share and 1250 shares in kind paid with 273.435 SQLI shares according to a share ratio of 218, 75 SQLI shares for one PROCEA share.

The acquisition charges have been integrated in the acquisition price for 128k€.

The guarantors agreed to give SQLI 200K€ deducted from the acquisition charges as a compensation for the commitments subscribed for the assets and liabilities guarantee. According to PROCEA results in 2007, a price supplement amounting to 600K€ at the most will be able to give rise to a payment from SQLI. The temporary acquisition price amounts to 1.327K€, the goodwill to 1438K€. Procea company has been dissolved in 2007, by consequence of a universal transfer of assets.

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Inlog hospital assets have been purchased on 26th October 2006 and have been integrated on 1st October 2006 (date of entry in SQLI’s perimeter) for the following values: - Vigilink/Jurilink businesses assessed at 280K€ and paid in cash - Image Pharma business assessed at 720K€ and paid in cash for 220K€ and in kind for 500K€ trough the issue of 190.114 SQLI shares. A price supplement for Image Pharma licences until of June 2007 has been paid at 28 September 2007 by SQLI. This price supplement amounted to 104 K€ under deduction of the issue cost of 10K€, charged on the issue premium.

The acquisition costs amount to 153K€.

5.2.1.3 EXTERNAL GROWTH OPERATIONS MADE IN 2007

The group CLEAR VALUE consists in CLEAR VALUE based in Paris and its subsidiaries (owned at 100%), APPIA CONSULTING, a company whose headquarters are located in Paris, and CLEAR VISION INTERNATIONAL, a company incorporated in Luxembourg, which owns 100% of CLEAR VISION capital. This group has developed an advanced expertise on SAP solutions in the three sectors of the SRM (relationship with the supplier), the CRM (relationship with the customer) and FSCM (electronic invoicing). The group has been purchased according to the procedure signed on 15 December 2006, modified by additional clauses on 31 January 2007. The fixed share of the acquisition price amounts to 6.016K€, 189.040 Clear Value’s shares (22% of Clear Value shares) have been paid in cash for 1.324K€; 670.235 Clear Value (78% of the capital’s shares) have been given in kind and paid by the issue of: - 1 116 633 SQLI’s ordinary ABSA, divided for the need of the price supplement in 955 221 shares category A allowing to the subscription of ordinary shares (ABSA A) and in 161 412 shares category B allowing to the subscription of ordinary shares (ABSA B). - 621 311 SQLI’s ordinary shares 1.737.944 new SQLI shares according to the exchange rate of 2,593 SQLI share for one Clear Value share. A price supplement amounting at the most to 1.000K€ (22% in cash and 78% in SQLI new shares at the current value) will possibly lead to a payment from SQLI if the result objectives for 2007 are reached. According to the information currently available, the price supplement is totally owed to the founders. The group’s activity focuses on advices for SAP architectures especially for new open tools on the internet. In 2007, the combined turnover reached 5 975 K€ for a combined net profit of 860 K€. The company has 46 employees. The acquisition costs amounted to 95 K€. Clear Value has been consolidated from 1st January 2007. Alcyonix group (which consists in Alcyonix Inc in Canada and Alcyonix France SARL) has been purchased on 30 April 2007. The group activity focuses on advices and certification with CMMI, Capability Maturity Model Integration. The acquisition of 100% of the two companies’ capitals has been paid in cash for 1.053K€. A price supplement of 187K€ will be possibly given if the objectives for 2007 are reached. It WILL be paid before the 30 June 2008. The consolidated turnover for 2007 amounted to 1 812 K€ for a net consolidated profit of 33 K€. The group has 9 employees. The acquisition costs (legal fees, registration fees..) related to this acquisition amount to 89 K€.

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This acquisition will be consolidated from 1st May 2007. Its contribution to SQLI results amounts to a profit of 120 K€. Iconeweb Group (which consists in Iconeweb multimedia SAS and its subsidiary Iconeweb Maroc) has been purchased on 31 May 2007. The group’s activity focuses on the conception and selling of company estate solutions (websites dedicated to the promotion of building complexes, electronic e-data room..). The acquisition of 100% of the two companies’ capitals has been paid in cash for an amount of 3.115K€. A price supplement amounting up to 435K€ (and at the most 565K€ if the objectives are surpassed) will possibly be paid according to the turnover and the margin in 2007 and 2008. In 2007, no price supplement has been registered as the conditions have not been fulfilled. The acquisition costs (legal fees, audit, contribution commissioner, business contributor, registration fees..) related to this acquisition amount to 41 K€. The group’s turnover reached 1 785K€ in 2007 for a net result in deficit of 292K€. The company has 35 employees. This acquisition has been consolidated on 1st June 2007. Its contribution to SQLI results is a loss of 330K€. URBANYS group. SQLI took control of URBANYS company. Based in Suresnes, URBANYS has developed a complete consulting offer going from consulting in architecture and governance of the information system MOAP aiming at improving the performance of information systems in order to match the jobs and economy objectives of the company. Operating in France and in Luxembourg, URBANYS is also famous for its consulting offer on the accompaniment for processing improvement related to the referentials CMMI, ISO, 9001, ITIL, COBIT… This acquisition has been made according to the procedure signed on 23 November207. 8 890 shares, that is 100% of the capital, have been purchased in cash for a fixed price of 2000K€. According to the procedure, a price supplement of at the most 600K will be possibly paid from SQLI if the turnover growth objectives are reached for 2008 and 2009 (subject to certain result levels). The acquisition costs (legal fees, registration fees…) related to this acquisition amount to 129K€. The company’s turnover amounted to 2 875K€ in 2007 and the net result to a profit of 190K€. It has 20 employees. URBANYS and its subsidiary, the company EASYLINK (owned for 99.2% from URBANYS) were consolidated on 1st December 2007. There contribution to SQLI results amounts to a profit of 26K€. The assets of Amphaz company, subsidiary of Altitude have been purchased on 16 November 2007, and take effect on 30 November 2007 (date of integration in the group). Created in 2000 , Amphaz is specialised in consulting and integration of databases and decision making tools. It thus performed the integration of Business Object solutions for more than 1000 clients since the beginning. Amphaz has been primed in 2007 by Business Object for the best progress in 2006. The company relies today on 75 partners, located in Paris, Toulouse and Rouen. With this acquisition, SQLI has strengthened its Business Intelligence department, Which is now made of 150 people offering a complete offer for various types of customers. The price of the acquisition is made as follows:

Goodwill acquisition price 1 500 K€ Price adjustment on the basis of 0.35 times the turnover amount in 2007 535 K€ Value of tangible assets 133 K€ Acquisition fees 78 K€ Total 2 246 K€

The acquisition costs amount to 78K€.

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Eozen group is made of Eozen Belgium, a limited company under Belgian law, of EOZEN, a limited company under Luxembourg law which owns 100% of EOZEN France’s capital, and of EOZEN SINGAPOR. SQLI made an acquisition of majority holding (51%) of Eozen with an agreement signed on 19 December 2007, and integrated Eozen company on 31 December 2007. EOZEN is a top-end consulting firm dealing with all types of SAP offers, with a strong competence in the retail sale industry, the media and the energy distribution. EOZEN is one of the 4 major members of SAP Council in Benelux. Eozen’s imports value amounts to 15.2 M€ for 100% of capital and vote rights. This acquisition price is equal to 0.7 times the amount of Eozen 2007 turnover that is 21.8M€. The acquisition of 51% of both companies’ capitals has been made in cash for an amount of 7.8M€. The takeover of the remaining 49% will be done before 30 June 2008 through a payment in kind of the minority holders’ shares with the attribution of SQLI securities for the price firm part, and with the issue of equity-warrant securities for the price variable part. According to the agreement, Eozen acquisition price was set on the basis of a minimum of 0.7 times until a maximum of 1.2 times the consolidated revenues amount for 2007. The final rate will be set according to the EBIT growth rate and the consolidated revenues for 2008 and 2009 made by the group CLEAR VALUE and EOZEN together inside SQLI group.

5.2.2 DESCRIPTION OF MAJOR CURRENT INVESTMENTS SQLI wants to start the building of an offshore platform on Mohammed 1er university’s technology campus in Oujda. The university would provide the site for free and SQLI would have to finance the construction of a building for an amount of 500K€ for a first site of 1500M2 on average.

5.2.3 DESCRIPTION OF MAJOR FUTURE INVESTMENTS After three years of intensive acquisition policy towards value-added companies, SQI external growth policy should now slow down in order to consolidate its position. However SQLI doesn’t exclude to make new acquisitions in case of interesting propositions being offered. The presentation of the new three years plan will be done in the fall and should give more indications about the company’s future strategy.

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6 GENERAL SURVEY OF THE COMPANY ACTIVITIES

6.1 MAIN ACTIVITIES 6.1.1 JOBS AND CUSTOMERS

6.1.1.1 Jobs SQLI focuses its activity on e-business projects, which consist in all the projects in connection with the information systems integrating the use of internet technologies. As Architects of e-business solutions, SQLI accompanies its customers on the basis of two main assignments:

Modernisation of the information system in order to make it more productive, more flexible and more agile to

be able to cope with the company’s strategic evolution. This modernisation mainly relies on the integration of the internet technologies into the existing applications in order to upgrade the performance of the trade process;

The use of internet technologies to offer new web services in the objective to promote new marketing channels

(e-commerce websites), to improve the customer relations (customer portal), to boost the services offered to partners (extranet partners), to adapt the company communication (institutional websites and intranet communication…)

In order to help companies use internet technologies, SQLI offers a global accompaniment throughout the

entire project lifecycle: advisory services to help the customers make the good choices, the concrete fulfilment of these choices throughout integration and an accompaniment in the project deployment and the skill transfer.

UNDERSTANDING BUILDING ACCOMPANYING SI consulting

• Development of the SI (SOA, BPM, MCO, Mobility…) • Software factory and project industrialization • Project governance • SI indicators and pilots

Projects • Integration and specific developments • 100% ebusiness: Java/J2EE, Microsoft, OpenSource and NetWeaver SAP • 45% of package projects Quality approach: 100% CMMI 3

Skill Transfer •150 seminars and ebusiness lectures • eLearning and lessons • books, White Paper, Blogs • Publications in specialized medias

IdeoFactory IdeoProject IdeoPtima

OUR SOLUTIONS IdeoFactory IdeoProject IdeoPtima

e-business consulting • ebusiness services (CRM, SCM, BI, e-commerce…) • dematerialisation of the flows (FS, Extranet partners…) • Company portal and knowledge management •Communication sites

Web Agency • Visual identity (graphic design, brand image…) • Respect of the standards (Web 2.0, Rich media, accessibility…) • Front-office intuitive interface (usability, ergonomics, performance, user)

Qualification & monitoring • SI performance (audt, optimisation, architecture, reliability…) • Operational condition maintenance (TMA & MCO) • Functional validation (TRA) • Websites mastering

UNDERSTANDING BUILDING ACCOMPANYING

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Information system consulting SQLI helps computer departments improve performance of the company's Information System. To that end, SQLI offers a set of services necessary to the success of projects. SQLI consulting activity is based on the field experiment of its consultants. They offer an operational help based on their knowledge of the project management which they adapt to the company needs, in order to give the customers realistic solutions which combine technological expertise with operational pragmatism. Each consulting mission aims at identifying personalised solutions which integrate the constraints of the project with the information system components. SQLI consultants operate on the basis of a functional and sector-based expertise. Their knowledge of the job and their understanding of the stakes of the customer activity sector are the base of the consulting approach. SQLI consultants offer consulting in the three following fields: Technological SI consulting

By carrying a continuous watch policy, SQLI consultants assist the customer in their technology choices. They give advice on the architecture and technologies available in order to increase the performance and to consolidate the system with capitalizing the experience and optimising the investments at the same time. Assistance to set the architecture and the technology options: Analysis, choices and studies of scenarios, objectification of the choices. Architecture audits, technical audits: Carrying out of audits during the realisation phase or the takings phase in order to measure the performance of the customer’s system and applications. ( code quality, response time, etc.). Performance tests Adapt the customer’s technical architecture by being aware of its limits in order to anticipate its future evolution: SQLI performance tests aim at adapting the current and future needs of the customer’s activity with the real capacity of its architecture. SI decision consulting

Fully exploiting your data In a competitive and changing environment, it is important for the company to rely on accurate information allowing it to quickly take the good decisions at every level. The strategic exploitation of the data represents a complex process in front of the multiplication of information sources. Since 1995, SQLI has developed an advanced expertise and is accompanying its customers from the beginning to the end in the choice and the implementation of solutions which help make decisions. A both functional and operational approach Decision-making solutions are firstly based on a approach of functionality and job. In order to always bring a good answer, SQLI consultants focus on the users when they decide of the right expression and expectation approach. SQLI approach is based on a perfect appropriation of the customer functional stake. It includes: - an analysis of its demands in close collaboration with the General management, the Operational management and the computer management; - a help in the choice of architecture and solutions - the implementation of confirmed architecture The intervention sectors - Consolidation of the status and the management - Analytical CRM - Referential management - Guidance system: finance, HR, Marketing, purchases

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SI functional consulting Creation of a dialogue between technicians and users Beyond the technical feasibility, implementing a computer project demands the integration of mall the functional and organisation stakes of the company as well as the expectations of the users. This is the only condition which can allow the new technologies make the business easier and not more complicated. This is why SQLI accompany you through a operation mastering assistance. SQLI helps its customers define explicit and implicit needs for their users which correspond to the company’s cultural, technical and organisational knowledge. Organisation and modelling of the processes Dematerialising is the last step of a complex process. From clarification to formalisation, SQLI helps its customers through an approach which is totally focused on their partners and their activities. The conduct of change From the conception, SQLI integrates the customs, the culture and the resistance to changes of its partners trough a participative approach. SQLI has been carrying pedagogical and consciousness-raising actions as well as training actions to develop the project and make its integration easier. Marketing web ♦ SQLI helps in the conception of the customer e-marketing strategy and the positioning of its website. The

company puts up strong value-added services and animation plans in order to conquest and keep the customer’s targets.

E-business consulting

SQLI helps the functional departments offer new web services by making the company’s job processes evolve in the purpose of guaranteeing the return on investment of new web services. SQLI offers its customers: ♦ The creation of an e-commerce strategy consisting in e-commerce websites, optimisation of internet services

(e-mailing, multi channel dispositive system, services traffic analysis...); ♦ Complete services focused on the information communication to unite the company’s partners (company

portal, intranet...) and to strengthen the relation between the company and its targets (websites, institutional and events)

♦ Control of the key elements affecting the ergonomic performance of the trade applications: work station comfort and productivity, harmonisation of interfaces, observance of the W3C standards (HTML, accessibility…)…

♦ Know-how with respect to the tools and methods to be applied to control the users/customers targets and its competitive universe: competition watch, auditing, on line questionnaires, "focus groups", user tests…

Integration and projects

The integration of the new technologies into the customers’ information systems at the base of SQLI’s activities. The whole activity is based on a complete understanding of the customer’s activity, of its goals and burdens in order to help him implement reliable solutions which perfectly match the organisation and the values of its company. SQLI has a strict approach based on the anticipation of the customer’s needs in order to guarantee the continuity of the solutions. SQLI helps the project teams to materialise the recommendations made by SQLI consultants. 100% of its projects and missions rely on internet technologies. SQLI has a real ability to make projects succeed: with more than 50% of its turnover made without recourse, SQLI adopted a pragmatic project approach based on the CMM-I software quality model, that permits a commitment in time limits, budgets, and customer satisfaction in the projects carried out. The SQLI project teams can call on CMMI project management tools (IdeoProject), designed and developed by the SQLI teams in connection with integration of the CMMI model).

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Each integration project applies CMMI (Capability Maturity Integrated) standards. As a top-end software approach, CMMI brings a complete result guarantee on: - The collecting of explicit and implicit functional demands of the users - The respect of technical specifications during the whole project - The reliability of developed applications - The respect of costs and deadlines The types or know-how displayed by the project teams are the following: Project procedure adopted to the new technologies and centred around CMMI: management of requirements, certified project approach (CMMI, RUP, UML…), object/relational mapping (Castor, TopLink), risk analysis and management, internal project management tools (IdeoProject);

Quality of development by use of the market framework (Struts, JSF, Blue Martini…) or SQLI's framework (Bornéo, Interligo…)

Mastery of the main development environments: Java (J2EE, WebLogic, Websphere…), Microsoft (DNA, DotNet), Open Source tools (Php, Tomcat, Jonas…)

Integration of technical and applicative software solutions: EAI (Mercator, WebMethod, Seebeyond…), Portal (IBM WebSphere Portal, Oracle Portal, BEA WebLogic Portal, BEA Aqualogic User Interaction, Vignette Portal, Microsoft SharePoint…), Web Content Management (Microsoft Content Management Server , Tridion, Documentum…) ERP (SAP, Siebel, Peoplesoft…)

Decision-making solutions: ETL (Genio, Sunopsis, Datastage…), analytic reporting (Cognos, Business Object…)…

Creation and Web Design SQLI cares about the users’ satisfaction and about the conquest of new customers throughout an ergonomic interface, target-adapted contents and a differentiated brand image. SQLI offers its customers strong value-added web consulting in order to favour innovation, creativity and ROI through : a strategy of e-business positioning, an ergonomics performance consulting, a knowledge of the user, a generation of traffic as well as services of creation, conception, accompaniment and e-business training, marketing e-mail offer. In term of front office, that is the visible part of information systems and websites, SQLI has assessments and a know-how that helps to create intuitive user interfaces: ♦ Know-how with respect to the "usability" of the interfaces, emphasising intuitive navigation

(indicators…), speedy display (weight of the pages…), ergonomics of the functions (operating logic, effectiveness…), readability (organisation of the pages…), uniformity and stability (standards accounting…)

♦ Design of a new type of interfaces: rich interfaces (rich media, Flash…) and interfaces accessible to the greatest possible number of persons, and particularly the blind and persons with visual impairments (W3C accessibility)

♦ Definition and realisation of a strong visual identity: positioning (creative brief, brand positioning, design recommendation, definition of the creative concepts…), design realisation (graphic indications, graphic revamp, HTML and flash production, logotype creation, banners…)

♦ Accompaniment in editorial production: design (storyboard, heading indications…), definition of editorial tone, leadership of the editorial committee, content production…

Transfer of skill For 10 years now SQLI has been making its technological excellence available for training its customers' staffs. Our training courses are conceived and directed by SQLI consultants; consequently, the training approach is based on its consultants' expertise and field experience. Thus each training effort is directly related to business reality and places strong emphasis on feedback.

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The SQLI objective: combine excellence and pragmatism so that the trainees are fully operational at the end of the training programmes. The training offering is organised in the form of 5 training sectors stemming from the SQLI expertise:

« Strategy and assessment » : 32 lectures presenting the feedback on the urbanisation of the SI, SOA, J2EE

architecture, company portals, business intelligence, e-commerce...; « Projects »: 11 lessons presenting the know-how in term of e-business projects (CMMI), in term of modelling

(RUP), and in term of development quality (requirements, project control..); « Web » : 15 lessons on the front office standards (HTML, accessibility), on the content design (write for the

web, flash..) and the interfaces performance (ergonomics, usefulness, web trends..); « Microsoft .Net » in order to conceive and develop e-business applications with Microsoft; « Java/J2EE » : 22 lessons to develop with Java-J2EE (Eclipse, wsad, rad, J2EE, EJB…) and benefit from

SQLI assessment of Java (Struts, JSF, Spring, Hibernate…) and of application servers (websphere, Tomcat, Jboss, Jonas…).

These training programmes are flexible and adaptable: inter company and intra company training, seminars, complete courses or thematic breakfasts…

Qualification and monitoring The deployment of applications and architectures is an integral part of an e-business project. SQLI offers customers various types of services, whether of the validation/safeguarding type or of the upgrade type.

Hereafter are the services of the "validation/safeguarding" type:

Validation of technological architectures and of performance measurements before the application

deployment Validation of security architectures and break-in tests Optimisation of platforms and of the applications source code to upgrade performance.

Services of the "upgrade" type :

Turnkey management of your e-business projects based on applicative maintenance third party services that

are both remedial and adaptable, articulated around the CMMI model A set of services to improve the performance of our web services based on our « Web mastering » offering

to upgrade your web services and make them more dynamic: the « Site planning » to identify, anticipate, determine priorities and budget all on line communication and marketing operations as a function of events and news developments, "Site management" for carrying out all actions (design, editorial…) defined in the site planning, and Site Monitoring to analyse and determine the audience, make recommendations for improvement…

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6.1.1.2 CUSTOMERS Main references SQLI now has more than 1628 active customers in 2007 and operates almost solely on behalf of the major accounts and the large regional SME.

A FEW OF OUR CUSTOMERS, BY ACTIVITY SECTORS BANKING AND INSURANCE

AG2R, April, Aviva, BNP Paribas, Caisse d’Epargne, Crédit Agricole, CCF, CNP, COFACE, Groupama, GE Bank, Groupe Banque Populaire, MMA, Réunica, Société Générale…

INDUSTRY

Airbus, BMW, Essilor, Michelin, Nestlé, Philip Morris, PSA, Renault, Sanofi-Aventis…

SERVICES

Accor, Actif Plus, Amadeus, Bobst, Bureau Véritas, Compass Group, France Télévision, Mediapost, SITA…

ADMINISTRATION – PUBLIC SERVICES

Agence Française du Développement (AFD), ARH Franche-Comté, Conseil Général de la Moselle, Conseil Général des Hauts de Seine, EDF, Etat de Vaud, La Poste, MSA, SNCF...

DISTRIBUTION – TELECOM – TRANSPORT

Galeries Lafayette, Monoprix…

Changes in activity with main customers Following the fashion of the business sectors, SQLI is not dependent on any customer in particular as the table below demonstrates.

2003 2004 2005* 2006 2007

Revenues received from first 5 customers 23% 29% 20% 25% 20%

Revenues received from first 10 customers 39% 44% 33% 38% 32%

Revenues received from 20 first customers 51% 56% 46% 51% 45% *on the basis of the proforma turnover integrating Aston and Sysdéo acquisitions at 1st January 2005

In 2007, the percentage of major customers in the turnover has increased thanks to a good commercial synergy which has been developed between the various activity centres of the group. The turnover in absolute value made with main customers kept on increasing, demonstrating the recurrent nature of a part of the revenues. This trend is the fruit of a commercial approach focused on the customers, and of the improvement in customer satisfaction due to the quality of the services connected, in particular, with implementation of the CMMI approach. But this also results from the policy aimed at reducing the number of service providers followed by the major account customers.

The company carries out approximately half its projects on a fixed rate package for which the usual period varies from three months to one year. Technical assistance orders make up the other part of the business and currently have an average period of three months which is regularly renewed.

6.1.2 MAIN NEW PRODUCTS AND SERVICES LAUNCHED ON THE MARKET

Productivity and job solutions Thanks to an early awareness of the need to industrialize computer development, SQLI has been the first French SSII to adopt this quality process and to be officially evaluated. CMMO has been implemented since 2002 in the group. It includes 15 sites and 1500 partners. SQLI can then guarantee to its customers the best results and a top-end productivity.

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SQLI CMMI projects established the know-how capitalization. This approach, combined with a range of projects made without recourse helped SQLI to acquire a set of solutions. These solutions have two purposes: either improve the teams productivity in order to carry out e-business projects, or offer turnkey solutions to deal with a recurrent functional problem. These solutions rely on a global accompaniment: from the consultants mastering the customer’s trade upstream, to the concrete creation of turnkey solutions and its maintenance downstream. SQLI offers various productivity solutions: IdeoProject is a project management solution, born form CMMI deployment. This solution is made of all the

tools used by SQLI teams in the realisation of e-business project. IdeoProject covers all the steps of the project lifecycle: requirement management, risk management, monitoring and planning, test management, steering tools… Bornéo is a J2EE development framework that is SOA-compatible and IHM Web-oriented. Borneo uses

OpenSource standards (Struts, Swing, Sring…) and has a CRUD code generator that brings a real productivity gain for the teams IdeoReport is a web solution of reporting and trend chart publication that is made according to Open Source

standards and permits to create different kinds of applications: ad-hoc reporting, analysis applications, dashboards… ConfortDeLecture permits to make applications’ web interfaces accessible. Created in partnership with the

association HandiCapZéro this project is covering all accessibility needs: from mere eyestrain to total blindness. In terms of job solutions, SQLI has various products:

IdeoSanté is a complete range of solutions in the Health sector that are compatible with the shared medical

file. This range consists in an identity and Patient comparison server (IdéoPass), a portal of communities of practices (IdéoPortal), a shared medical file (IdéoDMP)... and it also contains specialized files (Perinatal studies, chemotherapy…) Interligo is a solution offering information websites management and animation (institutional, intranet...). It

helps the functional direction boards to be entirely autonomous in modifying their websites’ content and animation (newsletter…) IdeoPortail is a solution of citizen portals for local authorities that enables to inform, set up TV procedures… Ideo CMR is a solution allowing the traceability and management of partners’ exposures to chemical products

in the firms.

6.2. MAJOR MARKETS 6.2.1 PRESENTATION OF THE COMPUTER SERVICES MARKET

SQLI operates in the software and computer services market. This market represents 33 billions of euro for on average 337 000 workers (according to Syntec informatique). The market consists of the software editors (45%) and the computer service firms (called SSII, 55%). This market should reach 34.1 billions of euros in 2008. Consulting, assistance, realisation, integration and training should account for 13.8 billions and the NICT market for 4.2 billions (according to PAC). With a growth of 6.5%, the French market of Software and Services registered in 2007 a growth exceeding 6% for the third year in a row. The French software and services market registered a total growth of more than 25% since 2004. (Source: Syntec). In an overall economic context seemingly more troubled in 2008, Syntec computer poll of the managerial morale (defined by the appreciation of managers on the utilisation rate, the order books, the price evolution and decision cycles) shows a reasonable confidence in a new year of growth which should reach between 5 and 7%, that is 3 at 4 times the GDP growth estimated at 1.7%.

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Syntec poll (base 100 = opinion balance zero)

The industry, the financial sector and the Public sector which represent 70% of the investment in software and services appear as buoyant markets in 2008. Just as in 2007, the growth rates of the “Edition de Logiciels et du Conseil en Technologies” should be maintained at high levels, expected between 6 and 8% with a quick progress of the activities surrounding embedded software. Consulting and computer services should grow beyond 5%, helped by the facilities management consulting growth. Expected growth by job specialisation (Source: Syntec Informatique)

PAC analysis agrees with Syntec’s. The firm reckons that in a reasonable economic context (growth of 1.5 to 2.5 a year), the demand of software and computer services should grow at an average year rate from 6 to 8% for the period 2007/2010 (Source: PAC) The e-business market in particular on which SQLI has been the first French pure player, should see its growth double between 2006 and 2009 according o Pierre Audoin Consultants.

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Evolution of the e-business market Source: PAC

0

1

2

3

4

5

2004 2005 2006 2007 2008 2009

Despite a slow increase from the end of 2004,, the prices of services remain lower than those of other big European markets. As far as the size of the market companies is concerned, the SME (whose revenues are under 15M€) represent 52%, while the big companies (whose revenues are above 15M€) represent 48%. (Source: Syntec informatique). The sector keeps on actively recruiting in order to help its growth. It’s the first sector for the recruitment of executives. More than 55 000 people have been recruited in 2007 for 20 000 new jobs created. The sector has appealing assets for workers: A low unemployment rate (2.1% in June 2007), the predominance of open-ended contracts (French CDI: 95% of work contracts), and a high training level within the companies. Finally, Syntec reckons that in a difficult economic context, the sector of Software and services benefit from its four growth prime movers which are: - The companies’ need to continuously adapt their information system, in particular to respect the statutory procedures; - The necessity to innovate to keep its identity in a difficult globalisation context; - The necessity to rationalise and optimise the production process; - The tendency to externalisation towards specialists of software and services and to focusing on its first activity. Within the European market which has grown from 6% in 2007, the French market of Software and Services has an average position, slightly behind Spain and Netherlands, but at the same level as the UK and Germany. In 2008, the three big European markets (France, Germany and the UK) should have similar growth rates. (source: Syntec) The dynamism of the French market remains mainly related to an increase in volumes. Prices are stable in the software edition, slightly growing in the Consulting and Computer Engineering and in facilities management, but they remain lower than in the other European countries. Besides, the French market needs to take over the delay in investment accumulated in last years especially in the Public Sector and the SME. Germany is for this a good example. At the end of 2008, the French Software and services sector should have around 370,000 employes (with 20,000 qualified job creations in 2008) and account for 42 billions of euro at the end of 2008. The sector is thus one of the most strategic ones for the economy and the performance of companies as administrations. (Source: Syntec).

6.3 EXCEPTIONAL EVENTS THAT INFLUENCED THE ACTIVITIES OR THE MARKETS OF THE COMPANY

According to the company’s direction, no exceptional event influenced the company’s activities or markets during last financial year or at the filing date of the present reference document.

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6.4 THE COMPANY’S DEPENDENCE UPON PATENTS, LICENCES AND OTHER The company is not dependent on any patent or licence really essential to its activity.

6.5 THE COMPANY’S COMPETITIVE ENVIRONMENT During last years, the organic growth supported by many external growth operations have created a real change in dimension, generating a pro forma turnover of 145 M€ in 2007. The acquisitions made in 2007 account for 41 millions of revenue for a full year (only 9M€ have been integrated in 2007). According to Pierre Audouin Conseil, this size change places SQLI among the leader companies on the internet technologies services market. Indeed, SQLI has been ranked: N°1 of services firms specialized in internet technologies; N°5 of services firms behind the great historic integrators of the market (Cap Gemini, Unilog/LogicaCMG)

and before Atos Origin and IBM GS/BCS; N°1 of services firms in French regions (except Paris area).

This rank is due to strong particular elements like: The company’s 10 years experience in projects achieved with internet technologies helped it to build a

complete and accurate assessment that makes of the firm a reference operator; A regional agencies network that allows to better gain the loyalty of major customers and to access to local

authorities markets; A complete quality throughout the CMMI program ; Job or technology solutions stemming from the group’s best achievements.

6.5.1.1 An assessment of the Internet network Here is the real purpose of SQLI culture: anticipate the trends, develop a leading-edge assessment in order to guarantee reliable and perennial solutions. From the beginning, SQLI group carried out an intensive surveillance strategy and an active policy of Research and Development and training. SQLI has been among the first firms to use Internet in 1995 and is by now seen as a technological leader. Thanks to its specialized experts, SQLI offers its customers a complete range of solutions associated with a perfect mastery of each technology. SQLI experts give regular interviews in the specialized press with more than 400 articles in the media each year; they play a major part in popularising the internet discoveries (web, 2.0, SOA, CMMI...) throughout the publication of official reports, seminars, web logs or published books.

6.5.1.2 A 18 agencies network SQLI group is the only specialized company to have such a big agencies network. This network has for a long time been penalizing the group profitability, but it has by now become profitable and takes part in the turnover growth and the margin improvement. Thanks to their nearness to customers, regional agencies have gained more customer loyalty than Parisian agencies that have to cope with a harder competition due to a higher number of operators. Moreover this nearness is a main competitive asset in the invitation to tender from local authorities and administrations of the region: as a local service provider, SQLI agencies are well located to get contracts since they do not have to include travel expenses in their offers. Local authorities also appreciate to work with a local service provider likely to offer a better quality service. For national major accounts such as La Poste (Paris, Bordeaux, Montpellier, Nantes), Sanofi-Aventis (Paris, Lyon, Toulouse), SQLI presence in many geographical locations allow to meet their global expectations.

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6.5.1.3 CMMI quality and the company’s ability to deliver projects The “Computer” function reached complete maturity and has to meet higher performance expectations both in terms of investment and result. The company wants to focus on cost reductions by better mastering package projects. This improvement must integrate a better fabrication process of computer projects. The CMMI (Capability Maturity Model Integrated) model is by now a reference in computer projects achievement. SQLI has been a precursor and has integrated CMMI model since 2002. The company can today rely on a 5 years experience in the achievement of such an improvement model. Early 2006, SQLI obtained level 3 official certification. 6 agencies, representing more than 70% of its turnover, also obtained the level 3 certification. These certifications are a strong competitive asset on the market. Throughout the projects by them ordered, customers perceive the advantages brought by CMMI in the project achievement and especially in the pragmatic vision embodied by IdeoProject software. By keeping on investing in CMMI, SQLI will succeed to keep its lead and its image of pioneer in software quality in France. The acquisition of Alcyonix in April 2007 comes to strengthen SQLI mastering of CMMI:

The group can from now on rely on SEI certified CMMI experts who can help companies managers in

understanding CMMI, and can certify organisations and associates. The group activity related to CMMI is progressing, with 1,4 million of euros more in the turnover. The group has now a complete and integrated offer from the advising, through the complex accompaniment

and the software solutions allowing implementing CMMI, until the final official certification.

CMMI deployment should also help to improve the margins as the teams will master CMMI level 3. The contribution toward the margin will be in two parts: ♦ A better mastering of package projects (average 50% of the turnover), which lead to a regular improvement of

package projects and the deployment of CMMI model goes along. The improvement processes allow to reduce the excess rates of days/man for package projects

♦ Development of a high value added commercial activity around CMI.

6.5.1.4 Solutions and manifestation of skills Thanks to CMMI, SQLI has been able to optimise its technology capitalization. By capitalizing on its best achievements, SQLI has developed a new method that consists in associating software components covering a big part of customers’ needs, and advisory services given by consultants who perfectly know the customer job. This economic approach brings a margin improvement for SQLI, as a part of the price is for a using right of existing developments. The “solution” approach also helps to become differentiated on the market and to show SQLI know-how in

specific fields. It is particularly true in the health sector, in project mastering improvement services, or more recently in the company real estate field with the solutions offered by Iconeweb, a company purchased in 2007:

♦ The « health » solutions allow catching up the health sector’s delay in computerization. SQLI solutions make

it possible to organize and secure patient-related information shared by all the health sector operators. SQLI solutions consist in an identity and patient comparison server (IdeoPass), an access portal to Patient SI for health professionals (IdeoPortal), a shared patient medical file for all operators (IdeoDMP) and specialized files (chemotherapy, perinatality..). These solutions are all available in internet technology and have many references in France (ARH Franche Comté, ARH Languedoc-Roussillon…) In October 2006 SQLI purchased two of Inlog’s business lines which came to strengthen SQLI’s offer in the health sector: - Image Pharma solution allows managing hospital medical prescriptions - Vigilink and Jurilink software solutions allow managing hospital risks and conflicts with patients. SQLI has now a rich offer which can cover 80% of the needs for hospital management of treatments and care.

♦ Industrialization solutions of « Ideoprojects » programs allow our customers to accelerate the improving cycle of projects processes and to offer a set of tools to projects teams (implementation and work). IdeoProject is the result of a 4 years experience and has been used by all SQLI partners. It is an operating and pragmatic solution of software quality, that bring a consolidated view on the whole of the projects, on the progress of

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projects, the quality of delivered services, the respect of commitments and internal procedures, the management of risks and achievements in progress, a common system of reference of information and documents sharing, a capitalization solution...

♦ E-Data room (safe extranet) Iconeweb company purchased in May 2007 developed an electronic data room solution. Secure Extranet websites gathering information on a building, a company. A key working tool, the electronic data room has become essential for lawyers, solicitors and all major ordering customers whose transactions imply big data transmissions. Iconeweb offers services which cover from the records digitalising, through the indexing, the supplying of search engines, the journaling of records updates, the statistical analysis of the records consultation, until the monitoring and the telephone assistance with standby duty option.

SQLI has a wide catalogue of solutions such as:

♦ IdeoCMR is a solution of traceability and management of risks of exposure to chemical and biological products. According to a recent law ( decree n. 2001-97 of 1st February 2001), the firms whose activity requires the use of chemical or biological products will have to follow and register their employees’ exposures to these products.

♦ IdeoReport is a solution of web reporting that makes easier the diffusion of instrument panels in the firm. This tool also allows an advanced integration of office tools.

♦ Borneo is a solution of development industrialization that makes easier the use of Java, enables to accelerate development times and to make applications more reliable and easier to maintain. Borneo relies on open source standards in order to offer a range of components compatible with SOA and able to automatically generate code. Borneo has already been installed by many customers such as Gehis, Lactalis…

6.5.1.5 French offshore centre The Offshore sector represents a real opportunity for reducing computer development costs and enables companies to respond to their new budgetary control constraints. SQLI offers customers some very competitive solutions, carried out in Morocco, while guaranteeing total qualitative control of the developments. SQLI has its own development centres in Morocco (Rabat, Casablanca and Oujda), which have more than 130 associates working in close synergy with all agencies. Like other agencies, our centre observes the CMM-I quality approach and all methods and processes common to the company. The Rabat centre obtained early 2006 its CMMI level 3 certification.

In Paris, Lyon or Rabat, it is the same company, the same culture, the same demands and the same commitment to results. The benefits of proximity are undeniable: ♦ Perfect cohesion in project management, without any break in the performance chain ♦ Identical culture and working methods: CMM-I ♦ Integrated and involved teams ♦ High-level engineers specialising in their own field of activity ♦ A common language and no time difference

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7 ORGANIZATION CHARTS 7.1 FUNCTIONAL ORGANIZATION CHART

SQLI's organisation favours autonomy and responsibility in the interest of a lasting relationship with the customers. Initially organized in operational departments, the group is now structured in poles which can include more sites.

DirectoryCIO: Yahya EL MIRMembers: Bruno LEYSSENE

Nicolas REBOURS

P20M Center R28C center SAP center Health centerSalim ABOURA Didier BENET Julien MERIAUDEAU Omar MRANI

- Paris - Lyon - Benelux- Nantes - Suisse - SAP Paris- Aix en Provence - Rabat - SAP Lyon- Montpellier - Casablanca - SAP Toulouse- Oujda- Strasbourg

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7.2 LEGAL CHART

Groupe SQLI - - 37

The percentage of minority shareholders is essentially made up of shares owned by corporate officers or directors of the group’s companies. Minority shareholders account for 49% for Eozen company. All subsidiaries of the SQLI Group have similar business activities to that of SQLI and are therefore able to offer their customer base the whole range of the group’s skills. SQLI SL (Madrid), 100% owned by SQLI, is not consolidated due to its insignificant nature and its lack of activity since it was founded (sleeping company). The companies Technmetrix Inc, Aston, ABCIAL, SUDISIM, APPIA CONSULTING do not have any salaried staff and very limited commercial activity. The company Lnet Multimédia SARL joined the group in March 2005 following homologation of the continuation plan submitted by the co-managers and supported by SQLI and by the Commercial Court of Nantes. Following that takeover, SQLI became the sole shareholder of Lnet SARL by acquisition of the partners' shares for one symbolic euro. The subsidiary LNET Multimedia Morocco SARL, 100% held, merged with SQLI Morocco and owns therefore 40% of SQLI Morocco. LNET Multimedia is member of the GIE “confort de lecture” in equal shares with Handicap Zero. Aston and Sysdeo have entered the group on 1st November 2005 by acquisition and share input. SQLI Inc holds 100% of both companies’ capital. The management of Aston activity has been entrusted to SQLI within the framework of a management lease contract that took effect on 1st January 2006. Aston and Sysdeo had a universal transfer of assets in 2007. The following companies entered the group in 2006 and 2007 by selling 100% of their capital: -PROCEA -INLOG’s hospital assets -CLEAR VALUE SA (and its subsidiaries Clear Value International and APPIA Consulting, along with the subsidiary Clear Value France. Clear Value France bears the totality of Clear Value activity in France since the leasing management contracted for APPIA Consulting at 1st January 2007) -ALCYONIX INC and its subsidiary for 80% ALCYONIX France SARL (20% held by SQLI) -ICONEWEB MULTIMEDIA SAS and its subsidiary ICONEWEB MOROCCO -URBANYS (and its subsidiary Easylink SARL) -Amphaz assets (subsidiary of Altitude group) Eozen group had 51% of its capital purchased by SQLI and entered the group in 2007 (Cf 5.2.1.3) The parent company is responsible for central services (accountancy, communication, marketing, management control, IT...) for all these subsidiaries. A percentage of the cost is invoiced to each subsidiary concerned on the basis of their respective revenue. The parent company is responsible for the cash management of its subsidiaries. Interest on current accounts is invoiced to the subsidiaries concerned. All services benefiting another company of the group are invoiced. Activity management and accounting and financial management are provided by a central computer management system which is identical for all subsidiaries.

The details concerning these intra-group conventions are presented in chapter 19.1. The subsidiaries' contribution to turnover and to earnings is indicated in the appendix VIII to the consolidated financial statements called “Sector information”. The Table below presents the financial tools used to assess the head company weight compared with its subsidiaries’.

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Value in K € at 31/12/2006 Filiales* Société cotée Retraitement

de consolidation

Total consolidé

Fixed assets (goodwill included) 1 757 18 376 412 20 545

Financial debt out of the group 486 5 351 109 5 946 Balance Cash position 2 689 6 559 43 9 291 Self financing capability (488) 4 625 1 125 5 262

Dividends paid during the year and due to quoted company - - - -

* SQLI Switzerland, Tech US, Abcial, SUDISIM, SQLI Morocco, LNET France, IROKO, LNET Morocco, Aston, Sysdeo,Procea

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8 REAL ESTATE OWNERSHIP, FACTORIES AND EQUIPMENT 8.1 PREMISES ASSIGNED TO OPERATIONS

The Group rents the majority of its premises under traditional commercial leases. The largest premises are in the Company’s Saint Denis site and in Lyon. The following table presents main existing leases whose location is illustrated by the group agencies’ map.

Place Surface area (m2) Annual rent Tax ex Name of the owner ST DENIS 6 227 1 280 320 GESNOV/SOPHIA LYON 2 240 240 616 OIK TOULOUSE 1 573 259 662 VIPE GESTION-SCI rue Victor Hugo MAROC 1 126 151 003 personnes privées NANTES 724 65 875 SCI ESPACES AFFAIRES SUISSE 700 172 589 OFAC BORDEAUX 649 46 980 SCPI Notapierre DIJON 450 110 787 IMMO PLACEMENT BELGIQUE 400 79 958 MC Square MONTPELLIER 359 40 925 SCI Marie POITIERS 336 35 000 SCI CGM AIX EN PROVENCE 330 39 756 UNIDELTA ROUEN 287 16 100 Magellan II PARIS 280 84 257 SCI Respect -AGF STRASBOURG 250 35 548 FONCIERE ARIANE LUXEMBOURG 132 26 436 personne privée HOLLANDE 105 21 000 Vanerum SINGAPOUR 80 31 188 personne privée CANADA 50 4 700 personne privée LE HAVRE 26 2 700 personne privée TOTAL 16 324 2 745 399

8.2 ENVIRONMENT ISSUE SQLI is a service firm and, consequently, does not have any industrial facilities likely to damage the environment.

The rents follow the market prices. Lease of Sysdeo in Boulogne ended at 1st January 2007. Aston lease in Lyon ended at 30 March 2008. The owners of the sites do not have any direct or indirect link with the company’s corporate officers or main shareholders.

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9 ANALYSIS OF FINANCIAL SITUATION AND EARNINGS 9.1 ANALYSIS OF FINANCIAL SITUATION

9.1.1 COMPARATIVE RECORDS BETWEEN 31/12/2006 AND 31/12/2007 9.1.1.1 Analysis of accounts and consolidated results (IFRS standard)

See the management report page 156 of this reference document, and in particular the paragraph named “SQLI activity”, section “a) Presentation of the situation and the activity of SQLI during last year”.

9.2 CONSOLIDATED OPERATING RESULT 9.2.1 INTERNAL FACTORS THAT CONSIDERABLY AFFECT THE OPERATING RESULT

See the management report page 156 of this reference document, and in particular the paragraph named “SQLI activity”, section “a) Presentation of the situation and the activity of SQLI during last year”.

9.2.2 SIGNIFICANT CHANGES IN THE FINANCIAL STATEMENT See the management report page 156 of this reference document, and in particular the paragraph named “SQLI activity”, section “a) Presentation of the situation and the activity of SQLI during last year”.

9.2.3 MAJOR EXTERNAL FACTORS THAT CONSIDERABLY AFFECT THE ISSUER’S OPERATIONS

During last years SQLI group noticed how much its operating profitability depended on the following factors: • The evolution of the computer services market can considerably affect the group profitability. When the

market is growing, the group turnover tends to grow at equal or higher rate, which is likely to bring up a better absorption of fixed costs and an improving profitability. In 1999-2000, high demand led to a strong rise in prices.

• In time of stagnation or decrease of the market, the group can register an under-activity that damages its profitability. When this situation is thought to last, cost-cutting measures can be taken and lead to significant restructuring charges.

• In close relation with the computer services market, the computer scientist labour market can also considerably affect the operating profitability: the increase of medium wages and/or turnover is the common consequences of a market where the services offer does not allow absorbing the demand.

• As most of the company’s costs consist in staff expenditure, profitability can be affected by any changes in laws or agreements related to wages, social or fiscal charges, or work time.

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10 FUNDS AND CAPITAL 10.1 SHAREHOLDER’S EQUITY

See paragraph C “Variation of consolidated own equity” of SQLI 2007 consolidated accounts.

10.2 SOURCE AND TOTAL AMOUNT OF CASH FLOWS DURING 2005, 2006, 2007 See paragraph D “Charts of consolidated cash flows” of SQLI 2007 consolidated accounts.

10.3 LOAN CONDITIONS AND FINANCING STRUCTURE See paragraph 4.1 “Liquidity risks” of this reference document.

10.4 POSSIBLE RESTRICTIONS ON THE USE OF CAPITAL See paragraph 4.1 “Liquidity risks” of this reference document.

10.5 EXPECTED SOURCES OF FUNDING NEEDED TO MEET THE COMMITMENTS

On the basis of its net cash flow situation of 8.7 million euros at the end of December 2007, of its factoring capacity totally rebuilt that allows to raise up to 85% of the amount owed by the customers (i.e. a financing higher than 10 million euros), of its 2 million euros authorised swing lines, and of 4 573 K€ in the form of available withdrawal on the 17.2M€ credit line granted by the bank pool, the group can meet its financial commitments.

The group also settled ambitious objectives in order to improve its profitability for 2006-2008 (improvement of the operating margin with the purpose to reach 10% in 2008). If these objectives were met, the group self-financing capacity should also increase and contribute to the proceeding of the external growth strategy financing. In that case, the group’s direction reckons that the current funds sufficient to meet with the group’s development objectives in the near future.

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11 RESEARCH AND DEVELOPMENT, PATENTS, LICENCES 11.1 TRADEMARKS, DOMAIN NAMES, COPYRIGHTS, INTELLECTUAL PROPERTY

The group leading trademarks enjoy protection in Europe and in the United States. All legal forms of protection of the trademarks, domain names and the copyright have been carried out to the benefit of SQLI or its subsidiaries. SQLI and its subsidiaries benefit from the copyright protection, enforced by the law of 3 July 1985, on all their software solutions and training aids. Major works have been deposited with a bailiff or with specialized depositories.

11.2 ACTIVITY RELATED TO RESEARCH AND DEVELOPMENT

SQLI carried on in 2006 with its research and development program launched in 2003. Last year’s was based on the following main subjects: Approche Solutions: It is an intermediate option between the software edition and the carrying out of turnkey projects. SQLI invests in the creation of software bricks which are afterwards assembled to carry out the projects adapted to the customer’s needs. SQLI capitalises and develops each year its solutions offer; the acquisitions elp to develop this applicative heritage:

CMMi Solution : Ideoproject ; Health Solutions : Pré-diagnostic AVC, Serveur Poly-Modal ; Accessibility Solution : Confort de lecture ; e-learning Solution : Ideol earning ; Traceability Solution : IdeoCMR ; Decision Solution : Ideoreport ; Operating condition maintenance solutions (MCO): SAMPLE.

Technology watch : SQLI is investing in technology watch or in development on the most advanced subjects or technologies : CMMI, MDA, Mobilité, SOA, Usabilité… Syracuse, Client riche, COPIX, Synphony, AJAX, EZ-Commerce, CASSIS…

In order to finance these projects, the group recorded a R&D tax credit of 1500 thousand euros. For prudential reasons, an equivalent non-deductible provision has been endowed with this asset whose consistency has not yet been totally acquired.

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12 INFORMATION ABOUT THE TRENDS 12.1 TRENDS THAT AFFECTED THE ISSUER’S ACTIVITY SINCE LAST YEAR-END

SQLI had a good start in 2008 which matched its expectations. This result confirms the success of the industrialisation and quality strategy carried around CMMI on a very buoyant e-business market. Expectations for 2008 are confirmed: Thanks to a pro forma business volume of 145 M€ at 1st January 2008 and the good orientation of the activity, SQLI confirms that the expected objective of a 150M€ turnover for 2008 (of which 20% abroad) will be surpassed.

12.2 ELEMENTS THAT MAY AFFECT THE ISSUER’S PERSPECTIVES The market of computer services has remained buoyant during the first half of 2008, and should remain so on medium-term according to many analysts specialized in this sector. However the market growth remains dependent on business cycles and geopolitical events.

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13 PROFIT FORECAST AND ESTIMATION 13.1 FORECAST HYPOTHESIS

As for every computer service company, SQLI growth depends on the growth of net staff (gross staff – departures/redundancies) and the maintenance of the occupancy rate/medium invoicing rate, historically recorded. Indeed, a recruitment plan has been created for every agency. It sets a growth objective of net staff of 15 % in 2008. Given the external growth operations made in 2007, the consolidated turnover amounted to 115.3 M€ at the end of 2007. Given a 2007 pro forma business volume of 145 M€, SQLI expects to reach a turnover of 150M€ at the end of 2008. The expected operating margin is assessed according to an estimation of the medium margin rate on the whole of agencies in 2007. After withdrawal of the headquarters costs (close to 8%of the turnover) and proportional dilution due to the global growth, the operating margin reached 7.2% in 2007. Moreover this margin takes into account the consolidation of the operating margin of the acquisitions integrated in 2007 whose intrinsic operating margin is equal to or exceeding 10%. The setting of 2008 operating margin objective of 15M€ takes into account the improvement of the agencies margins. This improvement is based on (i) a better absorption of headquarters costs given the growth in turnover of the agencies (ii) a 15 increase of the operating margin thanks to the profit brought by CMMI which favours a better synergy between French, Swiss and offshore teams + the solutions offers profit. Furthermore, the 41M€ consolidated in 2008 will intrinsically bring a 10% operating margin which will be consolidated in the group. With these elements, the consolidated operating margin should reach on average 15M€.

13.2 REPORT BY THE STATUTORY AUDITORS ON THE FORWARD INFORMATION Dear Chairman, As statutory auditors and by application of the Regulation (EC) N° 809/2004, we drew up the present report on consolidated turnover forecasts and operating margin rates of SQLI Company for financial year 2008, as exposed in chapter 13.1 of 2007 reference document. These forecasts and the significant hypothesis implied have been made under your responsibility, in application of the regulation (CE) N° 809/2004 and the CESR recommendations related to the forecasts. It then rests with to us to give a conclusion, based on our works, and consistent with the terms required by Appendix I, point 13.2 of the Regulation (CE) N° 809/2004, oh the adequacy of these forecasts. We carried out our works according to the professional standards applied in France. These works were made of an assessment of the procedures used by the Direction to set the forecasts. It also consisted in setting steering helping to check the conformity of accountancy methods used to establish the group historical information, according to EU IFRS standards used for the 2006 consolidated accounts. These works also consisted in collecting information and explanations necessary to ensure that the forecasts are made according to the enounced hypothesis. We wish to remind that given the uncertain nature of turnover and operating margin rates forecasts, the results could significantly differ from the announced forecasts. We will not express any conclusion on the possibility of accomplishment of these forecasts. We think that: - The forecasts have been correctly made on the planned basis - The accountancy basis used for this forecast is consistent with the accountancy methods used by SQLI company.

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This report has been written for the exclusive use of the present reference document and if need be for the public in France and in other EU countries in which a prospectus containing the present document would be notified. It can’t be used in another context.

Paris, 23 April 2008 The Statutory auditors

CONSTANTIN ASSOCIES FIDUCIAIRE DE LA TOUR Michel BONHOMME Claude FIEU

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14 ADMINISTRATIVE, MANAGERIAL AND SUPERVISORY ORGANS 14.1 GENERAL INFORMATION ABOUT THE MANAGERS AND THE DIRECTORS

14.1.1 COMPOSITION OF THE SUPERVISORY BOARD

See the business report page 156 of the present reference document, and in particular paragraph entitled “VIII Information related to mandates and functions of executive officers in every company”.

14.1.2 COMPOSITION OF THE EXECUTIVE BOARD

See the business report page 156 of the present reference document, and in particular paragraph entitled “VIII Information related to mandates and functions of executive officers in every company”.

14.2 CONFLICTS OF INTEREST IN THE ADMINISTRATIVE AND MANAGERIAL ORGANS

To the knowledge of the company’s management, there are no conflicts of interest between the group’s firms and the members of the supervisory and executive boards. The statutory auditors’ special report in chapter 16.2.1 exposes all the direct or indirect agreements made or in progress between the executive officers and the company.

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15 REMUNERATION AND BENEFITS 15.1 REMUNERATION AND BENEFITS IN KIND OF EXECUTIVE OFFICERS DURING

LAST FINANCIAL YEAR

See the business report page 156 of the present reference document and in particular paragraph entitled “X.1 Information related to the remuneration of the executive officers”.

15.2 FUNDS PAID OR RECORDED BY SQLI THAT WERE ALLOCATED TO THE EXECUTIVE OFFICERS FOR PENSIONS AND OTHER BENEFITS

SQLI did not pay or record any fund related to pensions or other benefits for the executive officers. The statutory auditors’ special report on regulated agreements exposed in chapter 16.2.&1 mentions: • The terms of the insurance contract « Garantie Sociale du Chef d’entreprise » that has been subscribed so

that they can benefit from the same treatment of the ASSEDIC since their work contract was suspended when they were appointed member of the Executive Board.

• The nature, the purpose and the terms of the free attribution of shares to the members of the Executive Board

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16 ORGANIZATION OF EXECUTIVE AND SUPERVISORY ORGANS 16.1 THE COMPANY’S MANAGEMENT

See the business report page 156 of the present reference document, and in particular paragraph entitled “VII Administration and control of the company”.

16.2 CONTRACTS BETWEEN THE OFFICERS AND THE COMPANY 16.2.1 AUDITORS’ SPECIAL REPORT ON CONTRACTUAL AGREEMENTS DURING 2007

Chairman, Ladies and Gentlemen, Being the statutory auditors appointed by your company, we present thereafter our report about authorized agreements. Agreements authorized during the financial year

In application of article L225-88 of the French Commercial law we have been advised of the agreements which were authorised before your Supervisory Board. We are not required to ascertain whether any other contractual agreements exist, but to inform you, on the basis of the information provided to us, of the terms and conditions of agreements indicated to us. It is not our role to comment as to whether they are beneficial or appropriate. It is your responsibility, under the terms of article R.225-58 of the Commercial Code, to evaluate the benefits resulting from these agreements prior to their approval. We conducted our work in accordance with professional standards applicable in France. These standards require us to perform the necessary procedures to verify that the information provided to us is consistent with the documentation from which it has been extracted.

I – Free allocation of shares to the members of the Executive Board Nature and purpose: The combined general meeting of 16 June 2006 authorized the Executive Board to grant free ordinary shares, existing or to be issued, to the employees and/or to the executive officers of the company and/or the group’s subsidiaries, in one or more times and in certain conditions limited by the meeting decisions. Procedure: On the recommendation of the Remunerations Committee and after discussion and unanimous vote, The Supervisory Board of 29 March 200 agreed on the attribution of free shares to the Executive Board members in the following conditions:

The number of free shares granted to the Executive Board members will be of 236 111 shares, divided between the members as follows : - Yahya EL MIR 141.667 shares

- Bruno LEYSSENE 47.222 shares

- Nicolas REBOURS 47.222 shares

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The allocation of the free shares will be definitive after two years from their allocation by the Executive Board.

The definitive allocation of the free shares after this period will be submitted to the following conditions:

(i) At the expiration date, the beneficiary will have to be executive officer or employee for the company or one if its subsidiaries, in compliance with Article L.225-197-2 of the French Code de Commerce, except if the work contract was ended for retirement or disability reasons.

(ii) For 1/3 of the free shares granted to each of them: the 2007 Current Operating Margin will have to be equal to or higher than 8%;

(iii) For 1/3 of the free shares granted to each of them: the 2007 Current Operating Margin will have to be equal to or higher than 8%;

The last third of shares won’t be submitted to any other condition than the one expressed at (i) above.

The beneficiaries will also have to sign a settlement plan containing the present conditions of allocation.

The shares will be kept from sale for a supplementary time of two years from their definitive allocation.

The Supervisory Board decided to fix the quantity of shares that the beneficiaries have to keep until the end of their functions at 5% of the number of allocated free shares.

For 2007, only 1/3 of the free shares non submitted to any other condition than the presence condition have been allocated as follows:

Mr Y. EL MIR Président du Directoire 47 222 actions

Mr B. LEYSSENE Membre du Directoire 15 741 actions

Mr N. REBOURS Membre du Directoire 15 741 actions

78 704 actions Conventions and agreements approved during previous financial years which are ongoing Otherwise, in application of the article R.225-58 we have been informed that the agreements approved during the previous financial years have been ongoing during the course of the last financial year.

I. Subscription of an insurance contract of the Social Guarantee type by your company for Mrs Y. ELMIR and B. LEYSSENE. Nature and purpose Conclusion of a GSC insurance contract in order to provide them with allowances equivalent to the ASSEDIC allowances insofar as their employment contract is suspended because of their appointment as Executive Board members. Procedures Payment of a bonus of 6,261 Euros per year to Mr Yahya EL MIR and 5,426 Euros per year to Mr Bruno LEYSSENE.

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II. Agreement with the company LVTC on the provision of services Nature and purpose: Contract by which the principal gives to the representative an assignment of assistance with the intention of purchasing an offered company, especially through the potential targets and the first contact with the potential sellers, by assistance to the principal in conducting the negotiations with the potential seller(s) of the potential offered company(ies). For year 2007, the provision amounts to 282 129 Euros (Tax ex). Concerned member: Mr Bernard JACON

Paris, 23 April 2008

The Statutory Auditors CONSTANTIN ASSOCIES FIDUCIAIRE DE LA TOUR

M. BONHOMME C. FIEU

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16.3 AUDIT AND COMPENSATION COMMITTEES The Supervisory Board meeting held on 29 June 2004 ratified creation of a compensation committee, responsible for monitoring the compensation paid to members of the executive board. The said compensation committee consists of Bernard Jacon, Hervé de Beublain, permanent representative of FD5, and Jean Rouveyrol. Any modification of the compensation of the members of the executive board, and particularly the annual determination of their proportional compensation, as well as any allocation of business creator equity warrants to the members of the executive board will have to be considered by the compensation committee. That committee may either make its own proposals to the supervisory board, concerning these various aspects of compensation of the members of the executive board, or provide the supervisory board with an opinion concerning the proposals made on that subject by the executive board itself. The compensation committee gave its recommendations to the Supervisory Board during 2007, for: - The setting of fixed and variable compensations along with the associated objectives of the Executive Board

members for 2007 These recommendations have been followed by the Supervisory Board. The Supervisory Board did not create an audit committee since all the members actively participate in the supervisory assignment they are in charge of.

16.4 CORPORATE GOUVERNANCE See the business report page 156 of the present reference document.

16.4.1 JOINT REPORT BY THE SUPERVISORY BOARD CHAIRMAN ABOUT THE CONDITIONS OF PREPARATION AND ORGANIZATION OF THE BOARD’S WORK AND THE INTERNAL CONTROL PROCEDURES IMPLEMENTED BY THE COMPANY

Ladies and Gentlemen, In application of the provisions of article L.225-68, last paragraph, of the Code of Commerce, stemming from law n°2003-706 of 1 August 2003 concerning financial security, I am reporting to you as Chairman of the Supervisory Board on the conditions regarding preparation and organisation of the board's work as well as the internal control procedures installed by the company. The present report will be attached to the management report and to the report concerning the group established by the Executive Board for financial year 2007. The present report has been drafted without the help of the internal control reference framework (Guide of implementation for the VaMPs). In addition, the auditors will submit a report to you attached to their general report offering their remarks concerning the internal control procedures presented below which are relative to development and handling of accounting and financial information.

I inform you that the objective of this report is to enable readers to "know the working processes and methods as well as the distribution of the powers held by the management organs leading to decisions by those organs" (according to the explanation of reasons for the provision in the law concerning financial security that became article L 225-68, last paragraph, of the Code of Commerce).

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The said report does not contain any evaluation of the said working processes and methods of the Supervisory Board on which it reports.

I - Conditions of preparation and organization of the Board’s work

Prior to the presentation of the said conditions regarding preparation and organisation of the work done by the Supervisory Board, I remind you that the Board contains an advisory member (3 of 6) pursuant to the definition offered in the Bouton report of 23 September 2002 1. You will also find a chapter in the SQLI 2007 reference document concerning corporate governance, pursuant to the application instruction as modified of COB rule n°95-01. The Superviso7y Board continuously monitors, pursuant to law, the Executive Board's management. In this connection the Board holds the following powers: At any time of the year, it may make the verifications and checks that it considers appropriate and obtain the documents it considers useful in performance of its assignment. This checking process is independent of the one incumbent on the auditors. It bears not only on the regularity of the accounts, but also on the appropriateness of the management acts carried out by the Executive Board without any interference in its management. The Supervisory Board meeting held on 29 June 2004 ratified creation of a compensation committee, which will be responsible for monitoring the compensation paid to members of the executive board. The said compensation committee consists of Bernard Jacon, Hervé de Beublain and Jean Rouveyrol. Any modification of the compensation of the members of the executive board, and particularly the annual determination of their proportional compensation, as well as any allocation of business creator equity warrants to the members of the executive board will have to be considered by the compensation committee. That committee may either make its own proposals to the supervisory board, concerning these various aspects of compensation of the members of the executive board, or provide the supervisory board with an opinion concerning the proposals made on that subject by the executive board itself. For 2007, the remuneration of the Executive Board members has been fixed as follows: a) Fixed Annual wages from 1st January 2007: Yahya El Mir = 160 000 euros Nicolas Rebours = 136 000 euros Bruno Leyssene = 136 000 euros b) Variation for 2007: If the objective for the Current Operating Result is reached (8%) Yahya El Mir = 105 000 euros Nicolas Rebours = 75 000 euros Bruno Leyssene = 75 000 euros Terms of allocation: If COR lower than 6.5%, no variable remuneration If COR between 6.5% and 8% the evolution of the remuneration will be linear (from 6.5 to 8%) If COR equal to 8%, the variable remuneration will be paid at 100%. The Executive Board decided not to perceive the variable remuneration since the 8% objective has not been reached.

1 Namely, a person who "does not maintain any relationships of any nature whatsoever either with the company, its group or its management that could compromise exercise of his freedom of judgement".

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The agenda for the Supervisory Board's meetings is established at the beginning of each year, so as to provide for at least four meetings a year for presentation of the Executive Board's quarterly reports. The semi-annual financial statements, the semi-annual management report and the management document forecasts are also presented at one of the said meetings. Other meetings may be held if the Executive Board so requests in order to obtain authorisations from the Supervisory Board, or if one of the Board member considers this opportune. The meetings of the Supervisory Board may be preceded by exchanges among the Supervisory Board members concerning the documents transmitted by the Executive Board with a view to the said meeting. The Executive Board members usually take part in a Supervisory Board meeting.

The Supervisory Board performs its assignment within SQLI company as follows:

- Consideration by the Supervisory Board members of the quarterly reports submitted regularly by the Executive Board pursuant to the legal provisions (article L 225-68 of the Code of Commerce) and the articles of incorporation (article 16-2 of the articles); - Consideration by the Supervisory Board meetings of the semi-annual management reports submitted by the Executive Board every year between the end of the first half of the financial year and October 31; - Consideration twice a year by the Supervisory Board members of the management forecast documents; - Quarterly meeting of the Supervisory Board. Presentation of its quarterly report by the Executive Board, followed by a question and answer session at which each person present requests the explanations and details that he wishes to obtain; - Meeting twice a year of the Supervisory Board in the presence of the Executive Board for purposes of presentation of the management forecast documents and of the report by the Executive Board analysing the said documents, a presentation that is followed by a question and answer session at which each person present requests the explanations and details that he wishes to obtain; - Annual meeting of the Supervisory Board in the Executive Board's presence for purposes of presentation of its annual report by the Executive Board, a presentation that is followed by a question and answer session at which each person present requests the explanations and details that he wishes to obtain;

- Meetings and occasional contacts with the Executive Board members. The Executive Board's quarterly report is usually structured as follows: - Consolidated quarterly activities and earnings; - Trend of the group's management indicators; - Quarterly earnings by agency; - Cash position; - Updated forecasts; - Information concerning development projects in progress; - Information of significant importance;

The Executive Board consults the Board regularly before any major decision (in the last two financial years, the events affecting the capital (reduction of the par value, capital increase…), opening or closing of establishments or of subsidiaries ( the acquisition of companies Eozen, Urbanys, Amphaz, Clear Value, Iconeweb, Alcyonix), the group’s savings plan, the allocation of BCE were for instance the object of advance consultation of the Supervisory Board by the Executive Board before the projects in question were actually launched).

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II- Internal procedures set by the company

II.1 Objectives of SQLI internal control

The internal control procedures in effect in the company have the following object: -on one hand, to see to it that the management acts or execution of operations as well as individual behaviour fall within the framework defined by the guidelines provided for the company's activities by the business organs, under the applicable laws, rules and regulations, and by the values, standards and rules internal to the business; -on the other hand, to make sure that the accounting, financial and management information communicated to the company's business organs accurately reflects the company's activity and situation. One of the objectives of the internal control system is to ward off and control the risks resulting from the company's business and the risks of mistakes or of fraud, particularly in the accounting and financial domains. Like any control system, however, it cannot provide an absolute guarantee that such risks are completely eliminated.

II.2 Presentation of the internal control organisation set

SQLI group has implemented an organisation and an information system adapted to its activity as a provider of computer services established in several countries, at several sites, and through several legal entities. This configuration has led to granting substantial autonomy to the operating departments to see to proper personal management and customer relations. However, that autonomy is associated with a centralisation in the registered office of the accounting, pay, purchasing and treasury functions as well as of management control. In addition, the group as a whole is federated by way of a "centralised-decentralised" information system, so that each company player can access the information he needs for performance of his assignment and update the data for which he is responsible. Management control has the most extensive access levels so as to be able to check on all group operations. The report presents the key points involved in internal control in SQLI group, namely: 1) The powers held by the Executive Board and the delegations it has granted; 2) The company's administrative organisation, particularly as regards development and handling of financial and accounting information; 3) Internal control

(1) Executive Board’s powers and delegations Article L 225-64 of the Code of Commerce provides that the Executive Board is invested with the most extensive powers for acting in the company's name under any circumstances. It exercises its powers within the limit of the business purpose and subject to the powers explicitly assigned by law to the Supervisory Board and to Shareholders' Meetings. At the time of designation of the present Executive Board, the Supervisory Board did not decide on any restrictions on the Executive Board's legal powers. The Supervisory Board is empowered to remove any member of the Executive Board without notice (article 14-2 of the articles of incorporation). Hence all important decisions concerning SQLI or SQLI group are made by the Executive Board, which meets as often as necessary. The Executive Board reports regularly to the Supervisory Board, and at least once per quarter-year, on group results and important events (see the first part of this report).

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Only the Chairman of the Executive Board represents SQLI in its relationships with third parties. The Executive Board Chairman has delegated the following powers to the agency Managers, who assume the local functions of an establishment leader:

Powers delegated by the Chairman of the Executive Board to each agency Manager 2 Relationships with the customers: Delegation for negotiating and signing the standard contracts in effect within SQLI company with the customers within a unit limit of 1,000,000 € excluding taxes. Represent the Company at hearings in the Commercial Courts. Relationships with suppliers: Delegation for negotiating and signing the contracts with the suppliers within a unit limit of 5,000 € excluding taxes, after advance approval by the Executive Board of the purchasing commitment.

Represent the Company at hearings in the Commercial Courts. Relationships with the employees: Within the framework of the instructions issued by the Company's representative, a delegation in charge of: Seeing to management of the staff for which he is responsible, with due respect for the law, rules and regulations in effect, Adopting any disciplinary sanction or other necessary measure concerning the Company's employees, Representing the Company in connection with redundancy or dismissal proceedings concerning the employees (preliminary interview and signature of the dismissal or redundancy notice) Representing the Company in conflicts concerning the employees in the “juridiction des prud’hommes” (Industrial Tribunal). Signing the employment contracts of the new employees hired and the riders to the employment contracts of staff for which he is responsible, after advance approval by the Executive Board, Various: Signing the correspondence and any documents falling within the framework of the delegation

(2) Administrative organization, especially concerning development and handling of the financial and accounting information The following functions are provided by the registered office for the company and for all of its French subsidiaries: • Management of cash and of payment means • Accounting • Management control • Purchasing • Payroll

2 You are reminded that SQLI group's business is divided among 7 agencies (Paris, Lyon Toulouse, West, East, Mediterranean, Switzerland) covering 13 geographical points (Aix en Provence, Toulouse, Bordeaux, Montpellier, Nantes, Lyon, Paris, Strasbourg, Belfort, Dijon, Lausanne, Geneva, Rabat).

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Within the foreign subsidiaries, payroll and accounting in the local format are handled by an outside accounting firm, but the administrative departments of the registered office see to regular review of those subsidiaries' accounts and to management control. Means applied: about 20 persons The agencies manage the following functions: -Sales administration -Personnel management Means applied: 30 assistants The systems used are as follows: • ERP Agresso for group Accounting/Invoicing • CCMX for the France payroll • Internal Web application (called APP) for monitoring the following elements: o Staff management (work contracts, hiring, departures, holidays…) o Monitoring time spent o Management of payment factors o Management control o Monthly reporting o Computer hardware management

Eozen group, recently integrated, runs all its activity with an ERP SAP.

(3) Internal Control This section offers some general information concerning the internal control procedures, focusing on the most significant elements: Procedures: The main procedures established by the company are listed below: • Manager guide • Expense account procedure • Guide to vehicle use • Management application follow-up procedure • Purchasing procedure • Sale procedure and model Contracts

The identification of the main risks and legal and operational supervision of the subsidiaries are provided by the Executive Board members, in continuous contact with the agency managers. Reporting:

Monthly reporting including both the results of each agency and the trend of the management indicators is produced every month and is the object of regular exchanges between group management and each agency manager. Consolidation:

Consolidation of the financial data is carried out by the registered office's accounting departments by using recognised specialised consolidation software. Forwarding of the information from the companies included in the consolidation perimeter is carried out thanks to the ERP Agresso for SQLI and its French and Swiss subsidiaries, and on the basis of the financial elements prepared by the local accounting firms for the other foreign subsidiaries.

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Customer sales cycle: - Acknowledgement of turnover: The project follow-up Web application is at the centre of the company's information system.

Each collaborator fills in the time spent per project in the application. Those times are approved by the project manager and the direct manager of each collaborator. Determination of turnover is carried out on the basis of process on the package deals by comparing the time spent with the budgeted times. The important projects or the ones for which the anticipated margins do not conform to the objectives require validation by an Executive Board member. The anticipated costs of the package deals are regularly reviewed by the project managers. Management control verifies the consistency of those reviews and regularly confirms the detailed information. - Customer risk Almost all the turnover is transferred to a factoring company that assumes the solvency risk. Some specific credit procedures, if appropriate, are applied when the factoring company rejects outstanding amounts for a customer. - Follow-up on deadlines The customer invoices are issued by the agency assistants when the file is complete (order, receipt or initialled time sheet). Management of the customer accounts is provided by the registered office. Receivables on the clientele characterised by later payment are the object of reminders and give rise, if need be, to legal proceedings. The time allowed for customer payment and the receivables that have exceeded the payment deadline are the object of monthly reporting by agency, communicated to the members of the Executive Board and to the agency managers concerned. The factoring company issued the reminders and manages legal proceedings, if any, relative to the invoices transferred by SQLI.

- Supplier purchasing cycle: The customer invoices are issued by the agency assistants when the file is complete (order, receipt or initialled time sheet). Management of the customer accounts is provided by the registered office. Receivables on the clientele characterised by later payment are the object of reminders and give rise, if need be, to legal proceedings. The time allowed for customer payment and the receivables that have exceeded the payment deadline are the object of monthly reporting by agency, communicated to the members of the Executive Board and to the agency managers concerned. The factoring company issued the reminders and manages legal proceedings, if any, relative to the invoices transferred by SQLI.

- Personnel payroll cycle: Hiring is done by the agency managers after approval by the Executive Board. Arriving and departing staff are monitored in a real-time Web application. The variable pay elements are proposed by the agency manager and are the object of approval by an Executive Board member. The payroll is managed at the registered office and is the object of monthly validation by each department head (the agencies are divided into "Business Units", departments constituting elementary profit centres for which a manager reporting to the agency manager is responsible). - Cash management: A separation of accounting functions from payment means management is clearly established. Physical security (access to the premises, remote surveillance, protection of payment means) is taken into account. The company does not carry out any speculative trading in connection with rates or currencies but can carry out covering operations.

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- Other risks:

• Computer risk

The group has taken steps to cover the main computer risks: security of physical access to premises, security of computer access, data backup. Insurance has been taken out to cover theft and breakage of computer hardware.

• Legal liability of the company and its senior managers

The company has insurance covering the company's legal liability, as well as the liability of its authorised agents and delegated managers. -Internal auditing players: The Executive Board sees to observance of procedures by all group collaborators. -Relationship with the auditors: The auditors perform their assignment in close relationship with the company's administrative and financial departments. An end-of-mission meeting is usually arranged with one or several Executive Board members. In performance of their assignment, the auditors enjoy access to any group employee. Regular contacts are maintained between the auditors and the members of the Supervisory Board.

The Supervisory Board Chairman,

Jean Rouveyrol

16.4.2 REPORT BY THE STATUTORY AUDITORS ON THE CHAIRMAN’S REPORT DEALING WITH THE INTERNAL CONTROL PROCEDURES RELATED TO THE ESTABLISHMENT AND THE PROCESSING OF FINANCIAL AND ACCOUNTING DATA.

Dear shareholders, In application of the provisions stated by last paragraph of Article L.225-235 of the Commercial Code, we, Statutory auditors for SQLI Company, present our report aimed to check your Chairman’s report on financial year 2006, drawn up in compliance with the provisions of Article L 225-68 of the Commercial Code. It is up to the Chairman to describe the conditions of preparation and organisation of the Supervisory Board works and the internal control procedures set by the company. It is up to us to communicate the observations we made on the Chairman’s report about the internal control procedures related to the compilation and the processing of financial and accountable information. We carried out our works in compliance with the professional standards applied in France. It implies setting due diligences aimed to check the authenticity of the information given in the Chairman’s report on the internal control procedures related with the compilation and the processing of financial and accounting information. These diligences consist in: - perusing the internal control procedures related to the compilation and the processing of the information, including the information given in the present report and the sources it came from. - Perusing the works which led to the compilation of this information and of the existing documentation.

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- Deciding if the major deficiencies of the internal control related to the compilation and the processing of the accounting and financial information that we noticed during our mission should be specifically underlined in the Chairman’s report. On the basis of these works, we do not have any comment to make on the information related to the internal control procedures related to the compilation and the processing of financial and accountable information, of the Supervisory Board Chairman’s report stated in compliance with the provisions of last paragraph of Article L.225-68 of the Commercial Code.

Paris, 23 April 2008

The Statutory Auditors

CONSTANTIN ASSOCIES FIDUCIAIRE DE LA TOUR Michel BONHOMME Claude FIEU

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17 EMPLOYEES 17.1 NUMBER AND DISTRIBUTION OF EMPLOYEES

As of 31 December 2007, the total number of staff (trainees excluded) amounted to 1,786 employees, distributed in the following way: - 84% productive employees - 10% employees in non directly productive employees - 6% of marketing persons The average staff amounted to 1,419 employees in 2007.

17.2 PARTICIPATION OF EXECUTIVE OFFICERS IN STOCK OPTION As of 26 June 2007 the number of shares and BCE of SQLI granted to executive officers are presented in the following table:

Executive officer Post Number of SQLI4s shares held at 31 December 2007

Jean Rouveyrol Supervisory Board chairman 1 734 398 Roland Fitoussi Supervisory Board member 1 FD5 Supervisory Board member 943 637 Bernard Jacon Supervisory Board member 54 300 Marc Bucaille Supervisory Board member 10 000 Dominique Chambas Supervisory Board member 1 Patrick Lacarrière Supervisory Board member 381 509 Yayha El Mir Executive Board chairman 0 Bruno Leyssene Executive Board member 194 079 Nicolas Rebours Executive Board member 13 050

Scheme of BCE for July 2003 – Exercise price 0,46

Number of BCE

granted

Part of BCE whose exercise conditions are

fulfilled (time or performance)

Number of BCE remaining to exercise

Yayha El Mir 50 000 50 000 0

Bruno Leyssene 70 000 70 000 5 000

Nicolas Rebours 70 000 70 000 0

Scheme of BCE for September 2004 – Exercise price 1,2755

Number of BCE granted

Part of BCE whose exercise conditions are

fulfilled (time or performance)

Number of BCE remaining to exercise

Yayha El Mir 400 000 400 000 360 000

Bruno Leyssene 180 000 180 000 180 000

Nicolas Rebours 180 000 180 000 85 000

Groupe SQLI - - 61

17.3 PARTICIPATION OF EMPLOYEES IN THE COMPANY’S CAPITAL At the end of 2007 SQLI employees (executive officers excluded) personally owned 1,9% of the capital, representing 18% of the voting rights.

17.3.1 INTRODUCTION OF A GROUP SAVING PLAN FURING THE FIRST HALF OF 2006

The Executive board offered to the group employees to subscribe for shares on preferential terms, throughout a voluntary saving system, in order to involve the staff in the company’s success and to gain its loyalty. During 23 January 2006 meeting, the Executive Board, exercising the authorisation given by the extraordinary General Assembly of 10 June 2005, decided to increase the capital from an maximum nominal value of 39,970.15 by issue of 799,403 shares whose nominal value amounts to 0.05 each. These shares will be subscribed in cash and saved for the following members of the Group Saving Plan: - Any employee of one of the group’s companies who has worked for more than 15 days in the group at the day of the subscription period closure. - Former employees who went retired and still have assets in the Group Saving Plan. - Chairmen, Executive officers, managers or members of the Executive board of the companies having less than 100 employees, with the same conditions as the employees. During the meeting held on 13 May 2006, the Executive Board decided to open the subscription for this capital increase from 15 May to 31 May 2006 included, and fixed the subscription price of new shares at 2.30 euros each, in compliance with Article L.443-5 of the French Employment Code. During the meeting held on 22 June 2006, the Executive Board registered 189,168 new shares subscribed by employees within the Group Saving Plan. During the meeting held on 10 December 2007, the Executive Board registered 130, 139 new shares subscribed by employees within the Group Saving Plan.

17.3.2 PARTICIPATION OF EMPLOYEES TO THE FRUIT OF THE EXPANSION At the end of the year, the participation of employees to the fruits of the group’s expansion and those of the companies related according to Article 225-180 of the Commercial Code, was non existent.

Groupe SQLI - - 62

18 MAIN SHAREHOLDERS 18.1 BREAKDOWN OF CAPITAL AND VOTING RIGHTS

Evolution of share ownership at 31 December 2007.

Ar 31 December 2007

Number of shares % capital

Number of vote rights

% of vote rights

Jean Rouveyrol 1 734 398 5,7% 3 468 796 10,2% FD5 943 637 3,1% 1 887 274 5,5% SETHI 359 091 1,2% 718 182 2,1% Yahya El Mir 0 0,0% 0 0,0% Bruno Leyssene 194 079 0,6% 386 730 1,1% Fondation de France 220 000 0,7% 220 000 0,6% Famille Patrick Lacarrière 381 509 1,2% 381 509 1,1% Aurinvest 1 273 106 4,2% 1 273 106 3,7% Share ownership of employees (PEG) 288 400 0,9% 288 400 0,8% Other shareholders 2 019 625 6,6% 2 265 794 6,6% Part of the employees 579 096 1,9% 619 408 1,8%

Total of shareholders 7 413 845 24,17% 10 889 791 31,89%

SQLI 30 119 0,1% 0 0,0%

Public 23 230 627 75,7% 23 230 627 68,1%

Part of Alain Lefebvre (according to FMA declaration of 12 Sept 2005 & TPI Apr 2007)

1 120 387 3,7% 1 120 387 3,3%

Part of SPGP (according to FMA declaration of 20 February 2008) 1 129 214 3,7% 1 129 214 3,3%

Part of SOCADIF (according to FMA declaration of 25 Sept 2007) 1 500 000 4,9% 1 500 000 4,4%

Part of FINAC (according to FMA declaration of Dec 2005 & TPI Apr2007) 1 452 186 4,7% 1 452 186 4,3%

TOTAL 30 674 591 100,00% 34 120 418 100,00%

At 31 December 2007, SQLI directly owns 30 119 SQLI shares, i.i. 0.1% of the capital and 0.0% of voting rights (self owned shares do not give any voting right). Furthermore, the following shareholders have a double voting right: Monsieur Rouveyrol, FD5, SETHI, et Monsieur Leyssene. The company does not register any other shareholder who would own personally or in unison 5% or more or the capital or the voting rights. The company does not register any shares owned in unison or shareholder’s alliance. At this day there is not any existing preference share and that should not change in the future.

Groupe SQLI - - 63

The table below presents the evolution of share ownership since 15 March 2004.

Shareholders at 29 June 2007 Shareholders at 27 June 2006 Shareholders at 15 Marc

Number

of shares

In % of capital

Number of voting rights

In % voting rights

Number of

shares In % of capital

Number of voting

rights

In % voting rights

Number of

shares In % of capital

Numberof

voting rights

Jean Rouveyrol 1 842 298 6,14% 3 684 596 10,97% 2 398

847 8,72% 4 797 694 15,01% 4 020 627 21,19% 8 041

254

FD5 943 637 3,15% 1 887 274 5,62% 1 043

637 3,80% 2 087 274 6,53% 1 363 637 7,19% 1 363

637

SETHI 359 091 1,20% 718 182 2,14% 359 091 1,31% 718 182 2,25% 909 091 4,79% 909 091

Yahya El Mir 29 000 0,10% 29 000 0,09% 147 250 0,54% 294 500 0,92% 206 301 1,09% 412 602

Bruno Leyssene

194 079 0,65% 386 730 1,15% 254 302 0,92% 503 394 1,58% 303 420 1,60% 606 840

Fondation de France

220 000 0,73% 220 000 0,65% 220 000 0,80% 220 000 0,69% - 0,00% -

FINAC 486 785 1,62% 486 785 1,45% 1 938

971 7,05% 1 938 971 6,07% - 0,00% -

Famille Patrick Lacarrière

381 509 1,27% 381 509 1,14% 381 509 1,39% 381 509 1,19% - 0,00% -

Share ownership of employees

(PEG)

163 307 0,54% 163 307 0,49% 189 168 0,69% 189 168 0,59% - 0,00% -

Other shareholders

3 430 115 11,44% 3 703 660 11,02% 1 152

960 4,19% 1 432 995 4,48% 329 494 1,74% 657 330

Part of the employees

848 138 2,83% 884 702 2,63% 566 180 2,06% 601 557 1,88% - - -

Total shareholders

8 049 821 26,84% 11 661 043 34,71% 8 085

735 29,41% 12 563 687 39,31% 7 132 570 37,58% 11 990

754

SQLI 31 851 0,11% 31 851 0,09% 12 781 0,05% - - - - -

Public 21 907 223 73,05% 21 907 223 65,20%

19 397 306 70,55% 19 397 306 60,69% 11 844

692 62,42% 14 155 444

Part of Alain Lefebvre

1 472 217 4,91% 1 472 217 4,38% 1 472

217 5,35% 1 472 217 4,61% 1 804 718 9,51% 3 609

436 Part of

SOCADIF 1 500

000 5,00% 1 500 000 4,46% 1 500 000 5,46% 1 500 000 4,69% 1 250

000 6,59% 1 250 000

Part of Michel de la Tullaye 150 000 0,50% 150 000 0,45% 150 000 0,55% 150 000 0,47% 517 177 2,73% 517 177

Part of Innovacom 3 - - - - - - - - 506 034 2,67% 1 012

068 Part of

Dassault Développement - - - -

- - - - 513 024 2,70% 513 024

Part of FCP Boscary

Montblanc - - - - - - - - 315 000 1,66% 315 000

TOTAL 29 988 895 100,00% 33 600 117 100,00% 27

495 822 100,00% 31 960 993 100,00% 18 977 262 100,00% 26

146 198

oupe SQLI - 64 -

18.2 MAIN SHAREHOLDERS’ VOTING RIGHTS The main shareholders’ voting rights and their evolution have been exposed on section 18.1 In general meetings, the voting right related to capital shares or bonus shares is proportional to their quota of the capital. Each share owned gives right to one vote. Double voting right Exceptionally, a voting right, accounting for twice the others that were granted according to their capital quote, can be granted: ♦ To all the totally paid-in shares which will be proved to have been owned by the same shareholder for at least three years ♦ To the registered shares given to a shareholder, in case of capital increase through reserves incorporation, profit or issue premium, for the old shares he benefits from. This double voting right was registered in statutes by the combined general meeting of 21 March 2000. The double voting right expires for any share that was subject to a conversion to the holder or a transfer, except the transfers due to inheritance or family donation. The double voting right can be withdrawn by a decision of an extraordinary general meeting and after ratification by the special meeting of beneficiary shareholders.

18.3 INTERNAL MANAGEMENT There is no shareholder owning alone the majority of votes for the ordinary or extraordinary general meetings’ decisions.

18.4 AGREEMENTS THAT MAY BRING A CHANGE IN THE COMPANY’S MANAGEMENT

There are currently no shareholder pacts. To the company’s knowledge no other agreement clause exists which might have an impact on SQLI assets, activity, financial situation, results and outlook.

oupe SQLI - 65 -

19 OPERATIONS WITH RELATED FIRMS 19.1 CURRENT INTRAGROUP AGREEMENTS

The list of SQLI representatives’ mandates of the group’s subsidiaries is exposed in the appendix presenting the annual business report. The table below exposes SQLI expenditures and income with its subsidiaries in 2007.

Account Expenditure Income Supplies Abcial 5 134,78 0 Outsourcing SQLI CH 103 664,44 63 283,00 Outsourcing Abcial 286 106,39 2 836,99 Outsourcing SQLI MAROC 415 132,29 0 Outsourcing LNET France 475 893,00 0 Outsourcing LNET MAROC 11 475,50 0 Outsourcing CLEARVALUE France 397 734,00 2 300,00 Outsourcing CVI 17 958,00 3 688,00 Outsourcing ALCYONIX France 34 445,00 0 Outsourcing ALCYONIX INC 2 065,63 0 Outsourcing ICONEWEB France 8 585,25 0 Outsourcing URBANYS 12 260,00 0 Leasing Abcial 928,72 0 Equipment rental Abcial 2 992,21 0 Leasing management Sudisim 76 025,00 0 Leasing management ABCIAL 87 225,00 0 Leasing costs Abcial 9 370,30 0 Maintenance of vehicles SQLI CH 32,61 0 Maintenance ASTON 916,31 0 Other maintenances Abcial 483,98 0 Proceedings and conflicts costs Abcial 266 0 Advertising and publications ASTON 543 0 Travel costs Abcial 4 262,53 0 Telecom expenses ASTON 67,2 479,27 Phone expenses Abcial 21 379,42 30 Taxes and dues ASTON 260 0 Other taxes Abcial 1 908,96 320 Staff expenses Abcial 0 5 667,42 Staff expenses ASTON 0 624,19 Charge Abcial 460 460 Management costs ABCIAL 0 2 513,82 Interests on C/C Sudisim 28 585,79 0 Interests on C/C SQLI CH 95 548,09 0 Interests on C/C CV F 8 853,06 4 426,53 Flat rate consultancy France ABCIAL 37 621,48 37 621,48 Flat rate consultancy France LNET France 76 116,79 85 622,79 Flat rate consultancy France CLEAR VALUE FRANCE 106 630,36 160 964,36 Flat rate consultancy France ALCYONIX 9 959,80 33 224,80 Flat rate consultancy Iconeweb France 0 9 518,00 Flat rate consultancy Export SQLI CH 810 649,42 1 315 201,42 Flat rate consultancy Export SQLI Maroc 117 175,00 157 419,00 Flat rate consultancy Export LNET Maroc 0 2 790,00 Flat rate consultancy Export ALCYONIX Canada 3 238,00 4 790,00 Costs reinvoicing France ABCIAL 243 250,96 484 283,58 Costs reinvoicing France LNET France 0 125 809,12 Costs reinvoicing France CLEAR VALUE FRANCE 0 181 039,36

oupe SQLI - 66 -

Costs reinvoicing export CVI 0 15 186,00 Costs reinvoicing France ALCYONIX 0 9 959,80 Costs reinvoicing France ICONEWEB 0 3 372,00 Costs reinvoicing Export SQLI CH 44 869,47 1 394 074,80 Cost reinvoicing Export SQLI Maroc 22 970,00 43 992,00 Interests on C/C ABCIAL 1 739,63 4 427,97 Interests on C/C SQLI Maroc 0 13 025,30 Interests on C/C LNET France 0 20 218,01 Interests on C/C CV SA 0 11 460,49 Interests on C/C CVI 0 11 359,73 Interests on C/C APPIA 0 1 420,96 Interests on C/C ALCYONIX Inc 0 6 169,00

The following current agreements have been concluded between SQLI Inc, and SQLI’s subsidiaries: Trade mark and technology licensing contracts Agreements on current accounts

Companies : SUDISIM ABCIAL SQLI SUISSE TECHMETRIX US SQLI MAROC LNET FRANCE CLEAR VALUE SA CLEAR VALUE INTERNATIONAL CLEAR VALUE FRANCE APPIA CONSULTING ICONEWEB

Companies of invoicing of central services

Companies : LNET FRANCE SQLI SUISSE SQLI MAROC CLEAR VALUE SA CLEAR VALUE INTERNATIONAL CLEAR VALUE FRANCE ICONEWEB

Contract of business leasing-management

Companies : ABCIAL SUDISIM

Company : SQLI SUISSE

oupe SQLI - 67 -

20 FINANCIAL INFORMATION ABOUT THE ISSUER’S NET WORTH FINANCIAL SITUATION AND RESULTS 20.1 HISTORICAL FINANCIAL STATEMENT

20.1.1 CONSOLIDATED ACCOUNTS AT 31 DECEMBER 2007

A. CONSOLIDATED BALANCE SHEET

ASSETS (in thousands of euros) 31.12.2007 Grades 31.12.2006

Goodwill 38 526 1) 16 264

Intangible fixed assets 4 313 2) 2 355

Tangible fixed assets 1 463 3) 862

Long-term investments 1 257 5) 1 064

Deferred Taxes Assets 287 22) 2 259

NON-CURRENT ASSETS 45 846 22 804

Customer receivables and related accounts 38 298 6) 25 598

Other receivables and regularisation accounts 28 586 7) 17 821

Tax outstanding assets 463 8) 276

Cash and cash equivalent 8 701 9) 9 291

CURRENT ASSETS 76 048 52 986

TOTAL 121 894 75 790

oupe SQLI - 68 -

LIABILITIES(in thousand of euros) 31.12.2007 Grades 31.12.2006

Capital 1 534 10) 1 409

Premiums 26 114 20 532

Consolidated reserves 11 019 4 656

Consolidated results 5 303 6 452

SHAREHOLDERS EQUITY BELONGING TO THE GROUP 43 970 C 33 049

Minority interests 1 878 -

CONSOLIDATED SHAREHOLDERS EQUITY 45 848 C 33 049

Long-term financial debts 12 268 16) 4 104

Long-term provisions 842 20) 692

Deferred taxes liabilities (*) 202 22) 75

Other non current liabilities 150 Section 1.01 (a) (i)23) 174

TOTAL NON-CURRENT LIABILITIES 13 462 5 045

Short-term financial debts 4 106 16) 1 842

Suppliers and related accounts 9 338 23) 5 886

Other debts 48 199 25) 29 887

Tax outstanding liabilities (*) 806 11

Short-term provisions 135 20) 70

CURRENT LIABILITIES 62 584 37 696

TOTAL 121 894 75 790 (*) the balance sheet of 31.12.2006 was modified to include in different lines the deferred taxes for the assets and the liabilities, as well as the tax outstanding which was previously been included in the categories « Other claims » and « other debt ».

oupe SQLI - 69 -

B. CONSOLIDATED RESULT STATEMENTS

(in thousands of euros) 2007 Notes 2006

TURNOVER 115 362 28) 91 148

Other earnings 760 353

Used purchases -474 -358

Staff costs -83 708 29) -66 943

External costs -19 143 32) -15 289

Taxes and dues -3 235 -2 601

Net depreciation, depletion and amortization -997 -305

Other operating costs and incomes -76 -74

CURRENT OPERATING RESULT (before valorisation of stock options and free shares) 8 489 5 931

Valorisation of stock options and free shares -161 29) -282

CURRENT OPERATING RESULT 8 328 VIII 1) 5 649

Other non recurring costs and incomes 223 -

OPERATING RESULT 8 551 VIII 1) 5 649

Cash and cash equivalents incomes 108 168

Cost of gross financial debt -566 -303

Cost of net financial debt -458 33) -135

Cost of gross financial debt -122 33) -81

NET RESULT (TAX EX) 7 971 5 433

Tax charge -2 668 34) 1 019

NET RESULT 5 303 6 452

of which :

Part of the group 5 303 6 452

NET RESULT - -

Net result per share (in euros) 0,18 0,24

Average number of outstanding shares 29 663 977 27 420 974

Net diluted result per share (in euros) 0,17 0,22

Average number of outstanding shares and BCE 31 944 996 29 886 508

oupe SQLI - 70 -

C. VARIATION OF CONSOLIDATED SHAREHOLDER’S EQUITY IN COMPLIANCE WITH IFRS STANDARDS

Own equity (in thousands of euros)

Number of shares

Capital Premium Réserves Year resultConversion

rate adjustment

Part of the group

Minority interests

Total

Situation at 31/12/05 26 646

783 1 332 17 501 2 102 2 501 81 23 517 - 23 517

Assignment of the result

2 501 -2 501 - -

Capital increase: ASTON contribution 434 953 22 843 865 865 SYSDEO contribution

127 983 6 282 288 288

PROCEA contribution

273 435 14 642 656 656

INLOG contribution 190 114 10 416 426 426 exercise of BCE 327 368 16 215 231 231 Group saving plan 189 168 9 418 427 427 Stock option plan costs

282 282 282

Self control -67 21 -46 -46 Conversion rate adjustments

-1 -48 -49 -49

Result 6 452 6452 6 452

Situation at 31/12/06 28 189

804 1 409 20 532 4 623 6 452 33 33 049 - 33 049

Assignment of the result

6 452 -6 452 - -

Capital increase: CLEAR VALUE contribution (1)

1 737 944

87 4 510 4 597 4 597

INLOG price supplmeent (2)

39 607 2 92 94 94

exercise of BCE 577 097 29 595 624 624 Group saving plan 130 139 7 282 289 289 Stock option plan costs

161 161 161

Self control -16 -16 -16 EOZEN variation of perimeter

- 1 878 1 878

Others -43 -43 -43 Capital increase costs -43 -43 -43 Conversion rate adjustments

-45 -45 -45

Result 5 303 5 303 5 303

Situation at 31/12/07 30 674

591 1 534 26 113 11 032 5 303 -12 43 970 1 878 45 848

(1) Increase of the capital and the issue premium of 4 692 K€ under deduction of the issue costs for 95 K€. (2) Increase of the capital and the issue premium of 104 K€ under deduction of the issue costs for 10K€.

oupe SQLI - 71 -

D. TABLE OF CONSOLIDATED CASH FLOWS

(en milliers d’euros) 2007 2006

CONSOLIDATED NET RESULT 5 303 6 452

Net depreciations, depletions and amortizations (1) 741 -562

Calculated costs and incomes related to stock-options and similar 161 282

transfer capital gain and losses -6 -9

Financing cost (*) 566 303

Corporate tax (*) 2 668 -1 019

Subsidies excluded from the result -427

SELF-FINANCING CAPACITY 9 006 5 447

Customer variation 2 601 1 552

Suppliers variation 1 154 4 389

Variation of other current assets and liabilities -12 652 -8 197

Reimbursed corporate tax (*) -392 169

NET CASH FLOW GENERATED BY OPERATIONAL ACTIVITY -283 3 360

Acquisition of fixed assets (2) -2 897 -1 980

Disposal of fixed assets 244 500

Acquisition of net holdings (3) -13 260 -5 081

NET CASH FLOW ASSIGNED TO INVESTMENT -15 913 -6 561

Capital increase 5 612 2 824

Issue of borrowings 12 627 1 300

Repayment of borrowings -2 020 -1 405

Paid interests (*) -507 -316

NET CASH FLOW ASSIGNED TO FINANCING 15 712 2 403

VARIATION OF THE CASH POSITION -484 -798

Cash flows and equivalents at 1st January 9 060 9 898

Effect of the currency rates -39 -40

NET CASH POSITION AT 31 DECEMBRE 8 537 9 060 (*) The financing char tat 31.12.2006= was modified to include the variation of flows on the financial costs and the corporate tax. This is why the self-financing capacity increased compared with last yea, due to the amount of financial costs. The collection and disbursement flows are included in categories « financing operations » and « administration costs ».

(1) Provisions related to current assets excluded.

(2) Mainly for the acquisition of AMPHAZ goodwill.

(3) The effect of perimeter variations matches the acquisition cost of the subsidiaries which entered the consolidated perimeter, that is 25 774 K€ under deduction of the money owed to the minoritary shareholders for 8 991 K€ and for the purchased cash position of 3 523 K€.

oupe SQLI - 72 -

E. APPENDIX TO THE CONSOLIDATED ACCOUNTS AT 31 DECEMBER 2006

1- ACTIVITY

SQLI is a service company which operates in the sector of advices and integration of e-business architectures. The group operates in France, Belgium, Netherlands, Luxembourg, Switzerland, Canada and Morocco. In 2007, SQLI turnover amounted to 115.4 M€, 27% higher more than in 2006. The group’s current operating margin reached 7.2% compared with 6.2% for the previous year. The current operating result amounted to 8.3 M€, 47% more than the previous year. At 31 December 2007, the group had 1 786 employees against 1 248 at 31 December 2006. The average day cost amounted to 445€ in 2007 (447 in 2006) and the employment rate reached 85%. The group accelerated its organic growth which reached 16% in 2007 against 12% in 2006. Thanks to its position on the most buoyant segments of the integration and e-business market, the group keeps on strengthening its leading position in integration and e-business projects, SAP and Business Intelligence, with a number of major accounts constantly increasing and an always more varied offer. In 2007, the group made six external growth operations in high value-added sectors:

- CLEAR VALUE & EOZEN : SAP consulting, - ALCYONIX & URBANYS : CMMI/Gouvernance, - ICONEWEB : Business Solutions

- AMPHAZ goodwill : Business Intelligence. The purchased companies represent 41M€ of the turnover for a full year but they contributed only for 10 M€ on the year. Eozen company whose turnover amounted to 21.8 M€, will be consolidated from the 1st January 2008. The own equity increased from 5.5 M€ in 2007: - CLEAR VALUE acquisition led to the issue of 1 737 944 new shares; - The price supplement for INLOG acquisition made in 2006 led to the issue of 39 607 new shares. - 577 097 new shares have been subscribed by SQLI employees who own stock options or BCE. - 130 139 new shares have been subscribed by the group’s employees within the Group Saving Plan.

II- ACCOUNTING PROCEDURES AND CRITERIA

1) General procedure

In application of European regulation 1606/2002 dated 19 July 2002 on international standards, SQLI consolidated accounts published at the end of the financial year on 31 December 2006 have been made in compliance with IFRS standards (International Financial Reporting Standards), as approved by the European Union and applied at 27 March 2008, date of the accounts closing by the Executive Board.

These standards are constantly applied on the financial years presented.

IAS 32 and IAS 39 have been applied by the group from 1st January 2004

2) Evolution of the accounting procedures in 2007.

Standards, amendments, and interpretations whose enforcement is compulsory in 2007:

The standards, amendments and interpretations concerned by SQLI are applied by the group since the 1st January 2007 and did not have any effect on the consolidated of the present report: • IAS 1 amendment on the complementary information related to the capital. • IFRIC 8, scope of IFRS 2, related to payments based on shares,

oupe SQLI - 73 -

• IFRIC 9 review of the incorporated derivatives • IFRIC 10 Intermediary financial information and loss of value • IFRIC 11 Own shares and transactions within the group The consolidated accounts also include the complementary information required by IFRS 7 financial tools.

Standards, amendments and interpretations whose application is optional in 2007: - IFRIC 13 Frequent flyer program is not applicable to the group’s activities - The following standards, amendments, and interpretations which will be compulsory from the 1st January 2009, were not applied in 2007: o IFRS 8 Operating segments, o IAS 23 amendment on loan costs.

3) Valuations and judgments

In order to establish the financial position in compliance with IFRS standards, the group has to carry out valuations and make hypotheses that affect the accounting value of some elements of the assets and liabilities, incomes and costs, as well as the data given in some footnotes of the appendix. The company’s management continuously assesses these valuations and estimations on the basis of its past experience and of other sensible factors that make the core of these valuations. The future results are likely to noticeably differ in function of different hypotheses or conditions. These estimations are focused on the acknowledgment of the turnover for package contracts, the recording of deferred taxes on the assets, the value tests on the assets and current and non-current provisions.

4) Consolidation principles

The mother company exercises an exclusive control over all the companies in the Group and all of the companies are fully consolidated. All transactions between consolidated companies as well as profits made within the Group have been cancelled out. The result accounts consolidate the accounts of the companies acquired during the financial year from the date that they were acquired. The company securities that are not consolidated but still meet the criteria mentioned above, are registered in “equity securities”. It is the case of companies which, whether individually or globally, are not important enough on any of the consolidated accounts aggregates.

5) Consolidation of subsidiaries

The companies’ mergers are counted according to the acquisition procedure. With this method, the gained assets and taken liabilities as well as possible assumed liabilities, are fairly counted at the purchasing date. a) Identified assets and liabilities At the time of the first consolidation of an entity, the revaluation of assets and liabilities whose net accounting worth noticeably differs from their true worth is made. The differences in value (goodwill) are put onto the balance sheet on the appropriate lines and must follow their own accounting rules. The Group has one year following the acquisition to finalise the valuations. b) Goodwill The gap that arises when a holding is purchased between the price paid for the acquisitions of securities (including the costs of doing so) of the consolidated company and the value of the proportion of the shareholders equity owned by the Group at the time of the company's inclusion in the consolidation scope is put into the

oupe SQLI - 74 -

difference in value or goodwill that is then attributed to the identified assets and liabilities. The residual part non affected is registered in the section “goodwill” in the balance sheet’s assets.

6) Conversion procedures for foreign currencies a) Foreign currencies transactions Foreign currencies transactions are converted in euros in application of the average exchange rate of the transaction date. The monetary assets and liabilities denominated in foreign currencies at the closing date are converted to the current rate. The conversion adjustments are counted in incomes or costs. The non-monetary assets and liabilities denominated in foreign currencies and counted at historical cost, are converted to the exchange rate of the transaction date. b) Financial state of foreign entities All the assets and liabilities of consolidated entities that are not denominated in euros, are converted to the closing rate. Incomes and costs are converted to the average exchange rate of the ended financial year. The exchange differences resulting from this treatment and those resulting from the conversion of the subsidiaries’ shareholder’s equity at the beginning of the financial year in function of the closing rates are included in the section “Conversion rate adjustments” in “Other reserves” of consolidated shareholder’s equity. The exchange rate differences coming from the conversion of net investments in subsidiaries and foreign associated companies are counted in the shareholder’s equity. 7) Information on the sector SQLI group operates as a system integrator in various countries: France, Switzerland, Belgium, the Netherlands, Canada and Morocco. The first information sector level consists of two areas for the activity division in geographical areas: “in France” and “Abroad”. The second information sector level by activity per sector is not relevant for the group. 8) Intangible fixed assets The intangible fixed assets are mainly made of software and package software entered at their acquisition cost and of commercial funds. The intangible fixed assets are depreciated on the utilization period expected by the group, on a straight-line basis over periods from 1 to 3 years. Package software VIGILINK/JURILINK and IMAGE PHARMA are depreciated over a period of 8 years. The purchased goodwill is submitted to a test of loss in value which can lead to the accounting of a provision for depreciation. In compliance with IAS 38 standard, the development expenses have been registered in the costs section because they do not match the six criteria given by the standard. At last, the brands have been cancelled since they were not recognized as intangible fixed assets anymore. 9) Tangible fixed assets The tangible fixed assets are entered in the accounting at their acquisition cost. The borrowing costs are not incorporated in the fixed assets.

oupe SQLI - 75 -

Depreciations are calculated on a straight-line basis according to the acquisition cost of the assets, in function of the utilization periods, generally established as follows:

Fixtures ……………………………………........ 8 to 10 years Office Equipment and furniture ………………. 3 to 5 years IT equipment …………………………............... 2 to 3 years The differences resulting from the various depreciation rates applied in the various group companies to fixed assets of the same nature are not significant and have not been subjected to restatement in the consolidated income statement.

10) Leasing contracts

The goods that are under lease contract are registered as fixed assets purchased on credit. The fixed asset is depreciated over the duration of its economic life for the group. The debt is amortized over the duration of the leasing contract. Only significant items have been restated.

11) Rental contracts

Rental contracts on fixed assets for which the group bears almost all the benefits and risks inherent in the ownership, are considered as leasing financing contracts and are thus subject to a restatement. The qualification of a contract is defined by the IAS 17 standard. The assets purchased in leasing financing are entered in the balance sheet as fixed assets at the lowest of their fair value and of the present value of minimal payments for the lease, minus the amortizations accumulated and the losses of value. These assets are depreciated on the basis of their expected utilization period (the compensation of restated contracts is registered in the section financial debts of liabilities). Ordinary rents are registered in liabilities not appearing in the balance-sheet The goods taken on lease by SQLI are ordinary leasing contracts for computer equipment, concluded for a 3 years period at the most. These contracts do not give to the group the main benefits and risks related to the assets ownership according to IAS 17 standard. In practice, the equipment is changed every two years; no penalty was paid for these renewals made in advance.

12) Depreciation of fixed assets

Goodwill and intangible fixed assets for unspecified utilization period are subject to a test for loss of value, in compliance with the measures of IAS 36 standard, at least once a year or more often if there are indications of loss of value. The other fixed assets mainly related to computer and office equipment are not subject to a test for value because of their nature and their amortization period.

13) Fixed assets

This section consists in non consolidated equity securities, deposits and guarantees paid and loans. They are registered at their acquisition cost (purchasing price plus acquisitions charges) or at their intake value. When the inventory value at the closing date is lower than the accounted value, a provision for depreciation is made for the amount of the difference. The securities inventory value is counted on the basis of criteria such as the quota of the net position, the evolution of the turnover and the long-term profitability.

oupe SQLI - 76 -

The 20-year loans constituting the company's participation in the construction effort are entered at their present value in the balance sheet. The company concluded a liquidity contract pursuant to the AFEI charter in order to promote the liquidity of transactions and the regularity of trading in its securities. The transactions carried out in its behalf by the securities dealer that signed the contract are entered in the account under long-term investments. The internally held shares under that contract are deducted from the consolidated shareholders' equity.

14) Valuation of receivables and debts Receivables and debts are valued at face value. A provision for the depreciation of receivables has been added to take into account the risk of them not being recovered. Transactions that were executed in foreign currencies are translating using the exchange rate that prevailed at the time of the transactions. Losses and profits resulting from this translation of balances as of the 31 December 2007 are carried into the Income Statement.

15) Long-term contracts Revenue on fixed price projects is accounted for according to the progress method. Services being provided are valued at the sale price. If the amount of the services provided is greater than the amount of the services invoiced for, the difference appears in the line called "Trade notes and accounts receivable" in terms of invoicing to be established. Otherwise, it is entered in the accounting under prepaid income on the line called "Other debts and adjustment accounts". A provision for losses at termination is recorded once the expected provisional margin for the project becomes negative.

16) Financial instruments

Financial assets are registered in the balance sheet when the group becomes a party of the contract dispositions. • Loans On the day of their creation, the loans are registered at the fair-value of the given compensation, that is the net cash flow without the issue costs. The loans are then evaluated at the depreciated cost according to the effective rate of interest. The issue costs are then taken in on an actuarial basis through the effective rate of interest procedure. • Cash flow The « Cash flow » category includes the float, the bank balance and the short- term investments in monetary instruments. These investments are available at any moment for their nominal value and the risk of value change is insignificant. The cash flow equivalents are evaluated at their market value at closing date. The difference of fair value coming from this revaluation is entered in the result accounts of the current period, in section “Cash Incomes and equivalent”.

17) Derivative instruments

a) Exposure to exchange risk The group is generally weakly exposed to the exchange rate on current commercial operations. These operations are made in countries where the risk of currency fluctuations is low. Therefore, there has not been any exchange coverage contracted for commercial operations.

oupe SQLI - 77 -

b) Exposure to rate risk The group’s financial result is affected by the interest rate change. Indeed, part of the debt has a variable rate. The group’s result accounts can be affected by a fluctuation of interest rates in the Euro area. c) Common principles related to coverage financial instruments The instruments used are limited to the following products : forward purchases and sells of currencies, currency swaps, purchases of currency options for the exchange risk coverage; interest rates swaps, future rate agreements, purchase of Capes and “tunnels” for the exchange rate coverage. These instruments - are used only for coverage ends, - are used only with French banks or foreign prime names, - do not have any illiquidity risk in case of possible reversal. The use of these financial instruments, the choice of compensations and more broadly, the management of the exposure to the exchange risk, are subject to specific states of reporting for the companies’ management and administrative boards d) Accounting procedures The accounting rule for rate hedging operations is the accounting of the variation of the hedging instrument’s fair value and the variation of the element that is symmetrically covered in the result accounts.

18) Provisions

In compliance with the IAS 37 standard “Provisions, possible liabilities and assets”, the provisions consist in the liabilities matching the following criteria: - the amount or the deadline have not been precisely set; - the economic impact is negative for the group, since these liabilities represent an obligation of the group towards a third party, and are likely to create a capital outflow in aid of this third party, without any compensation expected from the third party. The non current provisions are not related to the normal operating cycle of the firms. They mainly include: - The staff benefits : provisions for end-of-career indemnities granted to employees on their retirement day. The evaluation of the obligations towards the end-of-carrier indemnities are in compliance with IAS 19. Regarding the defined benefit scheme about post-work benefits and costs of services are estimated according to the projected credit unit method. This method is based on the compensations paid to the employees at the probable date of their retirement, taking into account the age pyramid, the staff trippage, and the survival rate set according to official tables per age group. The amounts are raised according to the inflation and promotion hypotheses, and updated in order to take into account the date at which the compensations will actually be paid. The provisions are updated if the time factor is significant. - The provisions aimed at covering the conflicts, possible unexpected events of the group’s activity in more than one year. Current provisions are related to the normal operating cycle of the group’s activity. They mainly include:

oupe SQLI - 78 -

- Provisions for losses on with end-of-contract terminations: they concern operations in progress, and are assessed case-by-case without compensation. - The provisions aimed at covering the conflicts and possible unexpected events of the group’s activity in less than one year.

19) Stock Options et subscription warrants The payments based on shares related to stock option plans granted to employees. The group implements the IFRS 2 standard for share subscription options granted after 7 November 2002 and whose rights have not yet been purchased at 1st January 2007, in compliance with transitional provisions. The valuation model chosen is the Black-Scholes formula. The staggering of this benefit on the options downtime is accounted in “staff costs”.

20) the Group Saving Plan

Throughout a Group Saving Plan, the company offers to its employees the possibility to subscribe to a capital increase, for a share value lower than the stock exchange one. These shares are submitted to a non-assignability clause for 5 years. According to IFRS 2, the difference between the subscription price paid by the employee and the fair value of the shares represents a privilege registered in staff costs.

21) Other non recurrent incomes and costs

Included in the current operating result, they represent the operating incomes and costs considered as non recurrent compared with the company’s current operation.

22) Taxation on profit

Taxation on the result consists in the payable charge of each consolidated fiscal entity, minus the differed taxations. These taxations are calculated on all the temporary differences coming from the difference between the fiscal basis and the consolidated basis of assets and liabilities, according to a balance sheet approach with application of the variable report and in function of a reliable payment schedule. The taxation rate and the fiscal rules used are those of fiscal texts in force that will be implemented during the outcome of the operations concerned.

Deferred taxes are registered in the balance sheet because it’s more likely that they will be given back during the following years. The deferred taxes on assets and liabilities are not updated.

23) Self-owned shares

All the self-owned shares of the group are registered at their acquisition cost by decrease of the own equity. The income resulting from the possible sale of these shares is registered in increase of own equity, so that the capital gain or loss does not affect the year’s net result.

24) Profit per share

Profit per share is calculated by divided the profit by the average number of shares in circulation during the course of the financial year. The diluted profit per share is arrived at by dividing the average number of shares in circulation during the course of the financial year as well as the average number of shares which would be issued following a conversation of convertible instruments into shares, share subscription options and BSC warrants granted at the end of the financial year.

oupe SQLI - 79 -

III. CONSOLIDATION PERIMETER

31/12/2007 31/12/2006 Name Headquarters % of control %of interest % of control % of interest

SQLI SA La Plaine Saint-Denis (93) Consolidating company SUDISIM SAS Montpellier (34) 100 % 100 % 100 % 100 % SQLI SUISSE SA Lausanne (Suisse) 100 % 100 % 100 % 100 % TECHMETRIX INC Cambridge (Etats-Unis) 100 % 100 % 100 % 100 % ABCIAL SAS La Plaine Saint Denis (93) 100 % 100 % 100 % 100 % SQLI MAROC SA Rabat (Maroc) 100 % 100 % 100 % 100 % LNET MULTIMEDIA SARL La Plaine Saint Denis (93) 100 % 100 % 100 % 100 % LNET MAROC SARL Casablanca (Maroc) Merged with SQLI Maroc 100 % 100 % IROKO.NET SARL La Plaine Saint Denis (93) Merged with LNET 100 % 100 % ASTON SA La Plaine Saint Denis (93) 100 % 100 % SYSDEO SA La Plaine Saint Denis (93) 100 % 100 % PROCEA SA Lyon (69)

Merged with SQLI 100 % 100 %

CLEAR VALUE SAS La Plaine Saint Denis (93) 100 % 100 % CLEAR VISION INTERNATIONAL SA Luxembourg 100 % 100 % CLEAR VALUE FRANCE SAS La Plaine Saint Denis (93) 100 % 100 % APPIA CONSULTING SAS La Plaine Saint Denis (93) 100 % 100 % ALCYONIX INC. Canada 100 % 100 % ALCYONIX FRANCE SARL Toulouse 100 % 100 % ICONEWEB MULTIMEDIA SAS La Plaine Saint Denis (93) 100 % 100 % ICONEWEB MULTIMEDIA MAROC SARL Casablanca (Maroc) 100 % 100 %

URBANYS SA La Plaine Saint Denis (93) 100 % 100 % EASYLINK SARL Paris (75) 100 % 100 % EOZEN BELGIUM SA Diegem (Belgique) 51 % 51 % EOZEN SA Strassen (Luxembourg) 51 % 51% EOZEN FRANCE SAS Paris (75) 51 % 51 % EOZEN SINGAPORE Singapour 51 % 51 %

SQLI SL Madrid, owned at 100%, isn’t consolidated since it doesn’t have a significant importance. The company didn’t have any activity since it was created.

IV. NEW ACQUISTIONS IN 2007

1) Clear Value Group The group CLEAR VALUE consists in CLEAR VALUE based in Paris and its subsidiaries (owned at 100%), APPIA CONSULTING, a company whose headquarters are located in Paris, and CLEAR VISION INTERNATIONAL, a company incorporated in Luxembourg, which owns 100% of CLEAR VISION capital. This group has developed an advanced expertise on SAP solutions in the three sectors of the SRM (relationship with the supplier), the CRM (relationship with the customer) and FSCM (electronic invoicing). The group has been purchased according to the procedure signed on 15 December 2006, modified by additional clauses on 31 January 2007. SQLI purchased 100% of Clear Value capital with: - The payment in cash of 189.040 Clear Value’s shares (22% of Clear Value shares) representing 1.324K€;

oupe SQLI - 80 -

- The payment under the form of a capital increase for SQLI of 1.737.944 shares coming from the 670 235 shares of Clear Value, representing 78% of its capital for 4 692324K€. A price supplement amounting at the most to 1.000K€ (22% in cash and 78% in SQLI new shares at the current value) will possibly lead to a payment from SQLI if the result objectives for 2007 are reached. According to the information currently available, the price supplement is totally owed to the founders. In 2007 the group’s, combined turnover reached 5 975 K€ for a combined net profit of 860 K€. The company has 46 employees. Clear Value has been consolidated from 1st January 2007. 2) Eozen Group

SQLI made an acquisition of majority holding (51%) of Eozen with an agreement signed on 19 December 2007. Eozen group is made of Eozen Belgium, a limited company under Belgian law, of EOZEN, a limited company under Luxembourg law which owns 100% of EOZEN France’s capital, and of EOZEN SINGAPOR. EOZEN is a top-end consulting firm dealing with all types of SAP offers, with a strong competence in the retail sale industry, the medias and the energy distribution. Its activities are complementary to those of SQLI and in particular to CLEAR value’s activities. The acquisition of 51% of both companies’ capitals has been made in cash for an amount of 7.8M€. The takeover of the remaining 49% will be done before 30 June 2008 through a payment in kind of the minority holders’ shares with the attribution of SQLI securities for the price firm part, and with the issue of equity-warrant securities for the price variable part. According to the agreement, Eozen acquisition price was set on the basis of a minimum of 0.7 times until a maximum of 1.2 times the consolidated revenues amount for 2007. The final rate will be set according to the EBIT growth rate and the consolidated revenues for 2008 and 2009 made by the group CLEAR VALUE and EOZEN together inside SQLI group. The group’s consolidated turnover reached 21 772 K€ for a net result of 732 K€. It has 140 employees. Eozen was consolidated on 31 December 2007 and did not participate in the group’s results for this year. 3) Alcyonix group Alcyonix group (which consists in Alcyonix Inc in Canada and Alcyonix France SARL) has been purchased on 30 April 2007 for a total price paid in cash of 904 K€. The group activity focuses on advices and certification with CMMI, Capability Maturity Model Integration, an evaluation model of the companies’ maturity level, an official partner of Software Engineering Institute (SEI). A price supplement of 187K€ will be possibly given if the objectives for 2007 are reached. It WILL be paid before the 30 June 2008. The consolidated turnover for 2007 amounted to 1 812 K€ for a net consolidated profit of 33 K€. The group has 9 employees. The acquisition costs (legal fees, registration fees..) related to this acquisition amount to 89 K€. This acquisition has been consolidated on 1st May 2007. Its contribution to SQLI results amounts to a profit of 120 K€.

oupe SQLI - 81 -

4) Iconeweb group Iconeweb Group (which consists in Iconeweb multimedia SAS and its subsidiary Iconeweb Morocco) has been purchased on 31 May 2007 by the acquisition of 100% of the capital amounting to 278 184€ paid in cash for an amount of 3.115K€. Based in Paris, in Belgium and in Morocco thanks to its subsidiary IconeWeb Multimedia Morocco, the group’s activity focuses on the conception and selling of company estate solutions (websites dedicated to the promotion of building complexes, electronic e-data room..). A price supplement amounting up to 435K€ (and at the most 565K€ if the objectives are surpassed) will possibly be paid according to the turnover and the margin in 2007 and 2008. In 2007, no price supplement has been registered as the conditions have not been fulfilled. The group’s turnover reached 1 785K€ in 2007 for a net result in deficit of 292K€. The company has 35 employees. This acquisition has been consolidated on 1st June 2007. Its contribution to SQLI results is a loss of 330K€. Given the group’s results for 2007 and those expected for 200, SQLI doesn’t intend to give a price supplement to Iconeweb former owners. 5) Urbanys URBANYS group. SQLI took control of URBANYS company. Based in Suresnes, URBANYS has developed a complete consulting offer going from consulting in architecture and governance of the information system MOAP aiming at improving the performance of information systems in order to match the jobs and economy objectives of the company. Operating in France and in Luxembourg, URBANYS is also famous for its consulting offer on the accompaniment for processing improvement related to CMMI, ISO, 9001, ITIL, COBIT… This acquisition has been made according to the procedure signed on 23 November207. 8 890 shares, that is 100% of the capital, have been purchased in cash for a fixed price of 2000K€. According to the procedure, a price supplement of at the most 600K will be possibly paid from SQLI if the turnover growth objectives are reached for 2008 and 2009 (subject to certain result levels). The company’s turnover amounted to 2 875K€ in 2007 and the net result to a profit of 190K€. It has 20 employees. URBANYS and its subsidiary, the company EASYLINK (owned for 99.2% from URBANYS) were consolidated on 1st December 2007. There contribution to SQLI results amounts to a profit of 26K€. V. EFFECT OF THE ACQUISITIONS ON THE FINANCIAL BALANCE SHEET At 31 December 2007, the temporary assignment of the acquisition prices and the goodwill can be exposed as follows:

(in thousands of euros) URBANYS EOZEN ICONEWEB CLEAR VALUE ALCYONIX Total

Basic price 2 000 7 800 3 115 6 016 904 19 835 Price supplement (estimation) 500 3 343 - 1 000 187 5 030 Acquisition fees 129 199 41 302 238 909

Acquisition costs 2 629 11 342 3 156 7 318 1 329 25 774 Net assets purchased 594 3 831 742 286 -62 5 391 Minoritary quotas - 1 878 - - 1 878

Group quotas 594 1 953 742 286 -62 3 513 Goodwill 2 035 9 389 2 414 7 032 1 391 22 261

oupe SQLI - 82 -

The companies integration in SQLI’s perimeter had the following effects on the group’s consolidated accounts:

(in thousands of euros) URBANYS EOZEN ICONEWEB CLEAR VALUE ALCYONIX Total

Goodwill 2 034 9 389 2 414 7 032 1 391 22 260 Net intangible assets

2 8 109 119

Net tangible assets

72 119 93 42 20 346

Financial assets

11 106 32 27 2 178

Non current assets A 2 117 9 616 2 547 7 210 1 413 22 903 Net customers claims 873 6 129 435 1 759 553 9 749 Other current assets 61 814 183 452 18 1 528 Cash flow and

equivalents 515 1 686 714 623 12 3 550

Current assets B 1 449 8 629 1 332 2 834 583 14 827 Claims and financial debts

43 43

Non current provisions 19 217 3 4 4 247 Non current liabilities C 62 217 3 4 4 290

Claims and financial debts

21 3 39 95 157 315

Current provisions 143 143 Suppliers debts 254 2 097 57 508 183 3 099 Other current liabilities 600 2 708 624 1 976 323 6 231

Current liabilities D 875 4 808 720 2 722 663 9 788 Net assets for the minoritary E

1 878 1 878

Acquisition cost A+B-C-D-E

2 629 11 342 3 156 7 318 1 329 25 774

VI. PRO FORMA INFORMATION

The pro forma consolidated result account exposed hereafter is aimed at giving financial information on the group’s activity, in the case in which ALCYONIX France, ALCYONIX Canada, ICONEWEB France, ICONEWEB Morocco, URBANYS, EASYLINK, EOZEN Luxembourg, EOZEN Belgium, EOZEN France et EOZEN Singapore have been purchased at 1st January 2007. This pro forma data is given for information and represents neither what the accounts would have looked like if the integration operations had been made on 1st January, nor what the future results will be. This information is based on: - The operating accounts of the subsidiaries for the year ended at 31 December 2007 and considers the following hypothesis: - No supplementary financial cost has been registered in the group’s accounts between the 1st January and the real date of acquisition.

oupe SQLI - 83 -

(in thousands of euros) 2007 Real 2007 Pro forma TURNOVER 115 362 141 348

Other income coming from the activity 760 2 250 Used expenses -474 -1 226 Staff costs -83 708 -97 097 External costs -19 143 -30 153 Taxes and dues -3 235 -3 567 Net allocation to depreciations and provisions -997 -1 375 Other operating incomes and costs -76 -81 OPERATING RESULT (before valorisation of the stock option and free shares) 8 489 10 099 Valorisation of stock options and free shares -161 -161 CURRENT OPERATING RESULT 8 328 9 938 Other non current operating incomes and costs 223 223 OPERATING RESULT 8 551 10 161 Income of cash flows and equivalents 108 154 Cost of gross financial debt -556 -673 Cost of net financial debt -458 -519 Other financial incomes and costs -122 -127 RESULT TAX EX 7 971 9 515 Tax cost -2 668 -3 365 CONSOLIDATED NET RESULT 5 303 6 149 Of which : Part of the group 5 303 5 791 Parts of minoritaries - 358 Net result, part of the group per share (in euros) 0,18 0,20 Average number of outstanding shares 29 663 977 29 663 977 Diluted net result, part of the group per share (in euros) 0,17 0,18 Average number of outstanding shares and BCE 31 944 996 31 944 996

VII- OTHER INFORMATION ON THE BALANCE SHEET OR THE RESULT ACCOUNTS 1) Consolidated goodwill

31.12.2006 Increase Variation of perimeter 31.12.2007 SQLI (1) 15 770 1 15 771 EOZEN 9 389 9 389 CLEAR VALUE 7 032 7 032 ICONEWEB 2 414 2 414 URBANYS 2 035 2 035 ALCYONIX 1 391 1 391 LNET 494 494 TOTAL 16 264 1 22 261 38 526

(1)The goodwill assigned to SQLI corresponds to the goodwill identified at the entry of the companies KEENVISION on the one hand, and ASTON , SYSDEO & PROCEA which were transferred to SQLI on the other hand. The identification of Goodwill corresponds to the variation of perimeter given in the grade V supra.

2) Intangible Fixed assets

31.12.2006 Mouvements of Perimeter

Acquisitions Allocations

Transfers take-over 31.12.2007

Goodwill 1 117 2 114 -50 3 181 Other intangible fixed assets 2 174 527 137 -45 2 793 Gross value 3 291 527 2 251 -95 5 974 Amortisation of other fixed assets 936 408 336 -19 1 661 Net values 2 355 119 1 915 -76 4 313

oupe SQLI - 84 -

The main increase is related to the acquisition of Amphaz goodwill made on 16 November 2007, with effect on 30 November 2007. Amphaz developed a activity of business intelligence, services and training in decision making and software negociation. The acquisition price is as follows: Goodwill acquisition price 1 500 K€ Price supplement on the basis of 0.35 times the amount of 2007 turnover 535 K€ Value of tangible fixed assets 133 K€ Acquisition charges 78 K€ Acquisition costs 2 246 K€ 3) Tangible fixed assets

31.12.2006 Mouvements of Perimeter

Acquisitions Allocations

Transfers take-over 31.12.2007

Other tangible assets 3 317 896 760 -153 4 820 Part of leasing : 537 73 -41 569 Gross values 3 317 896 760 -153 4 820 Depreciation of other tangible assets 2 455 551 467 -116 3 357 Part of Leasing : 375 11 66 -41 411 Net values 862 345 293 -37 1 463 Part of leasing : 162 62 -66 - 158

4) Impairment tests The impairment tests consisted in comparing the accounting net assets (goodwill included but price supplements excluded) and the recoverable value of the following main entities or group of entities: - SQLI, - CLEAR VALUE, - EOZEN, - ICONEWEB. The recoverable values are set from the updated net cash flows, with consideration of the terminal value, based on an infinite growth rate for the income of the valued assets. The rate used for the updating of the future cash flows is the weighted average cost of capital before taxes. The considered hypothesis in terms of activity growth and terminal values are reasonable and in compliance with the available market facts. The main factors used for the establishment of this estimated flows are the following:

SQLI CLEAR VALUE EOZEN ICONEWEB Evaluation date 11/2007 03/2007 12/2007 01/2008 Projection date 4 ans 5 ans 6 ans 4 ans Discount rate before tax 9,84% 11,8% 16,43% 10,54% Infinite growth rate 2,00% 2,50% 3,0% 2,0%

After these tests, the group did not decide any depreciation of assets.

oupe SQLI - 85 -

5) Other non-current assets

Assets available for sale Amortized loans and claims

Quoted security

Unquoted security

Loans and claims

Other financial

assets

Total

Gross value 34 751 667 1 452 Total of loss in value -31 -357 -388 Net value at 31December 2006 3 394 667 1 064 Mouvements of Perimeter 8 23 147 178 Investments 186 106 292 Sale value transaction -4 -163 -167 Increase (decrease) coming grom the varations of fair value

-110 -110

Gross value 42 956 757 1 755 Total of loss in value -31 -467 -498 Net value at 31.12.2007 11 489 757 1 257

The unquoted securities represent the participation held in SQLI Spain for 31 K€, as well as the interest parts in the group’s mutual banks for 11 K€. The loans and claims are related to the price granted for the building effort. They are updated on the basis of the fungible Treasury bond rate at 10 year (31.12.2007: 4,35% ; 31.12.2006 : 3,81%). The other financial assets represent the deposit and surety given for the group’s real estate renting as well as for the liquidity contract signed with la Financière d’Uzès.

6) Customer receivables

31.12.2007 31.12.2006 Customer receivables 25 370 17 693

production in progress 13 426 8 108Gross Value 38 796 25 801Provisions at opening date 203 328

Mouvements of Perimeter 18 -Allocation 424 211Recovery -147 -336

Provisions at closing date 498 203 of which : Provisions on customer receivables 345 203 Provisions on production in progress 153 - Net value 38 298 25 598

As mentioned in note 15), the production in progress corresponds to the services given but not invoiced yet for long-term contracts The customer receivables current value doesn’t differ from their accounting value. All customer receivables have deadlines less than 12 months. The group adopted a policy of externalisation and control of its customer receivables which covers both the insurance and credit field, and the recovery management and refinancing. The group assigned its claims within the framework of the factoring agreement. 100% of the customer receivables are given in to the Factor and registered in the category « other claims » (cf note 7) infra). This item is totally encashable except for a guaranteed 2 M€ provision.

oupe SQLI - 86 -

The division of born costs on the two previous years is registered as follows:

2007 2006 Credit-insurance and customer management 221 174Financial cost of the mobilisations of claim de mobilisation des créances 86 53Total 307 227

7) Other claims

31.12.2007 31.12.2006

Social receivables 271 90fiscal debt corporate tax excluded 2 032 1 558Current accounts 27 27Shareholders (exercices BCE) 19 69assigned claims (Provisions in the factor) 23 784 14 052Deferred costs 1 694 1 503Other claims 903 629

Gross value 28 730 17 928at the opening date 107 98

Allocation 37 9REcovery

Provision at closing date 144 107 of which : Provisions on current accounts 27 27 Provisions on other claims 117 80 Net Value 28 586 17 821

8) Outstanding tax assets

31.12.2007 31.12.2006 R&D tax credit 2 329 1 948Corporate tax deposit 251 124Gross Value 2 580 2 072Provision at opening date 1 796 1 554Allocation 413 454Recovery -92 -212Provision at closing date 2 117 1 796Net value 463 276

The group’s expenses from 2003 to 2007 for the R&D activity created a R&D tax credit whose corresponding claim is registered in the Assets of the balance sheet.

As a precaution, a non deductible equivalent provision whose amount is not definitely fixed has been registered. The provision is registered in the result account together with the tax credit. This provision will be maintained until the recovery of fiscal administration deadline, notwithstanding the repayments registered in the meantime.

9) Cash flow and cash flow equivalents

31.12.2007 31.12.2006 Liquid assets 3 492 2 669SICAV and monetary FCP 5 265 6 588Rate hedging instruments -56 34Cash position and equivalents 8 701 9 291

The comparison between the net cash position and equivalents exposed in the balance sheet, and the amount of net cash flow exposed in the cash flow variation chart is presented below :

oupe SQLI - 87 -

31.12.2007 31.12.2006 Cash position and equivalent 8 701 9 291Overdrafts -164 -231Cash flow less the variation chart 8 537 9 060

10) Capital SQLI Company’s share capital is composed of 30 674 591 shares (31.12.2006 : 28 189 804) with a par value of 0.05€ each. It is paid up in full.

On 25 April 2007, 1 737 944 shares have been issued at the price of 2.7070 € each for a total price of 4 692 K€ to remnuerate the 670 235 CLEARVALUE share . 1 166 633 of these shares are accompanied by warrants giving right to subscribe 288 SQLI shares if the totality of the price supplement is granted to the transferor shareholders.

1 737 944

On 28 September 2007, 39 607 shares have been issued at the price of 2,63 € each to remunerate the price supplement of 104 K€ due for the Image Pharma goodwill integrated on 17 October 2006 by Inlog company.

39 607

166 149 shares have been issued at the price of 0.46 €per share for the BCE holders, in compliance with the terms fixed by the Executive Board on 25 July 2003, and after authorisation of the General assembly meeting of 30 June 2003.

166 149

36 859 shares have been issued at the price of 0,80 € per share for the BCE holders, in compliance with the terms fixed by the Executive Board on 31 October & 23 September 2005, giving them the right to subscribe for capital increases in complement of those made in December 2003.

36 859

17 500 shares have been issued at the price of 1,219 € per share for the BCE holders, in compliance with the terms fixed by the Executive Board on 29 March 2004 and after authorisation of the General assembly meeting of 30 June 2003.

17 500

291 336 actions have been issued at the price of de 1,2755 € per share for the BCE holders, in compliance with the terms fixed by the Executive Board on 29 September 2004, after authorisation of the General assembly meeting of 10 June 2004.

291 336

49 831 500 shares have been issued at the price of 2,25 € per share for the BCE holders, in compliance with the terms fixed by the Executive Board on 23 September 2005, giving them the right to subscribe for capital increases in complement of those made in Ooctober 2005.

49 831

130 139 shares have been issued at the price of 2.22€ per share for the employees who joined the group Saving plan « PEG TESORUS » by decision of the Executive Board on 10 December 2007.

130 139

15 422 shares have been issued at the price of de 2,1678 € per share as a result for the stock-options exercise granted by the Governing Board on 27 July 2001, after autorisation given by the General Assembly meetings of 21 March and 6 July 2000.

15 422

Total 2 484 787

The company’s statutes give a double vote right for the fully paid shares which have been registered for at least three years, and for the shares granted to shareholders after a capital increase by capitalisation of reserves, benefits or issue premiums, at the rate of former shares which gave them the same right. The capital and vote rights are divided as follows:

31.12.2007

Number of shares % of capital Number of vote

rights % of vote rights

Jean Rouveyrol 1 734 398 5,7% 3 486 796 10,22% AURINVEST 1 273 106 4,2% 1 273 106 3,73% FD5 943 637 3,1% 1887 274 5,53% Famille Patrick Lacarrière 381 509 1,2% 381 509 1,12% SETHI 359 091 1,2% 718 182 2,10% Fondation de France 220 000 0,7% 220 000 0,64% Bruno Leyssene 194 079 0,6% 386 730 1,13% Employees share-ownership (PEG) 288 400 0,9% 288 400 0,85% Other registred shareholders 2 019 625 6,6% 2 265 794 6,64%

Part of Employees 579 096 1,9% 619 408 1,82% Total of registered shareholders 7 413 845 24,17% 10 889 791 31,92%

oupe SQLI - 88 -

Selfcontrol 30 119 0,1% 0 0,00% Public 23 230 627 75,7% 23 230 627 68,08%

Total 30 674 591 100,00% 34 120 418 100,00%

11) Stock option plans and similar The plans falling within the field of application of the IFRS 2 standard are plans n°4, 5 and 6, under which, respectively, 955 000, 45 000 and 1 639 000 business creator equity warrants were allocated. The plans which attributed options or warrants before 7 November 2002 were not valued. The total charge for SQLI is spread out over a period from 25 July 2003 to 28 September 2007, and that was corrected by the probabilities of the employees' presence on the dates of successive final allocations under each of the three plans as well as the probabilities of reaching objectives that determine some allocations. The evaluation of this charge was reviewed on 31 December 2007 according to instruments effectively attributed this day: the charge is estimated at 1005 KE, including 36 KE chargeable to financial year 2007 (2006: 282 KE).

Non-assessed Plans Plans assessed with standard IFRS 2

Plan n° 1 Plan n° 2 Plan n° 3 Plan n° 4 Plan n° 5 Plan n° 6 Type of plan Stock option BCE

General Meeting 21/03/2000 21/03/2000 21/03/2000 30/06/2003 30/06/2003 10/06/2004

Total

Expiry date of share stock options 04/07/2007 27/11/2007 27/07/2008 24/07/2008 29/03/2009 28/09/2009 31/12/2007

Options allocated but not exercised at 31.12.2005 21 964 1 769 218 104 660 214 45 000 1 626 668 2 563 719

Allocations - Cancelled options -16 334 -16 334 Exercised Options -191 811 -10 000 -50 989 -252 800 Options allocated but not exercised 31.12.2006 21 964 1 769 218 104 468 403 35 000 1 559 345 2 304 585

Attributions Cancelled options -21 964 -1 769 -23 733 Exercised options -15 422 -166 149 -17 500 -291 336 -490 407 Options allocated but not exercised at 31.12.2007 - - 202 682 302 254 17 500 1 268 009 1 790 445

Valorisation of stock option plans

In accordance with the procedures exposed in note 19), the plans granted after 7 November 2002 are assessed as follows:

Plan n° 4 Plan n° 5 Plan n° 6 Total Initial Valorisation 165 28 812 1 005 Charges for year 2006 27 9 246 282 Charges for year 2007 - 2 34 36 Hypothesis : Price of share at the allocation date (in euros) 0,39 1,23 1,37 Volatility 82,47% 82,47% 47,67% coupon zero rate 4% 4% 4% Price of exercise (in euros) 0,46 1,219 1,2755 stock option duration (in years) 5 5 5 Dividend rate - - - Faire option value (in euros) 0,1875 0,63 0,5025

13) Free share allocation plans for the employees and/or the Executive Board members

The combined General Meeting of 16 June 2006 authorised the Executive Board to allocate free shares, existing or to be issue in the limit of 800 000 new shares, to the employees or the managers of the group’s companies in one or more times. These allocations can be during 27 months ending on the 15 August 2008.

oupe SQLI - 89 -

The share allocation will be definitive after a period of two years, provided that the beneficiaries hold a social mandate or a work contract in the company. The shares have to be kept by their beneficiaries for at least two more years. They are granted without any financial compensation. These plans current terms are as follows:

Decision date of the Executive Board

Date of maturity and allocation

Deadline for the unassignibility

Original number of beneficiaries

Number or granted options

(1) 30.03.2007 29.03.2009 31.03.2011 4 80 000 (2) 14.06.2007 14.06.2009 15.06.2011 28 66 123 (1) 14.06.2007 14.06.2009 15.06.2011 3 236 111

35 382 234 (1) One third is granted without any performance criterion one third is granted provided that the 2007consolidated operating margin reaches or exceeds 8%,and one third is granted provided that the 2008 operating margin reaches or exceeds 10%. (2) Without any performance criteria

31.12.2007 Number Fair value

Options allocated at 1er January - - Allocations 382 234 89 Cancelled options Exercised options

Options allocated at 31 December 382 234 89

14) Self-owned SQLI actions After the resolutions taken by the Combined General Meeting of 16 June 2006, SQLI started a programme for buying back its own shares, with the following objectives (by decreasing priority): i) Market animation or share liquidity, ii) Purchase for keeping and using for exchange or retribution of possible external growth operations, iii) Allocation of shares to the employees iv) Possible Cancellation of these shares. This programme which lasted 18 months and ended with the General Meeting f 31 December 2007, set a maximum unit purchase price of 7 euros and a minimum unit selling price of 1 euro. It was organised within a liquidity contract signed with la Financière d’Uzès.

31.12.2007 31.12.2006 Number of

shares Unity price Value Number of shares Unity price Value

Self-owned shares at 1er January 24 901 2,720 € 68 10 048 2,079 € 21 Acquisitions in the year 69 754 2,867 € 200 100 034 2,690 € 269 Transfers at sale value -64 536 2,914 € -188 -85 181 2,744 € -234 Transfer gains and losses 3 11 Sekf-owned shares at 31 December 30 119 2,759 € 83 24 901 2,720 € 68

15) Restrictions on Own Equity SQLI Own Equity has to respect the minimum financial ratios fixed by the 17.2 ME credit line. At 31 December 2007, all the ratios are respected.

oupe SQLI - 90 -

16) Loans 31.12.2007 31.12.2006 Advances with conditions 360 787Loans with credit companies 11 863 3 300Debt position with leasing contracts 45 17Non current liabilities 12 268 4 104Loans with credit companies 3 828 1 499Restatements of the contracts of lease 35 92Current bank loans 164 231Broken-period interests 79 20Current liabilities 4 106 1 842Total of gross financial debt 16 374 5 946Less : Cash flow and equivalents -8 701 -9 291

Net financial debt (Cash flow net of debt) 7 673 (3 345)

Loans and financial debts have nearly exclusively been taken in euros:

31.12.2007 An authorised credit line amounting to a maximum of 17.2 millions of euros at 31 December 2007 : - Granted by a bank pool in June and December 2007 for the refinancing of ALCYONIX, ICONEWEB, CLEAR VALUE & EOZEN groups, as well as other future external growth operations. The fund-raising was done in June 2007 up to 5200 K€ and in December 2007 up to 7 427 K€. The surplus of 4 573 K€ is encashable before 31 July 2008. - It bears interest at EURIBOR variable rate for three months plus 1.7 point and is repayable in 5 annual and consecutive settlement dates amounting to 3440 K€ from 18 June 2008 to 18 June 2012. - It is guaranteed by the pledge of ALCYONIX, ICONEWEB, CLEAR VALUE & EOZEN shares, by the pledge of SQLI goodwill up to 1.4 millions of euros, as well as by the delegations of liabilities guarantees granted by the sellers and a delegation of the keyman insurance contract. This loan includes a certain number of covenants and financial ratios. At 31 December 2007, the group has respected these terms.

12 627

A 4.5 millions of euros loan granted by a bank pool for the purchase of ASTON securities. The loan has been settled for a duration of 46 months and bears interest at EURIBOR variable rate three months plus 2.2 points and is reimbursable in 16 four-months settlement dates amounting to 70 K€ from 15 December 2005 to 15 December 2009. The residual debt at 31 December 2007 amounts to: After the winding up by universal transfer of ASTON assets to SQLI, the loan is guaranteed by a pledge on SQLI goodwill.

2 281

A 1.3 millions of euros loan has been contracted in 2006 for the refinancing of PROCEA purchase and INLOG goodwill. The loan has been settled for a duration of 48 months and bears interest at 5.45% fixed rate, and is reimbursable in 16 four-months settlement dates of 45 K€ from 22 December 2006 to 22 December 2010. The residual debt at 31 December 2007 amounts to : The loan is guaranteed by a pledge on SQLI goodwill.

1 001

Other loans under deduction of loan issue costs -218 Total of loans contracted with credit institutions 15 691

The conditional advance are related to the innovation subsidy of 360 KE granted in 2004 by OSEO Innovation to PROCEA within a development program. This subsidy is refundable from 2009 to 2012 except in case of technical or commercial failure of the program The advance granted by the COFACE related to a canvassing insurance contract for the establishment of its TECHMETRIX US subsidiary in the United States, amounts to 427 KE at 31 December 2007. Given this subsidiary’s results, this advance has been totally paid and is then registered in the year result in the subsidies category.

oupe SQLI - 91 -

17) Capitalisation of debts on renting

The present value of future rents included in other loans, and related to financial lease contracts is exposed as follows:

31.12.2007 31.12.2006

2007 922008 36 172009 182010 19

Present value of future rents 80 109

The loans related to the reprocessing of leasing contracts concern exclusively SQLI (19 K€) and URBANYS (62 K€). 18) Analysis of gross financial debt per time limit

31.12.2007 31.12.2006

Repayable before one year 4 106 1 842Repayable after one year and before five years 12 268 4 104Repayable after five years - -

16 374 5 946

19) Derivative instruments related to the interest rate risk control.

a) Hedging rules for rate risks

The group contracted in 2005 a rate hedge in order to protect itself from the fluctuations of variable rates within the repayment duration of the 4.5 millions of euros loan. The group chose a collar which is the combination of a cap and a floor. In 2007, SQLI also contracted a rate hedge for its 17.2 millions of euros loan, with a fixed rate.

b) Hedge derivative instruments The conditions of derivative instruments related to the rate risk control at 31 December 2007 are exposed as follows :

Credit line of 17,2 M € Credit line of 4,5 M €

Starting date 31/12/2007 21/06/2007 21/06/2007 07/11/2005 Variable rates payer BNP Société Générale Société Générale Société Générale Variable rate EURIBOR 3 MONTHS

SQLI fixed/variable rate 4,58% 4,60% 4,60% EURIBOR 12 MOIS

Minimum : 2.15% Maximum : 3,08%

Notional amounts covered at 31 December : 2007 4 200 5 200 7 800 2 500 2008 3 360 4 160 6 240 2009 2 520 3 120 4 680 2010 1 680 2 080 3 120 2011 840 1 040 1 560 Fair value of instruments at 31/12/2007 -19 -24 -35 22

In 2007, the variation of instruments fair value generated a charge of 90 K€ (2006 : 34 K€ in incomes).

oupe SQLI - 92 -

5.9. Provisions Table of provision variations during the financial year (in thousands of euros)

31.12.2006 Mouvements of Perimeter Allocations Used

Provisions Non used provisions 31.12.2007

Fiscal dispute 286 7 293

Indemnities for retirement

176 31 48 255

Industrial tribunal disputes 80 210 30 -40 280

Empty premises 151 -44 -93 14

Long-term provisions 693 248 78 -44 -133 842

Taxes 3 4 -7

Losses upon completion 28 68 -28 68

Conflicts with suppliers 42 25 67

Other 115 -105 -10

Short-term provisions 70 143 72 -140 -10 135

Total 763 391 150 -184 -143 977

The provisions for retirement indemnities are exposed in note 21). The other provisions for risks and charges correspond to the estimation of the risks effect on the assets and liabilities, and to the possible conflicts resulting from the group’s activity. The most significant are exposed thereafter: SQLI and EOZEN France have been summoned by the Industrial tribunal on the request of four employees and estimated the risk at 70 K€ and 210 K€ after their lawyers’ advice. A tax provision of 223 K€ has been made following the fiscal disputes of SUDISIM company in 1993 (47 K€) and 2002 (questioning of the R&D credit for 176 K€). ASTON company contests a VAT repayment of 63 K€.

20) Advantages after employment The advantages after employment covered by provisions are related to the retirement indemnities for the staff employed in France. These indemnities are calculated according to the number of worked years and the annual wages of the employee when he retires. The calculation assumptions of the provisions for retirement indemnities are the following ones: - The retirement age is set at 65 years; - The annual salary revaluation rate is decreasing according to the age: from 5.9 % (from 20 to 30 years old), to 4 % (from 31 to 40 years old), 4.3 % (from 41 to 50 years old), 1,5 % (from 51 to 60 years old) then constant; - The discounting rate used is 4 %;

oupe SQLI - 93 -

- The turnover rates grated by age are those noticed in 2006; they fluctuate between 12.4 from 20 to 24 years old, and 24.6 from 30 to 34 years old - The group's commitment to its employees is increased in 46,5 % by the social charges. The provisions for the retirement indemnities are registered as follows:

Amounts registered in the balance sheet

31.12.2007 31.12.2006

Charges to be paid (net liabilities in the balance sheet) -255 -176 Deferred charges (net assets in the balance sheet) - -

Net amount in Balance sheet -255 -176

Evolution of commitments during the year (liabilities)

31.12.2007 31.12.2006 Commitments at 1st January 176 190

Variation of Perimeter 31 22 Variation of componets to register in the result account 48 -44 Commitments at 31December 255 176

22) Deferred taxes

31.12.2007 31.12.2006 Base Deferred tax Base Deferred tax

Retreatment of leasing contract amortisation 65 22 Provision for retirement indemnities 90 30 Hedging instruments 90 30 Provision for other long-term advantages 161 54 Loans issue costs 20 7 Fiscal deficits 425 142 6 777 2 259Market value 9 3

Deferred taxes (assets) : 287 2 259Leasing contract fees 76 25 Loans issue costs 270 90 Market value 3 1 Refund of leasing 18 6 Provision for retirement indemnities 37 12 Accelerated depreciation 78 26 12 4Regulated provisions 123 41 213 71

Deferred taxes (liabilities) : 202 75Net deferred taxes Assets (Liabilties) 85 2 184

23) Other non-current liabilities In March 2005 the Commercial court of Nantes validated the continuation plan of LNET company. The SARL benefits, besides the discounts granted by its creditors, from a spacing out of its debts; it will have to pay it by annual terms from March 2006 to March 2015. After a discounting rate of 4 % rate, the liabilities amount to 150 K€ (31.12.2007: 174).

oupe SQLI - 94 -

24) Supplier debts

31.12.2007 31.12.2006 Supplier debts 9 129 5 737Debts on the acquisitions of fixed assets (1) 209 149

Supplier debts and related accounts 9 338 5 886(1) The debts toward suppliers of assets related to the operating activity are considered as current debts.

25) Other debts

31.12.2007 31.12.2006 Paid advances and accruals 984 619Staff and social bodies 19 240 14 603Government, corporate tax excluded 11 701 8 878 Other debts 9 725 263Pre-paid earnings 6 549 5 524

Other payables and regularisation accounts 48 199 29 887 The other various debts are related to:

31.12.2007

EOZEN : According to the acquisition protocole, 3 962 K€ of the 7 800 K€ of the fixed price are due to the sellers and repayable, after acceptation of the 49% remaining by the General meeting, until the 30 June 2008. Half of the price supplement of 3 343 K€ is repayable in April 2009 for year 2008 and half in April 2010 for year 2009, that is in total :

7 305

CLEAR VALUE : According to the protocole, a price supplement is granted to some shareholders because the objectives of result have been reached. This supplement amounts up to 1 million euros and will be paid up to 22% in cash and for the rest by the issue of 288 886 SQLI shares.

1 000

AMPHAZ : As a price supplement for the goodwill acquisition made for 0.35 times the turnover amount for year 2007, that is : 535

URBANYS : According to the protocole signed with the sellers, a price supplement depending on the objectives reached for 2008 and 2009 concerning the turnover or the result levels could generate a payment from SQLI. The estimations of the price supplement amount are :

500

ALCYONIX : A price supplement is due to the selling shareholders because the objectives of results for 2007 have been reached. It will be paid before 30 June 2008 for an amount of: 187

Various other debts for : 198 Total: 9 725

As mentioned in note 15) the deferred income corresponds to the services invoiced within long-term contracts which exceed services given and valued according to their progress. 26) Payable tax assets and liabilities Here is the situation of the group companies regarding taxes: In the assets, the group has a total of 463 K€ of claims, mainly coming from the R&D tax credit registered by ABCIAL for an amount of 212 K€, from a carry-back registered by Eozen France for 126 K€, and from advances paid by Eozen Luxembourg for 48 K€.

oupe SQLI - 95 -

In the liabilities, the group has registered the taxes due by subsidiaries under foreign now amounting to 334 K€ and by the French companies amounting to 472 K€ (392 of which are due for the corporate tax of Clear Value company). 27) Currency rate and exposure to exchange risk The currencies and rates used for the conversion of financial statements of consolidated subsidiaries are exposed below:

Currency Average rate used in 2007 Rate of 31.12.2007 Average rate used in 2006 Rate of 31.12.2006

CAD 1,468947 1,444900 1,424221 1,528100 SGD 2,063617 2,116300 - - USD 1,370640 1,472100 1,255665 1,317000 CHF 1,642674 1,654700 1,573092 1,606900 MAD 11,219413 11,343700 11,047221 11,136600

For the group activity abroad, the exchange risks are the following:

(in thousands of euros) CAD USD SGD CHF MAD 31/12/2007 Goodwill 1 391 1 391Tangible assets 9 72 233 314Financial assets 5 71 56 132Non current assets A 1 400 5 143 289 1 837Customer receivables 208 85 3 545 597 4 435Other claims 9 35 134 178Payable tax assets 5 38 43Cash flow and equivalents 70 7 677 167 921Current assets B 292 7 85 4 257 936 5 577Debts towards suppliers 10 8 101 56 175Other debts 1 495 501 58 794 1 071 3 919Payable tax liabilities 6 6 72 84Short-term provisions 30 30Current liabilities C 1 511 509 64 997 1 127 4 208Net position A+B-C 181 -502 26 3 403 98 3 206

The group does not register any exchange risk control policy.

28) Revenues 2007 2006

EngineeringWeb designConsultingTrainingEquipment sold

85 81815 22510 5813 584

154

72 0688 7506 3703 853

107

Total 115 362 91 148 29) Staff costs

2007 2006 Salaries and allowances 58 562 46 569Social costs 25 146 20 374

83 708 66 943Provision for severance pays 48 36Allocation of BCE and free shares 161 282

83 917 67 261

oupe SQLI - 96 -

ff (excluding trainees) 1 419 1 134Staff registered at 1st January (excluding trainees) 1 248 1 070Mouvements of perimeter 250 30Increase (decrease) 288 148

ered at 31 December (excluding trainees) 1 786 1 248

The law of 4 May 2004 gives to French companies employees the right to training for 20 hours minimum a year, additional on a six years period. The expenses due to this right are registered in the charges for the current year and don’t generate any provision, except for an exceptional situation. 30) Wages allocated to the Executive and Governing Boards members The remuneration conditions for the group executive officers are set by the Supervisory Board after proposal of the Remuneration committee. All the wages and advantages granted to the Boards members are divided as follows:

Rémunéra-tions brutes

Charges sociales 2007 Rémunéra-

tions brutes Charges sociales 2006

Short-term advantages (1) 629 260 889 438 185 623 Advantages after employment Long-term advantages End-of-contract allowance (2) Compensation in shares 41 41 105 105 Attendance fees 28 28 25 25 Total 698 260 958 568 185 753

(1) By « short-term advantage » is intended thewages itself,which includes paid vacations, premiums, interest, advantage in kind and employees participation. (2) Cf. Infra balance sheet excluded

31) Autres transactions avec les parties liées The other transactions with related parties concluded at the market conditions are the following :

31.12.2007 31.12.1006 Expenditure Income Claims (Debts) Expenditure Income Claims (Debts)

LVCT 282 - 114 -

There has been no other transaction with related parties during the financial year. 32) External costs

2007 2006

General sub-contract work 7 206 6 349Rents and rental charges 4 935 3 745Repairs and maintenance 453 406Insurance bonuses 207 103Other documentation 346 215External staff 198 93Fees 1 512 1 198Advertisement, public relations 383 294Transports of goods 92 34Travelling, assignments and receptions 2 801 2 049Post charges and telecommunications 842 673Banking services 132 97Other external services 36 33

19 143 15 289

oupe SQLI - 97 -

33) Cost of the net financial debt

2007 2006

Revenues from loans and receivables 37 15Net earnings from VMP sales 133 132Hedging instruments -62 21

Earnings from cash flow and cash flow equivalents 108 168Interest costs -480 -250Factoring financing commission -86 -53

Gross financial debt cost -566 -303NET FINANCIAL DEBT COST -458 -135

The exchange differences on financial elements, as well as the result of the debt discounting, are presented on the line “Other financial products and costs":

2007 2006

Difference in rate of exchange -4 14Discounting of long-term loans -118 -95

Other financial earnings and costs -122 -81

34) Tax cost Breakdown between deferred taxes and taxes to be paid in the income statement.

2007 2006 Deferred taxes 2 101 -901Taxes to be paid 567 -118 Tax cost (credit) 2 668 -1 019

a) Fiscal integration

SQLI and its French subsidiaries represent a fiscal group integrated at 31 December 2007. This group includes the same companies as at 31 December 2006, except for ASTON, SYSDEO & PROCEA which have been dissolved by universal transfer of assets to SQLI, and for which the group chose a tax system in favour of mergers allowed by Article 210 A of the French General Tax Code.

b) Tax evidence

2007

Consolidated Result before taxes 7 971

Theoretical Tax 33,1/3%

Theroretical tax cost -2 657

Impact of the non-accounting for tax credits on loss carryovers -214

Impact of consolidation reprocessing without tax implications 214

oupe SQLI - 98 -

Allocation effect of previous losses 161

Incidence des charges non déductibles -754

Effect of non-deductible costs 370

Impact of different corporate tax rates 77

Non refundable DTA 2

Carry back 58

Families tax credit 42

Fiscal integration effect 33

Charge d’impôt effectif -2 668

Taux d’impôt effectif 33,47%

The group registered 4, 617 thousands of euros of tax loss outside the tax integration perimeter which didn’t generate any activation of deferred tax since the provisional results have not been sufficient for the concerned structures.

VIII SECTORAL INFORMATION

1) Contribution of the consolidated companies

2007 2006 Revenues Current operating

result Net result Revenues Current operating result Net result

SQLI (1) 95 596 7 186 4 658 80 901 4 913 5 856CLEAR VALUE

5 102 1 298 819

ICONEWEB 884 -566 -416 ALCYONIX 692 68 45 LNET (2) 540 -327 -360 621 68 52URBANYS 230 33 26

103 044 7 692 4 772 81 522 4 981 5 908SQLI Suisse 10 163 593 593 9 088 416 407CLEAR VALUE Luxembourg

873 45 41

SQLI Maroc (3) 828 -96 -204 538 259 189ALCYONIX Canada

454 107 75

Divers -13 26 -7 -5212 318 636 531 9 626 668 544

115 362 8 328 5 303 91 148 5 649 6 452

(1) SQLI aggregates in 2007 include those of ASTON, SYSDEO and PROCEA before their universal transfer of assets, and those of ABCIAL and SUDISIM which concluded a leasing contract with SQLI. In order to be more homogeneous, 2006 results have been modified in the same way. (2) LNET aggregates in 2007 include those of LNET and IROKO before their universal transfer of assets into LNET. (3) SQLI Morocco in 2007 include those of LNET Morocco and SQLI Morocco. In order to be more homogeneous, 2006 results have been modified in the same way.

oupe SQLI - 99 -

2) Sectorial data

2007 2006 INCOME STATEMENT France Abroad Total France Abroad Total

Total revenues 104 143 16 504 120 647 82 466 10 335 92 801Elimination of the Inter zone revenues -1 101 -4 184 -5 285 -945 -708 -1 653Revenues from external customers 103 042 12 320 115 362 81 521 9 627 91 148Net allocations to depreciation -692 -116 -808 -439 -77 -516Net allocations to provisions -262 73 -189 218 -7 211Current operating profits 7 692 636 8 328 4 981 668 5 649Other non-recurring earnings and costs 223 - 223 - - -Operating profits 7 915 636 8 551 4 981 668 5 649Net financial debt cost -483 25 -458 -149 14 -135Tax cost -2 496 -172 -2 668 1 208 -189 1 019Consolidated Net earnings 4 772 531 5 303 5 908 544 6 452

31.12.2007 31.12.2006 BALANCE SHEET France Abroad Total France Abroad Total

Consolidated goodwill 27 746 10 780 38 526 16 264 - 16 264

Intangible fixed assets 4 312 1 4 313 2 355 - 2 355

Tangible fixed assets 1 045 418 1 463 643 219 862Financial assets 1 052 205 1 257 945 119 1 064Fixed assets A 34 155 11 404 45 559 20 207 338 20 545Customer claims 28 731 9 567 38 298 22 226 3 372 25 598Other claims 27 775 811 28 586 17 620 201 17 821Payable tax assets 372 91 463 276 276Claims B 56 878 10 469 67 347 40 122 3 573 43 695Long-term provisions 842 842 692 692Other non-current liabilities

150 150 174 174

non-current liabilities (debt excluded) C 992 - 992 866 - 866

Suppliers debts 7 510 1 828 9 338 5 600 286 5 886

Other debts 27 906 20 293 48 199 26 966 2 921 29 887Payable tax liabilities 472 334 806 11 11Short-term provisions 105 30 135 70 - 70Current liabilities debt exluded D 35 993 22 485 58 478 32 647 3 207 35 854

Invested capital A+B-C-D 54 048 -612 53 436 26 816 704 27 520

Reconciliation of invested capital :

Own consolidated equity A 45 848 33 049

More-than-a-year loans 12 268 4 104Less-than-a-year loans 4 106 1 842Cash flow and cash flow equivalentsLess:

-8 701 -9 291

Net amount of debt (1) B 7 673 -3 345

Deferred tax assets 287 2 259Deferred tax liabilities -202 -75

oupe SQLI - 100 -

Deferred net taxes C 85 2 184Invest capital A+B-C 53 436 27 520(1) Notwithstanding the specific affectation of some credit lines, the debt is considered as not affected with regard to the group management.

2007 2006 CASH FLOW

France Abroad Total France Abroad Total Self-financing capacity 8 355 651 9 006 4 743 519 5 262

Acquisitions of tangible and intangible net assets

2 399 127 2 526 - 1 332 -141 -1 473

oupe SQLI - 101 -

IX. OFF BALANCE SHEET COMMITMENTS The group has to take a certain number of committments due to its activity. Some of this commitments generate provisions (like the commitments related to retirement and other advantages granted to the staff, legal disputes…) The other commitments not included in the balance sheet are listed below.

1) Remaining committments coming from contract obligations.

less than one year

from one to five years

More than five years 31.12.2007 31.12.2006

Premises 2 534 3 544 73 6 151 4 006IT equipment 1 301 1 650 2 951 4074Vehicles 1 494 1 996 3 490 833Allowance of rental contracts 5 329 7 190 73 12 592 8 913

2) Received committments

The sellers of URBANYS company granted to SQLI a guarantee on its assets and liabilities limited to 15% of the purchase price (price supplement included). This guarantee is itself guaranteed by first-demand guarantee of 120 K€ granted by HSBC and available by third on 24 November of 2008, 2009 and 2010. The former shareholders of EOZEN granted ti SQL§I a guarantee on its assets and liabilities, with a trigger rate of 50 K€ limited at 25% of the purchase price (price supplement included). This guarantee is itself guaranteed by the pledge of future SQLI shares to be issued, or in case the issue would not be done at 30 June 2008, by a first-demand guarantee. The shareholders of ICONEWEB granted to SQLI a guarantee on its assets and liabilities, with a trigger rate of 70 K€, an exemption of 40 K€ limited to 2025 K€ with a possible price supplement. No supplementary guarantee has been granted by the sellers, except for the possibility for SQLI to keep part or everything of the price supplement. The sellers of CLEAR VALUE granted to SQLI a guarantee on its assets and liabilities with a trigger rate of 75K€ , limited to a maximum between 196 K€ and 600 K€ according to the stock market price of SQLI shares, until 24 April 2010. The selling shareholders of ALCYONIX granted to SQLI a guarantee on its assets and liabilities with a trigger rate of 20 K€, limited to 300 K€ until 30 October 2009. As a guarantee for this commitment, a share of the purchase price amounting to 149 K€ is being kept by the Lawyers association of Paris (Ordre des Avocats de Paris.). 3) Debts guaranteed by real securities In the framework of the credit lines amounting to 17.2 and 4.5 millions of euros granted by Société Générale, BNP Paribas, Palatine and Neuflize OBC Entreprise, SQLI pledged to their benefit :

- 859 265 shares of CLEAR VALUE, - 8 880 shares of URBANYS, - 92 718 shares of ICONEWEB MULTIMEDIA, - 51% of EOZEN SA securities and 4 080 shares of EOZEN Belgium, - SQLI goodwill up to 1,4 million of euros.

Moreover, the liabilities guarantees granted by the sellers of URBANYS and EOZEN are subject to a payment delegation to the bank pool.

oupe SQLI - 102 -

In the framework of the credit line of 1.3 millions of euros granted by BNP Paribas and Société Générale, SQLI pledged INLOG goodwill to their benefit. Besides, considering the SUSIDIM dispute about the R&D tax credit, the group pledged the goodwill for 176 K€ which is the amount of the tax credit, to the benefit of the French Direction générale des Impôts. 4) Other commitments SQLI planned to build an Offshore platform on Mohammed the 1st University campus in Oudja, Morocco. While the university provides the site without any compensation, SQLI will finance the construction of a building for an amount of 500 K€ on a surface area of 1500 m2. Given the recent law amendments, the setting of the 75 K€ compensation planned for Messieurs Y. El Mir and B. Leyssene, in case of revocation of their Executive Board member contract, by the Supervisory Board of 1st October 2002 has been postponed to the Supervisory Board meeting which will be held on 23 April 2008. Keymen insurances have been contracted for the Executive Board chairman in the benefit of the company for a guaranteed amount of 1.100.000 € and 3.057.000 € . If paid, these amounts would be assigned to the early reimbursement of bank loans. 5) Credit lines accepted but not used yet At 31 December 2007, the following credit lines have been accepted but not used : - 1 000 K€ of authorised overdraft at Société Générale - 1 000 K€, of authorised overdraft at Banque Palatine, - 4 573 K€, of available withdrawal on 17,2 millions of euros credit line granted by the bank pool consisting in

the Société Générale, the BNP Paribas, the Banque Palatine and Neuflize OBC Entreprise. 6) Current legal disputes SQLI Morocco was submitted to a tax inspection from the Moroccan tax authorities related to years 2002 to 2006. On 5 March 2008, the company has thus been notified with a few tax adjustment grounds for a total of 319 K€, related to the formal aspects of some deducting charges. The company opposed these adjustments considering them irrelevant. Without prejudice to the conclusions of the appeal brought, the company thinks that the settlement of this procedure won’t have any major impact on its results and its financial situation. No provision was then registered on this ground.

.

X EVENTS REGISTERED AFTER THE ACCOUNTS CLOSING A joint venture named GEIE Xype-SQLI, has been created in March 2008 with the English company Xype. Equally controlled by each of the two companies and based in France, this joint venture is aimed at uniting the twho companies advances expertises in order to offer to their customers and in particular the group EADS, a complete and top-quality offer. The joint-venture will rely on strong commercial and geographic complementary specificities, as well as good business synergies. Xype will cover the UK and Germany while SQLI will cover France, Spain and Morocco (for the offshore offer). Xype is specialised in consulting, professional training around CAO tools CAO (SolidWorks, 3DVIA, Catia v5...), PDM (Product Documentation Management) and PLM (Product Lifecycle Management) such as Windchill.

oupe SQLI - 103 -

20.2 PRO FORMA FINANCIAL INFORMATION Appendix VI of 2007 consolidated accounts gives pro forma data. This pro forma data is given for information and represents neither what the accounts would have looked like if the integration operations had been made on 1st January, nor what the future results will be. This information represents then an hypothetic situation and does not expose the Group effective financial situation.

20.3. COMPANY ACCOUNTS ON 31 DECEMBER 2007 20.3.1 BALANCE SHEET

In euros Net at 31.12.2007 Notes Net at 31.12.2006ASSETS Intangible assets 18 947 968 1 1 436 278 Tangible assets 775 080 2 377 595 Financial fixed assets 27 073 566 3 16 562 485

FIXED ASSETS 46 796 612 18 376 358 Customers receivables and related accounts 25 932 519 4 20 120 248 Other claims 28 339 550 5 18 217 192 Cash 5 280 145 7 6 559 333 Pre-paid costs 1 589 260 8 1 149 506

CURRENT ASSETS 61 141 473 46 046 277

Conversion rate adjustments-Assets 9 177 9 6 908

TOTAL OF ASSETS 107 947 261 64 429 543

LIABILITIES

Capital 1 533 730 1 409 490 Share premiums, issue premiums, goodwill 25 067 182 19 630 183

Legal reserve 140 949 133 234 Carry-forward 5 461 758 841 377 Earnings (profit or loss) 5 923 694 4 628 096 Mandatory provisions 79 169 11 12 848

SHAREHOLDER EQUITY 38 206 482 10 26 655 229

Advances with conditions 360 000 12 427 380

OTHER EQUITY 360 000 427 380

Provisions pour risques 228 393 75 143 PROVISIONS FOR RISKS

AND COSTS 228 393 13 75 143

Credits and debts with credit institutions 16 115 038 14 4 924 956 Various financial credits and debts 5 059 784 15 2 838 518

Supplier debts and related accounts Tax and social debts 7 140 631 5 908 422

Tax and social debts 24 929 531 16 19 104 054 Debts on fixed assets 9 735 966 17 129 549

oupe SQLI - 104 -

Other debts 888 252 18 564 119 Pre-paidearnings 5 196 196 20 3 748 611

DEBTS 69 065 398 37 218 228

Conversion rate adjustments-liabilities

86 988 21 53 563

TOTAL OF LIABILITIES 107 947 261 64 429 543

The attached appendix is part of the financial statements.

20.3.2 INCOME STATEMENT

31.12.2007 (12 months) Notes 31.12.2006

(12 months)

REVENUES 94 409 652 22 74 511 249 Operating subsidies 102 791 52 441 Decrease in depreciation/provisions 148 823 30 280 240 Cost transfers 258 644 33 206 817 Other earnings 2 766 456 23 3 549 423

OPERATING INCOME 97 686 366 78.600.170

Other purchase and external costs 21 411 811 24 16 817 718 Taxes and dues 2 865 047 25 2 272 914 Wages and salaries 44 755 152 36 927 650 Social costs 21 006 779 17 346 314 Allocations to depreciation and provision - On fixed assets : allocation to depreciation 490 162 1 et 2 233 286 - On current assets : allocation to provision 195 477 30 70 750 - For risks and costs : dotations ato provision 60 426 30 67 559 Other costs 39 908 35 440

OPERATING COSTS 90 824 761 73 771 631

OPERATING RESULT 6 861 604 4 828 538

Financial earnings 367 439 636 042 Financial costs 1 724 521 865 050

FINANCIAL RESULT (PROFIT OR LOSS) (1 357 083) 26 (229 008)

CURRENT RESULT BEFORE TAXES 5 504 522 4 599 530

Extraordinary income 454 347 Extraordinary costs 178 480 98 303

EXTRAORDINARY PROFIT OR LOSS 275 867 29 (98 303)

CORPORATE TAX (143 305) 31 (126 869)

oupe SQLI - 105 -

BENEFIT PROFIT OR LOSS 5 923 694 4 628 096

The attached appendix is part of the financial statements. 20.3.3 FINANCING TABLE

In euros 31.12.2007 Notes 31.12.2006

Year result 5 923 694 4 628 096 Net allocation for depreciation and provision 1 249 923 30 (157 999) Capital gains or losses for transfers 6 242 Technical excess 542 489 1 Coface advance registered in the result account (427 380) 29

Self-financing capacity 7 294 968 4 470 098

Variation of operating capital (4 497 275) (1 229 306)

1. CASH FLOW USED IN (COMING FROM) ACTIVITY 2 797 693 3 240 792

Acquisitions of intangible assets (2 242 218) 1 (1 491 718) Acquisitions of tangible assets (587 718) 2 (231 577) Acquisitions of financial fixed assets (26 017 905) 3 (1 588 982) Transfer of intangible assets 50 000 1 Transfer of tangible assets 16 376 2 Transfer of financial fixed assets 44 641 3 261 179

Net investment (28 736 824) (3 051 098)

Variation of other creditors 9 273 135 (2 820 758)

2. CASH FLOW COMING FROM (ASSIGNED TO) INVESTMENTS

(19 463 689) (5 871 856)

Capital increase 124 239 10 77 151 Other own equity increase 5 494 261 10 2 788 623 Increase (decrease) of financial debt 11 169 311 14 77 461 Net variation of current accounts (1 295 198) (3 492 674)

3. FINANCING FLOW 15 492 613 (549 439)

4. VARIATION OF CASH FLOW (1 173 383) (3 180 503)

5. Net cash position at the accounts opening date 6 453 527 9 634 031

SH POSITION AT THE ACCOUNT CLOSING DATE 5 280 144 6 453 527

The attached appendix is part of the financial statements.

oupe SQLI - 106 -

20.3.4 APPENDIX A. Activity Created in 1990, SQLI is the French leading company for specialised services in N.T.I.C. The services offered by the company consists in : - Consulting : governance, urbanisation, Moa, process improvement and industrialisation, new SAP offers, Business Intelligence… -Integration : SQLI makes more than 50% of its activity on package projects, with a result commitment and strict guarantee of costs and deadlines respect thanks to CMMI 3. The group has specialised services centres (Forfait, TMA, TRA, SAP, BI…). -Solutions : turnkey solutions which take advantage of the Internet and help improve the teams productivity and answer functional problems. - La Web agency : the integrated web agency helps companies to take advantage of the new opportunities of the web: e-marketing and 2.0 Web, 2.0 company and business applications; ROI web (traffic, e-commerce, e-pub…), Web management… The company is listed in Paris stock market on Eurolist, “compartiment C” (code: FR0004045540).

20.2.1 Important events during the financial year Evolution of turnover and staff The turnover increased from74 512 K€ at 31 December 2006 to 94 410 K€ at 31 December 2007. The staff included 1 326 people against 860 in 2006. The staff who joined SQLI after the dissolution of ASTON, PROCEA and SYSDEO included 67 people. Capital increase The capital increased from 1 409 490,20 € to 1 533 729,55 € between the beginning and the end of the financial year. The growth is mainly due to the exercise of BCE and various operations granted to the beneficiaries of these warrants, in remuneration of the securities brought. Issue premium of 877 544,23 € and 4 559 454,47 € , free of charge, resulting from these operations have been registered. Operations of external growth

Acquisition of Clear Value The group CLEAR VALUE consists in CLEAR VALUE based in Paris and its subsidiaries (owned at 100%), APPIA CONSULTING, a company whose headquarters are located in Paris, and CLEAR VISION INTERNATIONAL, a company incorporated in Luxembourg, which owns 100% of CLEAR VISION capital. This group has developed an advanced expertise on SAP solutions in the three sectors of the SRM (relationship with the supplier), the CRM (relationship with the customer) and FSCM (electronic invoicing). The group has been purchased according to the procedure signed on 15 December 2006, modified by additional clauses on 31 January 2007. SQLI purchased 100% of Clear Value capital with: - the payment in cash of 189.040 Clear Value’s shares (22% of Clear Value shares) amounting to a total of 1.324K€ - the payment of 1.737.944 shares under the form of SQLI capital increase as a remuneration of 670.235 shares of Clear Value, representing 78% of its capital for 4 692 K€.

oupe SQLI - 107 -

A price supplement amounting at the most to 1.000K€ (22% in cash and 78% in kind for 2888 886 SQLI shares) will possibly lead to a payment from SQLI if the result objectives for 2007 are reached. In 2007, the combined turnover reached 5 975 K€ for a combined net profit of 860 K€. The company has 46 employees. Acquisition of Alcyonix group Alcyonix group (which consists in Alcyonix Inc in Canada and Alcyonix France SARL) has been purchased on 30 April 2007 for a total price paid in cash of 904 K€. The group activity focuses on advices and certification with CMMI, Capability Maturity Model Integration, an evaluation model of the companies’ maturity level, an official partner of Software Engineering Institute (SEI). A price supplement of 187K€ will be possibly given if the objectives for 2007 are reached. It WILL be paid before the 30 June 2008. The consolidated turnover for 2007 amounted to 1 812 K€ for a net consolidated profit of 33 K€. The group has 9 employees. Acquisition of Iconeweb group Iconeweb Group (which consists in Iconeweb multimedia SAS and its subsidiary Iconeweb Morocco) has been purchased on 31 May 2007 by the acquisition of 100% of the capital amounting to 278 184€ paid in cash for an amount of 3.115K€. Based in Paris, in Belgium and in Morocco thanks to its subsidiary IconeWeb Multimedia Morocco, the group’s activity focuses on the conception and selling of company estate solutions (websites dedicated to the promotion of building complexes, electronic e-data room..). A price supplement amounting up to 435K€ (and at the most 565K€ if the objectives are surpassed) will possibly be paid according to the turnover and the margin in 2007 and 2008. In 2007, no price supplement has been registered as the conditions have not been fulfilled. The group’s turnover reached 1 785K€ in 2007 for a net result in deficit of 292K€. The company has 35 employees. Acquisition of Urbanys group URBANYS group. SQLI took control of URBANYS company. Based in Suresnes, URBANYS has developed a complete consulting offer going from consulting in architecture and governance of the information system MOAP aiming at improving the performance of information systems in order to match the jobs and economy objectives of the company. Operating in France and in Luxembourg, URBANYS is also famous for its consulting offer on the accompaniment for processing improvement related to CMMI, ISO, 9001, ITIL, COBIT… This acquisition has been made according to the procedure signed on 23 November207. 8 890 shares, that is 100% of the capital, have been purchased in cash for a fixed price of 2000K€. According to the procedure, a price supplement of at the most 600K will be possibly paid from SQLI if the turnover growth objectives are reached for 2008 and 2009 (subject to certain result levels).

oupe SQLI - 108 -

The company’s turnover amounted to 2 875K€ in 2007 and the net result to a profit of 190K€. It has 20 employees.

Acquisition of Eozen SQLI made an acquisition of majority holding (51%) of Eozen with an agreement signed on 19 December 2007. Eozen group is made of Eozen Belgium, a limited company under Belgian law, of EOZEN, a limited company under Luxembourg law which owns 100% of EOZEN France’s capital, and of EOZEN SINGAPOR. EOZEN is a top-end consulting firm dealing with all types of SAP offers, with a strong competence in the retail sale industry, the medias and the energy distribution. Its activities are complementary to those of SQLI and in particular to CLEAR value’s activities. The acquisition of 51% of both companies’ capitals has been made in cash for an amount of 7.8M€. The takeover of the remaining 49% will be done before 30 June 2008 through a payment in kind of the minority holders’ shares with the attribution of SQLI securities for the price firm part, and with the issue of equity-warrant securities for the price variable part. According to the agreement, Eozen acquisition price was set on the basis of a minimum of 0.7 times until a maximum of 1.2 times the consolidated revenues amount for 2007. The final rate will be set according to the EBIT growth rate and the consolidated revenues for 2008 and 2009 made by the group CLEAR VALUE and EOZEN together inside SQLI group. The group’s consolidated turnover reached 21 772 K€ for a net result of 732 K€ . It has 140 employees. Acquisition of Amphaz assets Amphaz developed an activity of Intelligence business specialised in consulting and integration of databases and decision making tools. Its assets have been purchased on 16 November 2007, and take effect on 30 November 2007for the following value: -goodwill: 0.35 times 2007 revenues - Tangible assets: accounting net value of 132 667 €. A part of the price amounting to 1 632 667 € has been paid at 30 November 2007, and a price supplement of 535 900 € has been registered. The acquisition costs amount to 78 090 €. The platform in Oujda SQLI planned to build an Offshore platform on Mohammed the 1st University campus in Oudja, Morocco. While the university provides the site without any compensation, SQLI will finance the construction of a building for an amount of 500 K€ on a surface area of 1500 m2. On 2 October 2007, SQLI obtained from the Moroccan Minister of the Interior the assignment of the site and on 12 November 2007 the authorisation to start building the platform on the chosen site. Financing A credit line with variable rate of 17.2 millions of euros has been granted on 18 June 2007 by the banks BNP Paribas, Banque Palatine, Neuflize OBC Entreprises et Société Générale. This funding is related to the acquisitions of the totality of ALCYONIX and ICONEWEB MULTIMEDI shares, of 22% of Clear Value shares, and to the financing of other external growth operations. The loan is divided in two parts: the first one of 5200 K€ will be available in one withdrawal from 18 June 2007; the second of 12000 K€ will be available between 18 June 2007 and 31 July 2008. The loan is reimbursable in five year settlements of 3440 K€ at 18 June of every year, starting from 2008.

oupe SQLI - 109 -

The credit bears interest at Euribor 3 months plus a margin of 1.70 point. The rate risk is totally covered b a rate swap (Cf infra). At 31 December 2007, the company raised 7427 K€ on the second part. Commissions and costs have been paid for 269K€.

Restructuration

ASTON, PROCEA and SYSDEO companies have been dissolved at 31 October 2007 by decision of SQLI. These dissolutions have been done without winding up and led to a universal transfer of assets to SQLI. According to Article 1844-5 of the Civil Code, the transferors have 30 days to oppose the dissolution from the date of publication. The transfer has thus been made on 30 November 2007 on the basis of accounting results at that date.

Other

On 28 September 2007, the Executive Board set a price supplement of 150 000 € due to Inlog company for the transfer of IMAGE PHARMA goodwill made on 27 October 2006. This price supplement was paid in cash for 45 833,59 € and in kind for 104 166,41 € by the issue of 39 607 shares at the price of 2,63 €. C. Events that have taken place after the closing of the financial year A joint venture named GEIE Xype-SQLI, has been created in March 2008 with the English company Xype. Equally controlled by each of the two companies and based in France, this joint venture is aimed at uniting the two companies advances expertises in order to offer to their customers and in particular the group EADS, a complete and top-quality offer. The joint-venture will rely on strong commercial and geographic complementary specificities, as well as good business synergies. Xype will cover the UK and Germany while SQLI will cover France, Spain and Morocco (for the offshore offer). Xype is specialised in consulting, professional training around CAO tools CAO (SolidWorks, 3DVIA, Catia v5...), PDM (Product Documentation Management) and PLM (Product Lifecycle Management) such as Windchill. The liquidation of TECHMETRIX INC has been decided.

D. Accounting methods and rules The individual accounts on December 31, 2006 have been drawn up in euros and presented in accordance with the currently accepted accounting rules and principles. The general accounting agreements were applied respecting with caution and in accordance with the basic assumptions:

- Continuity of operation, - Consistent accounting methods from one financial year to another, - Independence of the financial years. The base method retained to evaluate the booked elements is the historical costs method. The main methods used are as follows:

oupe SQLI - 110 -

a. Intangible fixed assets The intangible fixed assets are registered at their acquisition cost. Software are depreciated on a duration from 1 to 3 years, except for the software packages VIGILINK/JURILINK and IMAGE PHARMA which are depreciated on 8 years to take into account the expected life span of these solutions. Goodwill is registered at their acquisition cost, charges included. The technical excess coming from the universal transfer of assets of a subsidiary is registered in intangible assets, category “goodwill”. If need be, the excess representing the loss or “real mali” is registered in financial costs. Goodwill and technical excess are submitted to a test of loss of value at least once a year or more frequently if there are existing losses of value. b. Tangible assets

Tangible assets are registered at their acquisition cost. In application of the CRC regulation N° 2004-06, the management chooses not to incorporate the costs of loans into the value of the fixed assets. According to the rules defined by the CRC regulation N° 2002-10, the fixed assets must be broke down into individualised elements with a different duration of use. We did not identify in our capital assets liable to be the object of a breakdown by component. Thus the depreciation is calculated using the straight-line method in accordance with the expected life cycle of the asset, according a linear method (L) or decreasing (D) as follows: General installations L on8 years IT equipment L on 2 years Office equipment L on 5 to 8 years Transport equipment L on 4 years

c. Financial fixed assets

The financial fixed assets are registered at their acquisition price. In application of the CRC regulation N° 2004-06, the management chooses to activate the acquisition costs of the securities. The costs incurred from 2006 are spread on 5 years by means of an accelerated depreciation which starts with the securities acquisition date.

At the end of each financial year, the historical value of the equity shares is compared to the going value by taking account of the quota of net assets increased in the unrealised gains and the trend in profits as well as the economic interest that the companies represent for the group. The unfavourable variations are the object of provisions for depreciation of securities.

d. Other financial assets The 20 years loans granted by the company on its obligation to participate to the construction are capitalised according to the OAT 10 year-rate. The company concludes a liquidity contract in accordance with the AFEI charter in order to promote the liquidity of transactions and the regularity of its securities payments. The transactions carried out for its own benefit, by the securities dealers maker of the contract, are entered in the accounting under long-term loans and investments.

oupe SQLI - 111 -

Own shares are evaluated on the basis of their acquisition value.

e. Receivables Receivables are valued at face value. A provision for depreciation is made if there is a risk of non-recovery. The group outsources the management of its customer claims covering credit-insurance, as well as recovery and refinancing management. The company assigned these claims within the framework of factoring agreements. With the exception of claims for foreign customers or customers living in the DOM TOM, 100% of customers claims are transferred to the factor and registered in the category “Other claims”. This heading is totally payable except for a guarantee provision of 2 millions euros. The company initiated a Research and Development programme from 2003 to 2007 which meets the criteria for eligibility for a research tax credit.

As a precaution, an equivalent non-deductible provision was assigned to this asset, which was not definitively earned.

A convention on current accounts has been signed within the group between SQLI and the related companies, which controls the cash flow resulting from the economic and financial relationship between themselves.

In this context, SQLI established a statement of current accounts and calculated the interests due on the basis of the average credit balance during last semesters. Interest scales calculated are capitalised on the last day of the related semester.

The remuneration rate of current accounts is equal to the average of EURIBOR 12 months rate, in the limit of the tax deductions consented by national legislations.

f. Short-term investment securities

The short-term investment securities are booked at the purchase price or at the market price for the latest month, if the latter is lower. For the unlisted securities, if the balance sheet value is less than the likely trading value, a provision is set aside for depreciation. The company realises at the end of the year the short-term investment securities of its holdings. g. Cash flow A convention of centralisation of the group cash flow has been signed with la Société Générale on 23 May 2006. It provides a centralisation of the cash flow of companies which participate in the convention,, on SQLI the controlling company. In this way, the net day positions of the participating companies accounts, (debt or credit) are levelled on the controlling company accounts. The interest paid and owned are calculated day by day according to the centralised position of the group cash position. The interest rates applied are the rates applied in the market.

h. Long-term contracts The turnover resulting from all-in projects is entered in the accounting in accordance with the progress method. The current services are valued at the sale price. If the amount of services performed is greater than the amount invoiced for, the difference appears in invoices to be established. Otherwise, it is recorded as prepaid income. For sub-contracts, the invoicing from subcontractors or prepaid charges are registered according the project advancement.

oupe SQLI - 112 -

A provision for losses upon completion is entered when the anticipated project margin is negative.

i) Other shareholders’ funds

In 1999 SQLI concluded with COFACE company (Compagnie Française d’Assurance pour le Commerce Extérieur) a contract concerning prospecting insurance for the establishment of its TECHMETRIX US subsidiary in the United States. The granted advances are repayable starting in 2003 and until 2007 at a rate of 25% of the annual receipts of the American subsidiary. Advances not repaid at the end of the said period belong to SQLI. After the dissolution of Procea (Cf Supra), SQLI signed a contract with ANVAR (Agence Nationale de Valorisation de la Recherche) on 30 June 2004 for the payment of a 360 000 € loan dedicated to the conception of an platform integrating the process application. The reimbursement of the loan will be done through annual settlements from 31 March 2009 to 31 March 2012.

j) Transactions in foreign currencies

The charges and income in foreign currencies are entered at their equivalent value on the date of the transaction. The debts, receivables and liquid assets in foreign currencies appear in the balance sheet at their equivalent value as determined by the rate at the end of the financial year. The difference resulting from this valuation of debts and receivables in foreign currencies at this rate is entered in the balance sheet under the heading "unrealised foreign exchange gains and losses". The differences resulting from the conversion of liquid assets in foreign currencies are registered in the category “exchange loss” of the result accounts.

k) Tax situation of the group concerning corporate tax

On 31 December 2006, SQLI constitutes an integrated group for taxation purposes including the following companies: -SUDISIM -ABCIAL -SYSDEO. The tax charges are borne by the integrated companies (subsidiaries and parent), as in the absence of taxation integration. The tax savings made by the group are retained by the parent company. . The company registers the payable tax charge. The R&D, family and training tax credit are retreated from the tax charge.

l) Advantages after employment

The advantages after employment covered by provisions are related to commitments for retirement compensations, which are fixed allowances calculated according to the number of years of service and the annual wages at the date of retirement. They don’t generate any provision in the accounts.

oupe SQLI - 113 -

e. Other information

The supplementary information is given in euros.

1. INTANGIBLE FIXED ASSETS

31.12.2006 TUP 1 Acquisitions Allocations

Transfers Recovery 31.12.2007

Software 1 807 986 382 155 128 138 2 318 279 Goodwill 200 000 15 594 379 2 114 080 50 000 17 858 459

Gross value 2 007 986 15 976 534 2 242 218 50 000 20 176 738

less : depreciations 571 708 382 155 274 907 1 228 770

Net value 1 436 278 15 594 379 1 967 311 (50 000) 18 947 968

The technical loss resulting from the universal transfer of assets of ASTON, PROCEA and SYSDEO are registered I category “goodwill”. Real losses are registered in the year financial charge.

These losses are registered as follows:

Securities value

Own Equity at 30/11/2007 Merger loss Consolidated

goodwill Technical loss Real losses

ASTON securities 8 931 512 (25 088) 8 956 600 9 954 531 8 956 601 SYSDEO securities 4 915 207 399 714 4 515 494 4 282 413 4 282 413 233 081 PROCEA securities 1 328 577 (419 014) 1 747 591 1 438 183 1 438 183 309 408

Total 15 175 297 (44 388) 15 219 686 15 675 128 14 677 197 542 488

SQLI also purchased the following business premises from SYSDEO:

- For 323 844 €, the training activity of NAGORA TECHNOLOGIE and the distribution of VISUAL WORKS, WEBSPHERE OU WEBLOGICS products, as well as the consulting and assistance services related to the installation of these products;

- For 593 340 €, the goodwill of OBJECTIVA SA, transferred to SYSDEO by merger of assets at 1st January 2005.

The acquisitions and transfers of goodwill of the year account for AMPHAZ intangible assets purchased for 2 114 080 € (of which 78 090 € of charges) on the one hand, and the 50 000 € reduction of INLOG price supplement for the purchase Image Pharma goodwill on the other hand.

2) TANGIBLE FIXED ASSETS

31.12.2006 TUP Acquisitions Allocations

Transfers Recovery 31.12.2007

General installations, fittings 525 671 37 283 163 349 16 376 709 927 Transport equipment 4 437 4 437

1 Universal transfer of ASTON, PROCEA, SYSDEO

oupe SQLI - 114 -

IT equipment 530 643 385 982 389 834 1 306 459 Furniture equipment 392 982 104 316 34 535 531 833

Gross value 1 453 733 527 581 587 718 16 376 2 552 656

Less : depreciations 1 076 138 496 317 215 255 10 135 1 777 575

Net Value 377 595 31 264 372 463 (6 241) 775 080

3) FINANCIAL FIXED ASSETS

31.12.2006 TUP

Increase Allocation

Decrease Recovery

31.12.2007

Securities 23 014 054 (15 175 297) 25 774 888 33 613 645 Less : provisions 7 125 501 407 598 7 533 099

Net Value 15 888 553 (15 175 297) 25 367 290 26 080 546

Loans 394 418 322 938 154 016 4 000 867 373 Deposits and surety 368 904 52 687 73 623 25 115 470 099 Own equity* 67 719 200 019 184 642 83 096 Fixed claims1 33 909 15 526 18 383

Gross Value 864 950 375 626 427 658 229 283 1 438 951 Less : provisions 191 017 165 005 89 910 445 932

Net Value 673 933 210 620 337 748 229 283 993 020

Total Gross Value 23 879 004 (14 799 671) 26 202 546 229 283 35 052 596 Less provisions 7 316 518 165 005 497 508 7 979 031

Total Net Value 16 562 486 (14 964 676) 25 705 038 229 283 27 073 566

The acquisition costs of securities are the following:

Acquisition cost Price supplement Charges Total

ALCYONIX INC. 949 763 137 342 88 742 1 175 847 ALCYONIX 103 497 49 272 152 769 ICONEWEB MULTIMEDIA 3 115 000 40 861 3 155 861 URBANYS 2 000 000 500 000 129 323 2 629 323 EOZEN LUXEMBOURG 4 055 831 1 738 213 103 865 5 897 909 EOZEN BELGIUM 3 743 844 1 604 505 95 875 5 444 224 CLEAR VALUE 6 016 004 1 000 000 302 071 7 318 075

Total 19 983 939 5 029 332 760 737 25 774 008

The following depreciations are registered on financial fixed assets:

31.12.2006 TUP Allocations Recovery 31.12.2007

Securities ABCIAL 7 047 607 7 047 607

ICONEWEB MULTIMEDIA 407 598 407 598 TECHMETRIX 47 444 47 444

SQLI ESPAGNE 30 450 30 450

1 Espèces indisponibles du contrat de liquidité

oupe SQLI - 115 -

Total 7 125 501 407 598 7 533 099

Loans i 191 017 165 005 89 910 445 932

Total 7 316 518 165 005 497 508 7 979 031

i OAT rate at ten years at the closing of the financial year : 4,35% (31.12.2006 : 3,81%).

The provision registered on ICONEWEB MULTIMEDIA corresponds to the loss registered by the company since its integration in the group.

* Self-owned shares

After the resolutions taken by the Combined General Meeting of 16 June 2006, SQLI started a programme for buying back its own shares, with the following objectives (by decreasing priority): i) Market animation or share liquidity, ii) Purchase for keeping and using for exchange or retribution of possible external growth operations, iii) Allocation of shares to the employees iv) Possible Cancellation of these shares. This programme which lasted 18 months and ended with the General Meeting f 31 December 2007, set a maximum unit purchase price of 7 euros and a minimum unit selling price of 1 euro. It was organised within a liquidity contract signed with la Financière d’Uzès.

31.12.2007 31.12.2006 Number of

shares Unity price Value Number of shares Unity price Value

Self-owned shares at 1er January 24 901 2,720 € 68 10 048 2,079 € 21 Acquisitions in the year 69 754 2,867 € 200 100 034 2,690 € 269 Transfers at sale value -64 536 2,914 € -188 -85 181 2,744 € -234 Transfer gains and losses 3 11 Sekf-owned shares at 31 December 30 119 2,759 € 83 24 901 2,720 € 68

4 CUSTOMERS AND RELATED ACCOUNTS

Customer claims amounts to 16 117 191 € and invoices to make up to 10 610 800 €.

Depreciations are registered on customer claims for 676 008 €, including those related to the company TECHMETRIX INC amounting to 414 769 €. Depreciations on invoices to make up are also registered for 119 464 €.

The deadlines for customer claims is less one year.

SQLI uses the services of a factoring company. The business costs of customer claims and their capitalisation are as the following:

In thousands of euros 2007 2006

Credit_insurance and customer management 201 174 Financial cost of claims capitalisation 75 43

Total 276 217

oupe SQLI - 116 -

5 OTHER CLAIMS

Gross amount Depreciation Net amount 1 an

maximum More than 1

year

Debts of suppliers 64 842 64 842 64 842 Staff and related accounts 10 404 10 404 10 404 French public welfare system and other social bodies

81 698 81 698 81 698

State, other government units : Corporate tax

R&D tax credit 1 Value added tax

Advances on professional tax

39 880

2 141 193 1 047 879

22 291

1 445 176

39 880

696 017 1 047 879

22 291

39 880

1 047 879

22 291

2 141 193

Group and associates 2 3 288 111 66 713 3 221 398 3 288 111 Various debtos

Capitalised customer claims3 Amphaz reinvoicing4

Other5 Income to get

22 608 660

377 069 242 790 43 896

117 273

22 608 660

377 069 125 517 43 896

20 608 660

377 069 242 790 43 896

2 000 000

Total 29 968 713 1 629 162 28 339 550 25 827 520 4 141 193

1 R&D tax credit amounts to à 78 855 € on the year for an overall credit of de 910 489 €. This category also includes R&D tax credit of companies ABCIAL for 557 864 € and LNET MULTIMEDIA for 147 035 €, both integrated, as well as those of ASTON for 144 319 €, PROCEA for pour 203 777 €, and SYSDEO for 177 709 € after the dissolution of these companies. The assets are totally depreciated until the end of the tax administration recovery deadline.

2 The result accounts of companies TECHMETRIX INC (39 213 €) and SQLI Spain (27 500 €) are also totally depreciated. The interest income on the year result accounts, calculated at a rate of 4.40%, amount to 178 883 €.

3 The guarantee reserve signed with the factor amounts to 2 000 000 €.

4 In compliance with the goodwill transfer contract, SQLI invoiced to AMPHAZ outstanding amounts on its activity for 65 208 € and rights to paid vacation for the staff for 311 861 €.

5 97 273 € allocated to the participation of SQLI to the consortium about the European project QUALEG have been depreciated.

6 VARIATION OF THE PROVISIONS FOR DEPRECIATIONS

31/12/2006 TUP Dotations Recovery 31/12/2007

Securities 7 125 501 407 598 7 533 099Loans for building effort 191 017 165 005 89 910 445 932Customers 480 484 164 057 158 270 7 338 795 473Other claims 979 005 525 805 124 352 1 629 162

Total 8 776 007 854 867 780 130 7 338 10 403 666

7 CASH FLOW AND EQUIVALENTS

The investment tangible securities have been sold on 31 December 2007 and bought back on the same day. Their acquisition cost corresponds to the market value at the closing date.

oupe SQLI - 117 -

Les valeurs mobilières de placement ont été cédées le 31 décembre 2007 et rachetées le jour même. Leur coût d’acquisition correspond donc à leur valeur de marché à la clôture.

31.12.2007 31.12.2006 Available funds 401 807 34 313 Monetary unit trusts and funds. (SICAV and FCP) 4 878 338 6 525 020 Cash flow and equivalents in the balance sheet 5 280 145 6 559 333

8 CHARGES PAID IN ADVANCE

The charges paid in advance for subcontracts amount to 741 841 €. Those related to leasing and other regular external costs amount to 847 419 €.

9 RATE ADJUSTMENT –ASSETS

The rate adjustment is related to the accounts of TECHMETRIX INC. 10 OWN EQUITY

The capital is made of 30 674 560 shares (31.12.2006 : 28 189 804) of 0.05 € each. All the shares belong to the same category and are entirely paid in.

o Analysis of the variation

The company net situation before the appropriation of profit is as follows:

31.12.2006 Increases Appropriation of

profit Year result 31.12.2007

Capital 1 409 490 124 240 1 533 730 Issue premiums 19 630 183 5 436 999 25 067 182 Legal reserves 133 234 7 715 140 949 Carry-forward 841 377 4 620 381 5 461 758 Profit (loss) 4 628 096 (4 628 096) 5 923 694 5 923 694 Regulated provisions 12 848 66 321 79 169

26 655 229 5 627 560 5 923 694 38 206 482

o Increase of Capital SQLI Company’s share capital is composed of 30 674 591 shares (31.12.2006 : 28 189 804) with a par value of 0.05€ each. It is paid up in full.

On 25 April 2007, 1 737 944 shares have been issued at the price of 2.7070 € each for a total price of 4 692 K€ to remnuerate the 670 235 CLEARVALUE share . 1 166 633 of these shares are accompanied by warrants giving right to subscribe 288 SQLI shares if the totality of the price supplement is granted to the transferor shareholders.

1 737 944

On 28 September 2007, 39 607 shares have been issued at the price of 2,63 € each to remunerate the price supplement of 104 K€ due for the Image Pharma goodwill integrated on 17 October 2006 by Inlog company.

39 607

oupe SQLI - 118 -

166 149 shares have been issued at the price of 0.46 €per share for the BCE holders, in compliance with the terms fixed by the Executive Board on 25 July 2003, and after authorisation of the General assembly meeting of 30 June 2003.

166 149

36 859 shares have been issued at the price of 0,80 € per share for the BCE holders, in compliance with the terms fixed by the Executive Board on 31 October & 23 September 2005, giving them the right to subscribe for capital increases in complement of those made in December 2003.

36 859

17 500 shares have been issued at the price of 1,219 € per share for the BCE holders, in compliance with the terms fixed by the Executive Board on 29 March 2004 and after authorisation of the General assembly meeting of 30 June 2003.

17 500

291 336 actions have been issued at the price of de 1,2755 € per share for the BCE holders, in compliance with the terms fixed by the Executive Board on 29 September 2004, after authorisation of the General assembly meeting of 10 June 2004.

291 336

49 831 500 shares have been issued at the price of 2,25 € per share for the BCE holders, in compliance with the terms fixed by the Executive Board on 23 September 2005, giving them the right to subscribe for capital increases in complement of those made in Ooctober 2005.

49 831

130 139 shares have been issued at the price of 2.22€ per share for the employees who joined the group Saving plan « PEG TESORUS » by decision of the Executive Board on 10 December 2007.

130 139

15 422 shares have been issued at the price of de 2,1678 € per share as a result for the stock-options exercise granted by the Governing Board on 27 July 2001, after autorisation given by the General Assembly meetings of 21 March and 6 July 2000.

15 422

Total 2 484 787

The company’s statutes give a double vote right for the fully paid shares which have been registered for at least three years, and for the shares granted to shareholders after a capital increase by capitalisation of reserves, benefits or issue premiums, at the rate of former shares which gave them the same right. The capital and vote rights are divided as follows:

31.12.2007

Number of shares % of capital Number of vote

rights % of vote rights

Jean Rouveyrol 1 734 398 5,7% 3 486 796 10,22% AURINVEST 1 273 106 4,2% 1 273 106 3,73% FD5 943 637 3,1% 1887 274 5,53% Famille Patrick Lacarrière 381 509 1,2% 381 509 1,12% SETHI 359 091 1,2% 718 182 2,10% Fondation de France 220 000 0,7% 220 000 0,64% Bruno Leyssene 194 079 0,6% 386 730 1,13% Actionnariat salarié (PEG) 288 400 0,9% 288 400 0,85% Autres actionnaires nominatifs 2 019 625 6,6% 2 265 794 6,64%

Dont salariés 579 096 1,9% 619 408 1,82% Total des actionnaires nominatifs 7 413 845 24,17% 10 889 791 31,92%

Autocontrôle 30 119 0,1% 0 0,00% Public 23 230 627 75,7% 23 230 627 68,08%

Total 30 674 591 100,00% 34 120 418 100,00%

o Dilutive instruments The dilutive instruments at 31 December are the following:

Shares or options to exercise

Potential number of

shares

Shares or options to exercise

Potential number of

shares CLEAR VALUE ABSA A 955 221 247 127 ABSA B 161 412 41 759 1 116 633 288 886 - -

oupe SQLI - 119 -

BSPCE Plan 1 21 964 21 964 Plan 2 1 769 1 769 Plan 3 202 682 202 682 218 104 218 104 BCE Plan 4 302 254 302 254 468 403 468 403 Plan 5 17 500 17 500 35 000 35 000 Plan 6 1 268 009 1 268 009 1 559 345 1 559 345 1 790 445 1 790 445 2 304 585 2 304 585 Total 2 907 078 2 079 331 2 304 585 2 304 585

o Stock options and similar

Non-assessed Plans Plans assessed with standard IFRS 2 Plan n° 1 Plan n° 2 Plan n° 3 Plan n° 4 Plan n° 5 Plan n° 6

Type of plan Stock option BCE General Assembly 21/03/2000 21/03/2000 21/03/2000 30/06/2003 30/06/2003 10/06/2004

Total

Expiry date of share stock options 04/07/2007 27/11/2007 27/07/2008 24/07/2008 29/03/2009 28/09/2009 31/12/2007

Options allocated but not exercised at 31.12.2005 21 964 1 769 218 104 660 214 45 000 1 626 668 2 563 719

llocations - Options caduques -16 334 -16 334 Options exercées -191 811 -10 000 -50 989 -252 800 Options attribuées non exercées au 31.12.2006 21 964 1 769 218 104 468 403 35 000 1 559 345 2 304 585

Attributions Cancelled options -21 964 -1 769 -23 733 Exercised options -15 422 -166 149 -17 500 -291 336 -490 407 Options calloated but not exercised at 31.12.2007 - - 202 682 302 254 17 500 1 268 009 1 790 445

o Free share allocation plans for the employees and/or the Executive Board members The combined General Meeting of 16 June 2006 authorised the Executive Board to allocate free shares, existing or to be issue in the limit of 800 000 new shares, to the employees or the managers of the group’s companies in one or more times. These allocations can be during 27 months ending on the 15 August 2008. The share allocation will be definitive after a period of two years, provided that the beneficiaries hold a social mandate or a work contract in the company. The shares have to be kept by their beneficiaries for at least two more years. They are granted without any financial compensation. These plans current terms are as follows:

Decision date of

the Executive Board

Date of maturity and allocation

Deadline for the unassignibility

Original number of beneficiaries

Number or granted options

(1) 30.03.2007 29.03.2009 31.03.2011 4 80 000 (2) 14.06.2007 14.06.2009 15.06.2011 28 66 123 (1) 14.06.2007 14.06.2009 15.06.2011 3 236 111

35 382 234 (1) One third is granted without any performance criterion one third is granted provided that the 2007consolidated operating margin reaches or exceeds 8%,and one third is granted provided that the 2008 operating margin reaches or exceeds 10%. (2) Without any performance criterion

oupe SQLI - 120 -

31.12.2007 Number Fair value

Options allocated at 1er January - - Allocations 382 234 89 Cancelled options Exercised options

Options allocated at 31 December 382 234 89

o Restrictions on Own Equity

SQLI own equity has to respect the financial ratios set by the new credit line of 17.2 millions of euros granted in 2007. All these ratios are respected.

11 REGULATED PROVISIONS

31.12.2006

Increases Allocations

Decreases Recovery

31.12.2007

Acquisition cost of fixed securities 128 918i 760 738 -128 918 760 738 Accelerated depreciation 12 848 93 287 26 967ii 79 168

Remaining costs to depreciate 116 070 681 570 i Acquisition of PROCEA securities ii Universal transfer of PROCEA assets

12 OTHER OWN FUNDS

The COFACE advances of 427 380 € have been registered in extraordinary income. 13 PROVISIONS POUR RISQUES ET CHARGES

31.12.2006 TUP Dotations Reprises

prov. Utilisées

Reprises prov. Non utilisées

31.12.2007

Conflicts in the Labour court i

40 000 40 000 30 000 40 000 70 000

Conflicts with suppliers 42 500 42 500 Tax control ii 63 000 63 000 Net situation of

TECHMETRIX Inc 676 1 185 1 745 116

Provisions for risks 40 676 145 500 31 185 1 745 40 000 175 616

Losses upon completion 27 559 30 426 27 559 30 426 Foreign exchange loss 6 908 9 177 6 908 9 177 Empty premises 87 103 73 928 13 175

Provisions for costs 34 467 87 103 39 603 34 467 73 928 52 778

Total 75 143 232 603 70 788 36 212 113 928 228 394

oupe SQLI - 121 -

i SQLI has been summoned in front of the Labour Court by three of its employees and provisioned the risk according to its lawyers’ estimations. ii VAT adjustment notified to Aston company. This adjustment is contested by Aston.

14 CREDIT AND DEBTS WITH CREDIT INSTITUTIONS

In thousands of euros 31.12.2007 An authorised credit line amounting to a maximum of 17.2 millions of euros at 31 December 2007 : - Granted by a bank pool in June and December 2007 for the refinancing of ALCYONIX, ICONEWEB, CLEAR VALUE & EOZEN groups, as well as other future external growth operations. The fund-raising was done in June 2007 up to 5200 K€ and in December 2007 up to 7 427 K€. The surplus of 4 573 K€ is encashable before 31 July 2008. - It bears interest at EURIBOR variable rate for three months plus 1.7 point and is repayable in 5 annual and consecutive settlement dates amounting to 3440 K€ from 18 June 2008 to 18 June 2012. - It is guaranteed by the pledge of ALCYONIX, ICONEWEB, CLEAR VALUE & EOZEN shares, by the pledge of SQLI goodwill up to 1.4 millions of euros, as well as by the delegations of liabilities guarantees granted by the sellers and a delegation of the keyman insurance contract. This loan includes a certain number of covenants and financial ratios. At 31 December 2007, the group has respected these terms.

12 627

A 4.5 millions of euros loan granted by a bank pool for the purchase of ASTON securities. The loan has been settled for a duration of 46 months and bears interest at EURIBOR variable rate three months plus 2.2 points and is reimbursable in 16 four-months settlement dates amounting to 70 K€ from 15 December 2005 to 15 December 2009. The residual debt at 31 December 2007 amounts to: After the winding up by universal transfer of ASTON assets to SQLI, the loan is guaranteed by a pledge on SQLI goodwill.

2 281

A 1.3 millions of euros loan has been contracted in 2006 for the refinancing of PROCEA purchase and INLOG goodwill. The loan has been settled for a duration of 48 months and bears interest at 5.45% fixed rate, and is reimbursable in 16 four-months settlement dates of 45 K€ from 22 December 2006 to 22 December 2010. The residual debt at 31 December 2007 amounts to : The loan is guaranteed by a pledge on SQLI goodwill.

1 001

Other loans under deduction of loan issue costs -218

o Variations on the year and related interests :

Original value 31/12/2006 Increase Decrease 31/12/2007 Interests 2007 4 500 000 3 395 227 1 114 475 2 280 753 167 538 1 300 000 1 300 000 299 106 1 000 894 65 399

12 627 000 12 627 000 12 627 000 203 263 250 000 104 167 83 333 20 833 4 363

Total 4 799 394 12 627 000 1 496 914 15 929 480 440 563

Current interests not due amount to 58 981 € (2006: 19 756).

o Deadlines :

Original value 31/12/2007 Less than one year Between 1 and 5 years 4 500 000,00 2 280 753 1 130 375 1 150 3781 300 000,00 1 000 894 315 743 685 151

250 000,00 83 333 20 833 62 50012 627 000,00 12 627 000 2 525 400 10 101 600

Total 15 991 980 3 992 351 11 999 629

o Current bank lendings

oupe SQLI - 122 -

They amount to 107 740 € (current interests not due: 17 676 €).

15 OTHER CREDIT AND FINANCIAL LOANS

They include the currant accounts within the group. The interests for the year amount to 128 560 €.

16 TAX AND SOCIAL DEBT

Gross Amount Less than one year

Between 1 and 5 years

More than 5 years

Staff and relatad accounts 8 029 420 8 029 420 Social security and other social institutions 7 459 724 7 459 724 State : Value Added Tax 9 015 589 9 015 589 State: other taxes and similiar 424 798 424 798 Total 24 929 531 24 929 531

17 DETTES SUR IMMOBILISATIONS

31.12.2007 EOZEN : According to the acquisition protocole, 3 962 K€ of the 7 800 K€ of the fixed price are due to the sellers and repayable, after acceptation of the 49% remaining by the General meeting, until the 30 June 2008. Half of the price supplement of 3 343 K€ is repayable in April 2009 for year 2008 and half in April 2010 for year 2009, that is in total :

7 305

CLEAR VALUE : According to the protocole, a price supplement is granted to some shareholders because the objectives of result have been reached. This supplement amounts up to 1 million euros and will be paid up to 22% in cash and for the rest by the issue of 288 886 SQLI shares.

1 000

AMPHAZ : As a price supplement for the goodwill acquisition made for 0.35 times the turnover amount for year 2007, that is : 535

URBANYS : According to the protocole signed with the sellers, a price supplement depending on the objectives reached for 2008 and 2009 concerning the turnover or the result levels could generate a payment from SQLI. The estimations of the price supplement amount are :

500

ALCYONIX : A price supplement is due to the selling shareholders because the objectives of results for 2007 have been reached. It will be paid before 30 June 2008 for an amount of: 187

Other suppliers of fixed assets : 209 Total: 9 736

18 OTHER DEBTS

The other debts correspond to the remissions calculated for 653 657 657 € in 2007.

19 CHARGES INCLUDED IN DEBTS

31.12.2006 TUP Variations 31.12.2007

Current unmatured interests 31 746 44 911 76 657 Suppliers and related accounts 879 628 861 406 514 1 287 003 Social debts :

Provision for paid vacations i 3 936 394 1 246 494 5 182 888 Reduction of working time and vacation bonus i 213 233 60 662 273 895

Other bonuses i 1 527 493 16 292 1 543 785 Other staff costs 80 472 45 794 126 266

Handicapped person contribution 258 024 81 264 339 288 FPC, TA, Construction investment ii 572 160 55 278 154 624 782 062

Tax debts : TVTS 28 626 2 233 (449) 30 410

Organic 112 835 8 600 30 293 151 728 Trading Tax 401 574 520 (181 929) 220 165 Property tax 6 000 16 500 22 500

oupe SQLI - 123 -

Attendance fee 28 000 28 000

Total 8 048 184 67 492 1 948 970 10 064 646 i Social charges included i i For the part granted as subsidy (1/9)

20 PREPAID INCOME

It includes the services invoiced in advance, from which 3 776 772 € are related to package projects.

21 RATE ADJUSTEMENT-LIABLITIES

A latent gain has been registered on SQLI Switzerland current account.

22 TURNOVER

In thousands of euros France European

Union Outside

EU 31/12/2007 31/12/2006

Projects 86 348 315 597 87 260 70 325Training 3 198 41 47 3 285 2 783Consulting 3 226 3 226 1 250Maintainance 638 638 154

Total 93 409 356 644 94 409 74 512

23 OTHER INCOME

It includes the reinvocings for the subsidiaries in application of the group conventions: Transfer price, invoicing of central services, contracts of technology license and brands signed with SQLI Switzerland.

24 OTHER EXTERNAL PURCHASES AND COSTS

(In thousands of euros):

2007 2006 - Non-stored materials 352 260 - Outsourcing 10 988 8 824 - Leasing fees 72 104 - Renting and related costs 3 968 3 125 - Leasing management1 615 580 - Maintenance and repairs 342 285 - Insurance premiums 286 201 - Staff outside the company 201 98 - Fees 1 110 939 - Advertising and external relationship 331 262 - Trips, missions and receptions 1 836 1 357 - Mailing and télécommunications charges 586 475 - Bank services 372 73 - Autres 353 235 Total 21 412 16 818

1 SUDISIM, ABCIAL et ASTON

oupe SQLI - 124 -

The statutory auditors fees amount to 165 047 € (2006: 131 650 €).

25 TAXES AND DUES

Les principaux éléments en sont les suivants (en milliers d’euros) :

2007 2006 - Training tax 297 113 - Continuous professional training 520 446 - Trading tax 1 165 939 - Land tax 164 127 - Tax on private vehicles 117 119 - Solidarity social contribution 143 113 - Handicapped Person Contribution 339 258 - Other 120 158 Total 2 865 2 273

26 FINANCIAL RESULT

31/12/2007 31/12/2006 Financial income

Interests on current accounts 178 883 74 725Rate swap 28 503 981

VMP transfergain i 151 316 143 359Foreign exchange gain 83 573

Provisions recovery 8 654 416 404Total 367 439 636 042

Financial expenditure Loan interests 444 993 208 776

Interests on current accounts 128 560 95 077Interests on factor financing 74 893 42 754

Rate swap 14 990Foreign exchange differences 9 047 5816

Merger loss 542 489 VMP transfer loss 4 460 4 700

CARI loss 410 781Other 3 920 11 880

Allocation to provisions ii 516 160 70 275Total 1 724 521 865 049

Financial result (1 357 083) (229 007)i From which net income on own shares transfer: 11 605 € ii From which securities and current accounts 426 250 € and updating of loans for building investment 89 910 €.

27 EXPOSURE TO EXCHANGE RISK

SQLI is almost not exposed to exchange risk since its activity is mainly in France and the invocings are made in euros. Its currency position at the closing date is the following:

USD CHF DH

Assets 68 551 104 032 315 693 Liabilities (23 104) (1 859 314) (443 548)

Net position before administration 45 447 (1 755 282) (127 855)

oupe SQLI - 125 -

Off-balance-sheet position Net position after administration 45 447 (1 755 282) (127 855)

28 EXPOSURE TO RATE RISK

o Hedging rules for rate risks The group contracted in 2005 a rate hedge in order to protect itself from the fluctuations of variable rates within the repayment duration of the 4.5 millions of euros loan. The group chose a collar which is the combination of a cap and a floor. In 2007, SQLI also contracted a rate hedge for its 17.2 millions of euros loan, with a fixed rate.

o Hedging derivative instruments The conditions of derivative instruments related to the rate risk control at 31 December 2007 are exposed as follows :

Credit line of 17,5 M € Credit line of 4,5 M €

Starting date 31/12/2007 21/06/2007 21/06/2007 07/11/2005 Variable rates payer BNP Société Générale Société Générale Société Générale Variable rate EURIBOR 3 MONTHS

SQLI fixed/variable rate 4,58% 4,60% 4,60% EURIBOR 12 MOIS

Minimum : 2.15% Maximum : 3,08%

Notional amounts covered at 31 December : 2007 4 200 5 200 7 800 2 500 2008 3 360 4 160 6 240 2009 2 520 3 120 4 680 2010 1 680 2 080 3 120 2011 840 1 040 1 560

In 2007, the variation of instruments fair value generated a charge of 90 K€ (2006: 34 K€ in incomes).

29 EXTRAORDINARY PROFIT AND LOSS

31/12/2007 31/12/2006 Extraordinary income

Coface advances 427 380 Recovery on accelerated depreciation i 26 967

Total 454 347 Extraordinary expenditure

NCV of transfered fixed asset 6 242 Allocations to accelerated depreciation i 93 287 12 848

Allocations to provisions ii 78 855 83 926Other 96 1 529Total 178 480 98 303

Extraordinary profit and loss 275 867 (98 303)i Depreciation of securities fixed acquisition costs ii Depreciation of R&D tax credit

oupe SQLI - 126 -

30 BREAKDOWN OF ALLOCATIONS AND PROVISIONS WRITTEN BACK

Allocation Recovery Conflicts 30 000 40 000Customers 158 270 7 338Other claims 37 207 Loss accrual 30 426 27 559Restructuration 73 928

Operating activity 255 903 148 825TECHMETRIX INC current accounts TECHMETRIX INC negative net situation

8 290 1 185 1 745

ICONEWEB MULTIMEDIA securities 407 598 Loan for building investment 89 910 Foreing exchange loss 9 177 6 908

Financial 516 160 8 653Accelerated depreciation 93 287 26 967R&D tax credit 78 855

Extraordinary 172 142 26 967Total 944 205 184 445

31 CORPORATE TAX

The company taxable profit amounts to 7 051 991 €. After integration of SUDISIM result for tax purposes (100 356 €) and of LNET MULTIMEDIA deficit (291 526 € ), the group taxable result before assignation of the deferrable deficit amounts to 6 860 720 €. After assignation of the deferrable deficit (6 834 074 €), the taxable result amounts to 26 647 €, generating a tax amount of 8 882 €. In application of the tax integration convention signed between SUDISIM and SQLI, the latter owns a tax claim on the former amounting to 33 452 €, registered in the current accounts. The group also registers a R&D tax credit for 78 855 € and family and training tax credits for 39 880 €.

32 VARIATION OF DEFERRED TAXES

31/12/2006 Variations 31/12/2007 Assets Liabilities Assets Liabilities Assets Liabilities I. Certain or possible gaps

Accelerated depreciation 12 848 26 967 93 287 79 169 II. Temporarily non deductible costs

To be deducted later : Charges due : 130 286 164 986 130 286 164 986

Rate adjustment assets 6 908 6 908 9 177 9 177 Rate adjusment liabilities 53 563 86 988 53 563 86 988

Total 183 849 19 756 285 849 286 313 251 974 88 346 III. Elements to be accounted

Possibly carried over deficit 5 468 754 1 365 320i 6 834 074 Long-term capital loss 2 091 862 407 598 2 499 460

7 560 616 1 772 918 6 834 074 2 499 460 i Deferred deficit of SYSDEO & PROCEA

oupe SQLI - 127 -

33 TRANSFER OF COSTS

Transfers Amounts

Benefits in kind 153 556 Insurance indemnities 22 211 Discount suppliers 6 011 Employment allowance 48 895 Seminaries allowance 3 000 Works participation allowance 24 970

Total 258 644

34 AFFILIATED COMPANIES AND HOLDINGS

Affiliated companies and holdings

AFFILIATED COMPANIES

Items Affiliated

companies

Companies linked by a Participating interest

Participations Customers Current account credit Suppliers Current account debt Holdings financial income Financial costs

33 613 645 3 319 621 3 268 979

621 018 5 059 784

178 883 128 560

------ -

35 REMUNERATION OF EXECUTIVE OFFICERS

31.12.2007 31.12.2006 Boards Boards

In euros Total Executive B Supervisory B Total Executive B Supervisory B Financial committments 150 000 150 000

Allocated remuneration 629 326 617 335 11 990 438 314 426 058 12 256

Attendance fee 28 000 28 000 25 000 25 000

36 OFF BALANCE SHEET COMMITTMENTS

The company commitments taken off balance sheet are exposed thereafter: Commitments received The sellers of URBANYS company granted to SQLI a guarantee on its assets and liabilities limited to 15% of the purchase price (price supplement included). This guarantee is itself guaranteed by first-demand guarantee of 120 K€ granted by HSBC and available by third on 24 November of 2008, 2009 and 2010.

The former shareholders of EOZEN granted ti SQL§I a guarantee on its assets and liabilities, with a trigger rate of 50 K€ limited at 25% of the purchase price (price supplement included). This guarantee is itself guaranteed by

oupe SQLI - 128 -

the pledge of future SQLI shares to be issued, or in case the issue would not be done at 30 June 2008, by a first-demand guarantee. The shareholders of ICONEWEB granted to SQLI a guarantee on its assets and liabilities, with a trigger rate of 70 K€, an exemption of 40 K€ limited to 2025 K€ with a possible price supplement. No supplementary guarantee has been granted by the sellers, except for the possibility for SQLI to keep part or everything of the price supplement. The sellers of CLEAR VALUE granted to SQLI a guarantee on its assets and liabilities with a trigger rate of 75K€ , limited to a maximum between 196 K€ and 600 K€ according to the stock market price of SQLI shares, until 24 April 2010. The selling shareholders of ALCYONIX granted to SQLI a guarantee on its assets and liabilities with a trigger rate of 20 K€, limited to 300 K€ until 30 October 2009. As a guarantee for this commitment, a share of the purchase price amounting to 149 K€ is being kept by the Lawyers association of Paris (Ordre des Avocats de Paris.). Keymen insurances have been contracted for the Executive Board chairman in the benefit of the company for a guaranteed amount of 1.100.000 € and 3.057.000 € . If paid, these amounts would be assigned to the early reimbursement of bank loans.

Debts guaranteed by real securities In the framework of the credit lines amounting to 17.2 and 4.5 millions of euros granted by Société Générale, BNP Paribas, Palatine and Neuflize OBC Entreprise, SQLI pledgd to their benefit :

- 859 265 shares of CLEAR VALUE, - 8 880 shares of URBANYS, - 92 718 shares of ICONEWEB MULTIMEDIA, - 51% of EOZEN SA securities and 4 080 shares of EOZEN Belgium, - SQLI goodwill up to 1,4 million of euros.

Moreover, the liabilities guarantees granted by the sellers of URBANYS and EOZEN are subject to a payment delegation to the bank pool. In the framework of the credit line of 1.3 millions of euros granted by BNP Paribas and Société Générale, SQLI pledged INLOG goodwill to their benefit.

Other commitments SQLI planned to build an Offshore platform on Mohammed the 1st University campus in Oudja, Morocco. While the university provides the site without any compensation, SQLI will finance the construction of a building for an amount of 500 K€ on a surface area of 1500 m2. Given the recent law amendments, the setting of the 75 K€ compensation planned for Messieurs Y. El Mir and B. Leyssene, in case of revocation of their Executive Board member contract, by the Supervisory Board of 1st October 2002 has been postponed to the Supervisory Board meeting which will be held on 23 April 2008. Credit lines accepted but not used yet At 31 December 2007, the following credit lines have been accepted but not used :

- 1 000 K€ of authorised overdraft at Société Générale - 1 000 K€, of authorised overdraft at Banque Palatine, - 4 573 K€, of available withdrawal on 17,2 millions of euros credit line granted by the bank pool consisting in

the Société Générale, the BNP Paribas, the Banque Palatine and Neuflize OBC Entreprise.

oupe SQLI - 129 -

37 LEASING CONTRACTS

The IT equipment is depreciated in a linear mode during 5 years, and transport equipment during 3 to 5 years.

Leasing fixed assets Allocations to depreciations

Items in Balance sheet Initial value For the year Overall

Net value

IT equipment 461 055 53 939 367 323 93 732 Transport equipment 75 579 10 770 72 070 3 509

Total 536 634 64 709 439 393 97 241

Leasing committments Paid fees Remaining fees1

Items in Balance sheet For the year

c Overall Before 1

year

Between 1 and 5 years

More than 5 years

Total to be paid

Residual purchase

price2

IT equipment 63 889 481 644 7 937 7 937 1 977 Transport equipment 10 110 61 239 3 390 3 390 6 319

Total 73 999 542 883 11 327 11 327 8 296

38 AVERAGE STAFF

Categories 31/12/2007 31/12/2006 Executives 1 083 749 Supervisorsals, technicians 41 24 Interns 20 13 Trainees 12 11 Total 1 156 797

39 ADVANTAGES AFTER RETIREMENT

The advantages after employment covered by provisions are related to the retirement indemnities for the staff employed in France. These indemnities are calculated according to the number of worked years and the annual wages of the employee when he retires. The calculation assumptions of the provisions for retirement indemnities are the following ones:

- the retirement age is set at 65 years; - the annual salary revaluation rate is decreasing according to the age: from 5.9 % (from 20 to 30 years old), to 4 % (from 31 to 40 years old), 4.3 % (from 41 to 50 years old), 1,5 % (from 51 to 60 years old) then constant; - the discounting rate used is 4 %; - the turnover rates grated by age are those noticed in 2006; they fluctuate between 12.4 from 20 to 24 years old, and 24.6 from 30 to 34 years old

- the group's commitment to its employees is increased in 46,5 % by the social charges. The commitments amount to 223 K€ (social costs included) at the closing date.

1 Included variable share and in case of exercise of the unilateral sales promise 2 In case of exercise of the unilateral sales promise

oupe SQLI - 130 -

40 PERSONAL TRAINING RIGHT

The number of hours corresponding to the rights purchased at the end of the year amounts to 54 235 (2006: 33 899)

41 TABLE OF SUBSIDIARIES AND AFFILIATES

Accounting value of holdings %

Companies

Capital (i)

Shareholder equity other than

capital (i) Brute Nette

Granted loans and advances

Deposits and endorsements

Encashed dividends

Last year’s result

Subsidiaries (participation for more than 50%)

France SUDISIM 99,95 182 939 352 974 233 088 233 088 33 452 65 691ABCIAL 99,63 37 000 166 550 7 237 949 190 341 7 130 77 180LNET MULTIMEDIA

100,00 14 620 -583 676 200 006 200 006 668 183 -310 755

CLEAR VALUE SAS

100,00 85 928 3 228 562 7 318 075 7 318 075 -155 382

CLEAR VALUE FRANCE SAS

100,00 38 120 1 438 879 641 460 900 423

APPIA CONSULTING SAS

100,00 37 000 46 286 101 421 38 270

ALCYONIX FRANCE

100,00 30 000 144 221 152 769 152 769 91 709

ICONEWEB MULTIMEDIA

100,00 278 184 70 049 3 155 861 2 748 264 -180 195

URBANYS 100,00 44 450 587 939 2 629 323 2 629 323 169 763EASYLINK 100,00 7 500 14 382 -1 294EOZEN FRANCE

51,00 38 500 72 601 -56 923

Total I 794 241 5 538 768 20 927 073 13 471 867 1 451 646 638 486Abroad

SQLI SUISSE (CHF)

99,80 60 434 3 282 853 62 871 62 871 516 641

SQLI MAROC (DH)

99,87 44 078 214 046 27 827 27 827 508 732 -149 658

SQLI Espagne € 99,84 30 500 -58 000 30 450 30 450 27 500 0CLEAR VALUE INTERNATIONAL €

100,00 93 000 514 473 752 276 40 848

ALCYONIX INC. (CAD)

100,00 69 -33 920 1 175 847 1 175 847 474 612 75 476

ICONEWEB MULTIMEDIA MAROC (DH)

100,00 17 631 -38 595 15 000 -24 084

EOZEN BELGIUM €

51,00 62 500 1 522 278 5 444 224 5 444 224 517 540

oupe SQLI - 131 -

EOZEN SA € 51,00 124 000 2 314 377 5 897 909 5 897 909 252 844EOZEN SINGAPORE (SGD)

51,00 7 296 0 40 695

TECHMETRIX INC (USD)

97,50 33 965 -524 191 47 444 0 39 213 -58 812

Total II 473 473 7 193 321 12 686 572 12 639 128 1 817 333 1 211 490Total 1 267 714 12 732 089 33 613 645 26 110 996 3 268 979 1 849 976

(i) The information related to subsidiaries abroad are given in euros. The exchange rate is of 31 December 2007.

upe SQLI - 132 -

20.4 ANNUAL HISTORICAL FINANCIAL INFORMATION AUDIT

20.4.1 STATUTORY AUDITOR’S REPORT 20.4.1.1 STATUTORY AUDITOR’S REPORT ON THE CONSOLIDATED ACCOUNTS

STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED ACCOUNTS

FINANCIAL YEAR ENDED ON 31 DECEMBER 2007

Ladies and Gentlemen, As a result of the mission that was given to us by your General meeting, we carried out the audit of SQLI company’s consolidated accounts relating to the financial year ended 31 December 2007 and as attached to this report. The consolidated accounts have been validated by the Executive Board. It is our responsibility, on the basis of our audit, to express an opinion on these accounts.

1. OPINION ON THE CONSOLIDATED ACCOUNTS

We conducted our audit in accordance with the professional standards applied in France. These standards require that we plan and perform the audit to obtain the reasonable certainty about whether the consolidated accounts are free of material mis-statements. An audit consists of examining, by opinion polls, the convincing elements which justify the data contained in these accounts. It also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for the opinion expressed hereafter. We certify that the consolidated accounts of the financial year, which have been established according to the IFRS reference document as adopted in the European Union, are in order and give a true picture of the asset base, the financial situation, as well as the result of the group composed of the persons and the entities included in the consolidation.

2. JUSTIFICATION OF THE JUDGMENTS

In application of the provisions of L. 823- of the French Commercial Law relative to justification of our judgements, we bring the following elements to your attention: Goodwill The notes II. 5, V, VII. 1 and 4 of the appendix explain the consolidation rules and methods relating to the evolution of the consolidation perimeter and to the handling of goodwill on the fiscal year 2005 resulting from operations of external growth. We made sure of the appropriate nature of the accounting methods used for the changes in the consolidation perimeter (acquisition). Our works also consisted in appreciating the data and the assumptions on which the modalities of application of the depreciation tests on goodwill base themselves.

upe SQLI - 133 -

Long-term contracts SQLI notices the results on the long-term contracts according to the modalities described in the notes II.15 and 18, VII.20 of the appendix to the consolidated accounts. These results depend on final estimates realized by the chargés d'affaires under the General Management’s supervision. On the basis of the information that has been given to us, our works consisted in appreciating the data and the assumptions on which these contracts’ estimates on final profit or loss base themselves, in reviewing the calculations made by the company, in comparing the estimates on final profit or loss of the previous periods with the corresponding works and in examining the approval procedures of these valuations by the General Management. Provisions for risks, disputes and retirement commitments Concerning the provisions for risks, disputes and retirement commitments, we examined the procedures that are current in your group and enable their inventory, their evaluation and their accounting translation. We made sure that the possible uncertainties identified on the occasion of the application of these procedures were described in an appropriate way in notes II.18 and VII.20 of the consolidated accounts appendix. Stocks options and Group Saving Plan The notes II. 19 and 20, VII. 12 and 13 of the appendix clarify the modalities of the evaluation of the stock options and the Group Saving Plan. Our works consisted in examining the used data, in judging the adopted assumptions, in reviewing the made calculations and in checking that the notes of the appendix to the consolidated accounts provide appropriate information. Accounting Assessment As exposed in note 3 of the financial statement, the estimations given above depend on forecasts and hypothesis whose definitive realisation could, for any exceptional event inherent in the activity process, differ from the one expected. Within the framework of our estimation, the accounting assessments and with the information available at this day, we checked the appropriate nature of these estimations. The current assessments have been taken in compliance with our audit procedures and participated in the creation of our opinion expressed in the first part of this report.

3. SPECIFIC VERIFICATION

In compliance with French professional standards, we also carried out the verification of the information provided in the group’s management report. We have no remarks to make concerning their accuracy and their concordance with the consolidated accounts.

Paris, 23 April 2008

The Statutory Auditors

CONSTANTIN ASSOCIES FIDUCIAIRE DE LA TOUR

Michel BONHOMME Claude FIEU

upe SQLI - 134 -

2.2.1.2 Reports on the consolidated financial statement at 31 December 2007

Ladies and Gentlemen, As a result of the mission that was given to us by your general meeting, we present the report relating to the financial year ended 31 December 2007 for: - auditing the annual accounts for SQLI, as attached to this report,

- the justification for our judgements

- Specific reviews and information laid down by the law.

The annual accounts have been validated by the Executive Board. It is our responsibility, on the basis of our audit, to express an opinion on these accounts.

1. OPINION ON THE ANNUEL ACCOUNTS

We conducted our audit in accordance with the professional standards applied in France. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statements. An audit consists of examining, by opinion polls, the convincing elements which justify the data contained in these accounts. It also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for the opinion expressed hereafter.

We certify that the annual accounts, which have been established according to French accounting principles, are in order and give a true picture of the business activities results as well as the company’s financial situation and its asset base at the end of this financial year.

2. JUSTIFICATION OF THE JUDGMENTS

In application of the provisions of the article L. 823-9 of the French Commercial Law relating to justification of our judgements, we bring the following elements to your attention:

• The note D.a and E.1 “intangible fixed assets " in the appendix explains the valuation rules and methods in connection with goodwill. Within the framework of our judgements of the accounting rules and principles followed by your company, we verified the appropriate nature of the accounting methods specified above and the information supplied in the notes of the appendix, and we made sure of their proper application. • The securities registered in the assets of your company balance sheet are assessed according to the procedure exposed in note D.c of the year report appendix. We proceeded to the assessment of the elements relevant for the inventory value and, if need be, we reviewed the calculation of the provisions for depreciations. • The company registers the result on long-term contracts according to the procedure exposed in note D.h of the appendix. These results depend on termination estimations made by the projects managers under control of the Executive Board. On the basis of the information we got, our work consisted in reviewing the hypothesis and data which generated the result estimations for contracts, in reviewing the company calculations, in comparing the current result estimations with those of previous financial years, in reviewing the Executive Board approval procedure.

upe SQLI - 135 -

The judgements made in this way fall within the framework of our auditing approach to the annual financial statements, taken as a whole, and hence contributed to the development of our opinion expressed in the first part of this report.

3. SPECIFIC VERIFICATIONS AND INFORMATION We also carried out the specific verifications stipulated by law, in accordance with the professional standards applicable in France. We have no remarks to make concerning: - The accuracy and the concordance with the annual financial statements of the information provided in the Executive Board's management report and in the documents sent to the shareholders concerning the financial situation and the annual financial statements. - The accuracy of information given in the annual report about the remunerations and advantages paid to executive officers as well as the commitments made in their benefit during the taking, the retirement or the change of positions or subsequently to these positions. In pursuance of the law, we made sure that the various information relating to the affiliates and controlling interests and to the capital holders’ identity have been passed on to you in the management report.

Paris, 23 April, 2008

The Statutory Auditors

CONSTANTIN ASSOCIES FIDUCIAIRE DE LA TOUR Michel BONHOMME Claude FIEU

20.4.2 REVIEW OF OTHER INFORMATION INCLUDED IN THE PRESENT REPORT

The other information included in the present report have been reviewed by official auditors.

20.2.2 UNCHECKED FINANCIAL INFORMATION The financial data appearing in the following chapters are not taken from the verified financial reports of the issuer: 6.1.1.2: data related to the turnover per client: source SQLI 6.2: data related to the market and its trends: source Pierre Audouin Conseil and Syntec 8.1: data related to the rents and the premises: source SQLI 17.1: data related to the employees: source SQLI 17.2: data related to g the representatives’ stock options: source SQLI 17.3: data related to the staff capital: source SQLI 18.1 et 18.2: related to the shareholding structure: source SQLI (registered and TPI)

20.5 INTERMEDIATE FINANCIAL INFORMATION AND OTHER No intermediate financial information is available when this reference document is presented.

upe SQLI - 136 -

20.6 PAYMENT OF DIVIDENDS POLICY The company did not pay dividends during the last three financial years. The shareholders meeting held on 15 June 2007 did not decide to pay dividends for the financial year 2006. The group’s management does not consider paying dividends for the current financial year.

20.7 JUDICIAL AND ARBITRATION PROCEDURES There is no current judicial or arbitration procedure. Only some fiscal or industrial tribunal disputes are the object of proceedings but are not liable to have a significant influence on the company’s financial situation. When the management of the group reckoned the existence of a risk, some provisions were created. The said provisions are described in the appendix of consolidated accounts at paragraph 18) “Provisions” of “II Accounting rules and procedures”.

20.8 SIGNIFICANT CHANGES OF THE FINANCIAL OR COMMERCIAL POSITION A joint venture named GEIE Xype-SQLI, has been created in March 2008 with the English company Xype. Equally controlled by each of the two companies and based in France, this joint venture is aimed at uniting the twho companies advances expertises in order to offer to their customers and in particular the group EADS, a complete and top-quality offer. The joint-venture will rely on strong commercial and geographic complementary specificities, as well as good business synergies. Xype will cover the UK and Germany while SQLI will cover France, Spain and Morocco (for the offshore offer). Xype is specialised in consulting, professional training around CAO tools CAO (SolidWorks, 3DVIA, Catia v5...), PDM (Product Documentation Management) and PLM (Product Lifecycle Management) such as Windchill. Except this, No significant change of the financial or commercial situation occurred since the statement of the 2007 accounts.

upe SQLI - 137 -

21 FURTHER INFORMATION 21.1 SHARE CAPITAL

21.1.1 AMOUNT OF THE SHARE CAPITAL

At 1st April 2008 the share capital was set to the amount of one million five hundred thirty-four thousand five hundred twenty-five euros and forty-five cents(1 534 525,45 euros) divided into 30 690 509 shares with a par value of 0.05€, in a single class and each of them paid up in full.

21.1.2 UNREPRESENTATIVE SECURITIES

There are not any existing securities that not represent the capital.

21.1.3 OWN SHARES DIRECTLY OR INDIRECTLY HELD BY THE COMPANY

After the resolutions taken by the Combined General Meeting of 16 June 2006, SQLI started a programme for buying back its own shares, with the following objectives (by decreasing priority): i) Market animation or share liquidity, ii) Purchase for keeping and using for exchange or retribution of possible external growth operations, iii) Allocation of shares to the employees iv) Possible Cancellation of these shares. This programme which lasted 18 months and ended with the General Meeting f 31 December 2007, set a maximum unit purchase price of 7 euros and a minimum unit selling price of 1 euro. It was organised within a liquidity contract signed with la Financière d’Uzès.

31.12.2007 31.12.2006

Number of shares Unity price Value Number of

shares Unity price Value

Direcly held shares at1er janvier 24 901 2,720 € 68 10 048 2,079 € 21 Acquisitions of the year 69 754 2,867 € 200 100 034 2,690 € 269 Transfer at sale value -64 536 2,914 € -188 -85 181 2,744 $ -234 Transfer gain or loss 3 11 Directly held shares at 31 December 30 119 2,759 € 83 24 901 2,720 € 68

At 31 December 2007, SQLI held 30 119 f its own shares. 21.1.3.1 MARKET-MAKING AND LIQUIDITY CONVENTION

A market-making and liquidity convention, pursuant to the ethical charter established by the French Association of Investment Companies and approved by the AMF (Authority of the financial markets) in an instruction dated 10 April 2001, was concluded as from 1st July 2006 by SQLI and Financière d’Uzès. The transactions carried out under the said convention are executed with due observance of the principles set forth in AMF n°90-04 as modified. They do not have the purpose of impeding regular market operation, or of misleading other persons. To ensure the management of the liquidity contract, SQLI conveyed an amount of 65.000€ in cash and transferred 12.781 SQLI securities that are hold on 30 June 2006 within the framework of the previous market-making convention signed by the securities dealer Portzamparc.

upe SQLI - 138 -

21.1.4 OTHER SECURITIES GIVING RIGHTS TO CAPITAL

The other securities giving access to the capital include stock options, business creator equity warrants (BCE) and equity warrants (BSA) attached to the shares issued to remunerate the contribution of securities brought by the acquisitions made in 2007. The dilutive instruments at 31 December 2007 are the following:

31.12.2007 31.12.2006

Number of options or warrants to exercise

Number of potential shares

Number of options or warrants to exercise

Number of potential shares

CLEAR VALUE ABSA A 955 221 247 127 ABSA B 161 412 41 759 1 116 633 288 886 - - BSPCE Plan 1 21 964 21 964 Plan 2 1 769 1 769 Plan 3 202 682 202 682 218 104 218 104 BCE Plan 4 302 254 302 254 468 403 468 403 Plan 5 17 500 17 500 35 000 35 000 Plan 6 1 268 009 1 268 009 1 559 345 1 559 345 1 790 445 1 790 445 2 304 585 2 304 585 Total 2 907 078 2 079 331 2 304 585 2 304 585

The current stock options and BCE on 31 December 2007 are detailed in the appendix of the consolidated accounts in “11. Dilutive instruments” of paragraph « Other information on balance sheet or result accounts ». Since 31 December 2006 and when this reference document was presented, 15 918 stock option were exercised leading to the creation of 7,711 new SQLI shares, and 160,231 BCE were exercised, leading to the creation of 15 918 new SQLI shares. The combined General Meeting of 16 June 2006 authorised the Executive Board to allocate free shares, existing or to be issue in the limit of 800 000 new shares, to the employees or the managers of the group’s companies in one or more times. These allocations can be during 27 months ending on the 15 August 2008. The share allocation will be definitive after a period of two years, provided that the beneficiaries hold a social mandate or a work contract in the company. The shares have to be kept by their beneficiaries for at least two more years. They are granted without any financial compensation. These plans current terms are as follows:

Decision date of the

Executive Board Date of maturity and allocation

Deadline for the unassignibility

Original number of beneficiaries

Number or granted options

30.03.2007 29.03.2009 31.03.2011 4 80 000 14.06.2007 14.06.2009 15.06.2001 28 66 123 14.06.2007 14.06.2009 15.06.2011 3 236 111

35 382 234

(1) One third is granted without any performance criterion one third is granted provided that the 2007consolidated operating margin reaches or exceeds 8%,and one third is granted provided that the 2008 operating margin reaches or exceeds 10%. (2) Without any performance criterion

31.12.2007 Number Fair Value

Options allocated at 1er January - - Allocations 382 235 89 Cancelled options Exercised options

Options allocated at 31 December 382 235 89

upe SQLI - 139 -

The Executive Board, met on 30 March 2007, decided to grant 80,000 free SQLI shares to employees. This free attribution will become definitive after a period of 2 years. The Executive Board, met on 30 March 2007 decided to grant 302,235 free SQLI shares to Clear Value employees in application of the agreements related to the acquisition of this company, as well as to SQLI executives after agreement of the Supervisory Board. These free attributions will become definitive after a period of 2 years. At the date of the deposit of the present reference document, the exercise conditions of the warrants related to the shares issued for the payment of the securities of Clear Value and Alcyonix goodwill were realised.

21.1.5 AUTHORISED CAPITAL NOT ISSUED

See the business report page 156 of the present reference document, and in particular The chart of current delegations related to Capital increase (Article L.225-100 paragraph 7 of the French Commercial Code) exposed at the end of this report.

21.1.6 OPTIONS OR AGREEMENTS RELATED TO THE COMPANY’S CAPITAL

Save the plans of stock option, BCE and free shares reserved for the employees described in the paragraph before, there is no option or agreement about the capital of the company. Potential price supplements payable with SQLI shares by exercise of equity warrant related to the acquisitions made:

Potential price supplement

Criteria to reach the price

supplements

Minimum price supplement

Price supplements corresponding to the expected objectives

Maximum price supplement

Euros/actions euros actions euros actions Clear Value Securities

Operating result 2007 0 1 000 000 288 886 1 000 000 288 886

TOTAL 0 1 000 000 288 886 1 000 000 288 886

21.1.7 CHANGES IN SHARE CAPITAL

Changes in SQLI share capital are as follows:

Cumulative amount of share capital

Date Nature of the transaction

Capital increase

Share and contribution

premium

Number of issued

securities

Nominal value

Value Securities

Constitution

Cash subscriptions made by the Company founders

50 000 F 0 500 100 F 50 000 F 500

24 August 1992

Capital increase due to the

incorporation of profits

550 000 F 0 5 500 100 F 600 000 F 6 000

16 Apri1993

Capital increase due to the

incorporation of profits

400 000 F 0 4 000 100 F 1 000 000 F 10 000

upe SQLI - 140 -

10 May 1995

Capital increase due to the

incorporation of reserves

1 000 000 F 0 10 000 100 F 2 000 000 F 20 .000

4 October1999

Increase in reserved capital 150 000 F 1 350 000 1 500 100 F 2 150 000 F 21 500

21 March 2000 (1)

Merger-integration of SQLI * 314 000 F 10 570 996 3 140 100 F 2 464 000 F 24 640

21 March 2000

Capital increase due to the

incorporation of reserves, share

premium, merger and profits carried

forwards

15 650 252,55F 0 159 460 18 114 252,55F 184 100

21 March 2000

Conversion du capital en euro 0 0 0 15 € 2 761 500 € 184 100

21 March 2000(2)(3)(4)

Share par value split 0 0 0 0,25 € 2 761 500 € 11 046 000

21 July 2000

Share capital increase due to

introduction to the stock exchange of the New Market of

the Company’s shares

488 500 € 12 701 000 1 954 000 0,25 € 3 250 000 € 13 000 000

12 December 2000(5)

Cash capital increase reserved

for Mr. El Mouafik **

19 475 € 759 525 77 900 0,25 € 3 269 475 € 13 077 900

4 January 2001

Cash capital increase reserved

for Mr. Cachaldora (IN

VERSO)***

3 250 € 106 470 13 000 0,25 € 3 272 725 € 13 090 900

15 July 2002

Cash capital increase reserved for FD5 and Sethi

(6)

522 727,50 € 1 777 273,50€ 2 090 910 0,25 € 3 795 452,50 € 15 181 810

30 June 2003

Reduction of the par value of the

shares, allocation of the negative

retained earnings to premiums

(6) (7)

-3 036 362 € -13 658 792 € 0,05 € 759 090,50 € 15 181 810

29 December 2003

Cash capital increase with

maintenance of the DPS

189 772,6 € 2 846 589 € 3 795 452 0,05 € 948 863,10 € 18 977 262

31 October 2004 (8)

Cash capital increase by

exercise of BCE 1 550,00 € 31 620,00 € 31 000 0,05 € 950 413,10 € 19 008 262

31 December 2004 (8)

Cash capital increase by

exercise of BCE and of DPS

attached to the BCE

19 394,85 € 374 114,54 € 387 897 0,05 € 969 807,95 € 19 396 159

10 June 2005 (8)

Cash capital increase by

exercise of BCE and of DPS

attached to the BCE

21 821,35 € 392 831,96 € 436 427 0,05 € 991 629,30 € 19 832 586

23 September 2005 (8)

Cash capital increase by

exercise of BCE and of DPS

14 716,3 € 243 447,82 € 294 326 0,05 € 1 006 345,60 € 20 126 912

upe SQLI - 141 -

attached to the BCE

31 October 2005

Cash capital increase with

maintenance of the DPS

201 269,1 € 9 057 109,50€ 4 025 382 0,05 € 1 207 614,70 € 24 152 294

7 November 2005

Capital increase in remuneration to

the contribution of 774,149 Aston

company’s shares

77 414,9 € 3 019 181,1 € 1 548 298 0,05 € 1 285 029,6 25 700 592

16 December 2005

Capital increase in remuneration to

the contribution of 40,334 Sysdéo

company’s shares

35 191,2 € 1 548 724,98€ 703 824 0,05 € 1 320 220,8 26 404 416

31 December 2005 (8)

Cash capital increase by

exercise of BCE and of DPS

attached to the BCE

12 118,35 € 191 312,57 € 242 347 0,05 € 1 332 339,15 € 26 646 783

7 April 2006

Capital increase in remuneration

complement to the benefit of the transferors of

Aston securities

21 747,65 € 1 123 992,87€ 434 953 0,05 € 1 354 086,8 € 27 081 736

15 May 2006 (8)

Cash capital increase by

exercise of BCE and of DPS

attached to the BCE

4 846,75 € 66 202,87 € 96 935 0,05 € 1 358 933,55 € 27 178 670

5 June 2006

Exercise of BSA issued in

remuneration to the contribution of SYDEO securities as a remuneration

complement

6 399,15 € 281 585,61 € 127 983 0,05 € 1 365 332,7 € 27 306 654

22 June 2006

Capital increase reserved for employees

members of the company savings

plan

9 458,40 € 425 628 € 189 168 0,05 € 1 374 791,1 € 27 495 822

10 August 2006

Capital increase in remuneration of

Procea 1250 shares.

13 671,75 € 641 896,80 € 273 435 0,05 € 1 388 462,85 € 27 769 257

18 October 2006 (8)

Capital Increase in cash by exercise of BCE and DPS attached to the

BCE

3 034,30 € 41 401,25 € 60 686 0,05 € 1 391 497,15 € 27 829 943

27 October 2006

Capital increase in remuneration of Image Pharma

goodwill, brought by Inlog company

9 505,70 € 416 207,60 € 190 114 0,05 € 1 401 002,85 € 28 020 057

29 Decfember 2006

Capital Increase in cash by exercise of BCE and DPS attached to the

BCE

8 487,35 € 127 921,89 € 169 747 0,05 € 1 409 490,20 € 28 189 804

24 April 2007

Capital Increase in cash by exercise of BCE and DPS attached to the

BCE

3 281,05 € 58 005,96 € 65 621 0,05 € 1 412 771,25 € 28 255 425

upe SQLI - 142 -

25 April 2007

Capital increase in remuneration of

189 040 shares of l Clear Value

86 897,20 € 4 605 589,04 1 737 944 0,05 € 1 499 668,45 € 29 993 369

29 June 2007

Capital Increase in cash by exercise of BCE and DPS attached to the

BCE

7 752,10€ 172 368,2 € 155 042 0,05 € 1 507 420,55 € 30 148 411

28 September 2007

Capital increase in remuneration

supplement for the holders of Inlog

securities

1 980,35 € 102 186,06 € 39 607 0,05 € 1 509 400,90 € 30 188 018

1 October 2007

Capital Increase in cash by exercise of BCE and DPS attached to the

BCE

8 861,35 € 178 550,35 € 177 227 0,05 € 1 518 262,25 € 30 365 245

10 December 2007

Capital increase for employees

participating in the Group Saving plan

6 506,95 € 282 401,63 € 130 139 0,05 € 1 524 769,20 € 30 495 384

31 December 2007

Capital Increase in cash by exercise of BCE and DPS attached to the

BCE

8 960,35 € 206 619,51 € 179 207 0,05 € 1 533 729,55 € 30 674 591

31 March 2008

Capital Increase in cash by exercise of BCE and DPS attached to the

BCE

795,90 € 14 514,13 € 15 918 0,05 € 1 534 525,45 € 30 690 509

* During the Extraordinary Shareholder’s meeting on 21 March 2000, SQL Ingénierie absorbed SQLI and the Company’s name was changed from SQL Ingénierie to “SQLI”. This operation took place using net asset values. ** In the framework of the acquisition of ABCIAL. *** In the framework of the acquisition of IN VERSO. (1) Take over of the stock option scheme in the old SQLI. (2) Replacement of the stock option scheme in the old SQLI by a business creator equity warrants scheme (known as “ BCE 1 “) which was subject to adaptation by the Combined General meeting held on 21 June 2001. (3) Implementation of a complementary business creator equity warrants scheme (known as ”BCE 2 “) and replaced by a new scheme which is also called BCE 2 by the Extraordinary General meeting that met on 6 July 2000 and which was subsequently adopted by the Combined Meeting held on 21 June 2001. (4) Implementation of a new stock option scheme (known as “Stock Options 1” ). (5) First, on 27 November 2000, issuing of BSA by the Board of Directors to the benefit of Mr. El Mouafik, within the framework of the global delegation of powers granted by the General meeting held on 21 March 2000. (6) Reduction of the par value of the shares from 25 centimes to 5 centimes pursuant to a decision made by the extraordinary General meeting held on 30 June 2003 (7) Installation of a plan for issuing business creator equity warrants (a plan known as “ BCE4 “ decided on 25 July 2003, and the plan called « BCE 5 » decided on 29 March 2004 pursuant to delegations granted by the extraordinary General meeting held on 30 June 2003 to the executive board). On 10 June 2004, a new plan was adopted by the extraordinary General meeting, which was the object of an allocation by the Executive Board pursuant to received delegations (the plan known as « BCE6 » on 28 September 2004). (8) This refers to shares created by exercise of business creator equity warrants, and more particularly in connection with the plans referenced BCE1 (exercise price of 1.07€ per share) and BCE4 (exercise price of 0.46€ per share), BCE5 (exercise price of 1,219€) and BCE6 (exercise price of 1,2755€) as well as subscriptions by beneficiaries of BCE exercised in this way to the capital increase that had been reserved for them under the conditions governing the capital increase of 29 December 2003 (1 new share may be acquired at a price of 0.8€ for four old ones) and the one of 31 October 2005 (1 new share may be acquired at the price of 2,25€ for five old ones).

upe SQLI - 143 -

21.2 DEED OF FOUNDATION AND ARTICLES OF INCORPORATION

21.2.1 SOCIAL PURPOSE The Company’s purpose, both directly and indirectly, in France and in all other countries is as follows: ♦ Communications and web marketing consulting, ♦ The design and ergonomics of websites, ♦ Consulting regarding the choice of IT systems architecture and IT systems, ♦ Integration and implementation of information technology systems ♦ Design and development of IT software, ♦ Distribution of IT software, ♦ IT training, and ♦ All industrial and commercial operations pertaining to:

Creation, purchasing, hiring, and management leases of any businesses, taking of leases, installation and exploitation of any establishments, businesses, factories, workshops, pertaining to one or other of the Company’s activities;

Acquisition, purchasing, exploitation or disposal of any procedure or patent concerning the Company’s activities; The direct or indirect participation of the Company in any finance, property or asset operations or

industrial or commercial companies that are associated with the Company’s purpose or a similar or connected purpose;

All operations that contribute to the achievement of the Company’s purpose.

21.2.2 CAPACITIES OF THE ARTICLES OF INCORPORATION, A CHARTER OR A REGULATION OF

THE COMPANY REGARDING THE EXECUTIVE OFFICERS

21.2.2.1 Appointment, Operation, Power and Remuneration of the Executive Board (articles 14, 15, 16 and 17 of the incorporation)

1 – Appointment The company is run by an Executive Board, composed from two to seven members, natural persons, shareholders or not, who exercise their duties under the control of the Supervisory board. They are appointed for a period of six financial years by the Supervisory board which provides for the replacement of its deceased or outgoing members, according to the law. Any member of the Directory is re-eligible. No one can be appointed member of the Executive Board if (s)he does not fulfil the conditions of capacity required from the directors of limited companies, if (s)he comes across incompatibilities, declines or bans forbidding her/him the access to these functions, if (s)he is or was a statutory auditor of the company, or if (s)he was a relative or an ally of a company’s statutory auditor, within the conditions set in the article L 225-224 of the French Commercial law, if (s)he is member of the Supervisory board, if (s)he already holds two other functions in the Executive boards of other company or if (s)he heads two other limited companies. Nobody can be appointed member of the Executive Board if, having exceeded the age of seventy years old, her/his appointment has the effect of leading to more than the third of the members of the Executive Board the number of members of the Executive Board having exceeded this age. Moreover, every member of the Executive board will have to be less than seventy years old. If during the exercise of the duties, this age limit is reached, the concerned director will be automatically considered as outgoing and a new director will be appointed in the conditions established in the present article.

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2 – Revocation Every member of the Executive board is revocable by the General meeting or by the Supervisory board, without notice. The revocation of a member of the Executive board does not bring about the dismissal of this one, if (s)he is also employee of the company.

3 – Resignation The directors can resign freely only if this dismissal is not given at an inopportune moment or with a view to damage the company.

4_ Operation

The members of the Executive board can distribute between them the management tasks with the Supervisory board’s authorisation. However, on no account this sharing out of tasks can exempt the Executive board from meeting and from deliberating on the most important questions of the management of the company, or from being called as cause of exemption from the supervision obligation which is the responsibility of every director and from the collective responsibility which follows.

The members of the Executive board meet every time the social interest requires it, on convening of the president or of the half of its members, in the place given by the person who convenes them. They can be convened by any means, even verbally. The decisions of the Executive board are taken with the majority of the present members; in case of parity of votes, Executive board president’s is dominant. Nobody can vote by proxy within the Executive board. The main deliberations of the Executive board give place to the creation of minutes, kept in a register held by the company.

5- Powers

The president of the Executive board represents the company in its relationship with the others. The Supervisory board can give the same power of representation to one or several other members of Executive board whose title is then general manager. The president of the Executive board and one or several general managers, if there is some, are authorized to substitute partially in their powers every special representative that they will notice. The Supervisory board is vested with all the powers necessary for the management of the company assets and can, to that end, make any acts and sign any contract of all kinds and any shape that involve the company, except for those which concern the transfers of immovable by nature, the total or partial transfer of participations, the creation of securities as well as the pledges, the endorsements and guarantees which are inevitably submitted to the Supervisory board’s authorisation. No restriction of these powers has effect vis-à-vis third parties and these can bring suit against the company to execute the commitments taken in name of the company by the president of the Supervisory board and, if need be, the general managers since their name was regularly published.

Consequently and subject to what is said above, the president of the Executive board and every general director has the joint signature and can, within the limits of the object of the company, and under her/his personal responsibility towards the company, subscribe any contract, take any commitment, make any renunciation, sign any compromise and act in any event in the name of the company, without having to produce powers specially given for that purpose, and this even if the acts in question are submitted to the board’s authorization by the articles of incorporation, the third parties being offloaded from any obligation to make sure that this authorization was obtained.

6- Obligations

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The Executive board presents to the Supervisory board a term report which recounts the main acts or facts that occurred in the management of the company. These reports are kept by the company within the same conditions as the Supervisory board’s minutes. They are signed by the president of the Supervisory board and countersigned by the president or vice-chair of the Supervisory board. The report will have to contain all the information likely to enlighten the aforesaid board on the development of the turnover, the fundamental costs, the orders. It should also mention the unusual operations or difficulties; the appreciation of this feature is done by the Executive board, under its responsibility.

After the end of each financial year and within a period of three months, the Executive board presents to the Supervisory board the annual financial statements, so as to be verified and checked, as well as its report intended for the annual shareholders’ general meeting. This presentation should at least took place fifteen days before the publication of the meeting notice. The Supervisory board presents to the general meeting its remarks on the Executive board’s report as well as on the financial year accounts.

7- Remuneration The remuneration of every Executive board’s members is set by the Supervisory board at the time of the appointment of each concerned member. The members of the Executive board can also be given, by the Supervisory board, exceptional compensations in the cases and in the conditions set by the law.

21.2.2.2 Appointment, Operation, Power and Remuneration of the Supervisory board members (articles 18, 19, 20 and 21 of the articles of incorporation)

The Supervisory board is composed from three to eighteen members. This number can be increased within the legal conditions in case of merger.

1 – Appointment The members of the Supervisory board, individuals or corporate bodies, are elected by the ordinary shareholder’s general meeting, for a period of six years. They are re-eligible. In case of merger or split, the extraordinary general meeting can appoint the Supervisory board.

Each member of the Supervisory board should own at least one company’s share. If, when s(he) is appointed, a member of the Supervisory board does not own the required number of shares or if, during the mandate, s(he) no longer owns it, s(he) is automatically considered as if s(he) did not straighten out her/his situation within a period of three months. The access to the functions of councillor is submitted to holding several positions at the same time under legislation.

Each councillor will be able to exercise her/his functions only if s(he) will be more than sixty years old. 2 – Revocation The councillors are revocable by the shareholders’ ordinary general meeting at any time, without notice nor compensation. 3 – Organisation of the board The Supervisory board elects within itself a president and a vice-chair, physical persons, in charge of convening the board and to supervise the debates. They exercise their functions during the period of the Supervisory board’s mandate.

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The Supervisory board can appoint a secretary, chosen among the members of the board or except them, who has the mission to keep or to make hold materially up to date the registers and documents of the board.

The president gathers the Supervisory board as often as necessary and at least once every quarter in the fortnight which follow the presentation of the periodic report of the Executive board.

The members of the Supervisory board are convened to the sessions by any means, even verbally. The decisions are taken on the quorum and majority conditions planned by the law. Ofr the calculation of the quorum and the majority, the presence of the Supervisory Board members is requested who can participate to the meeting by videoconference or telecommunications in compliance with the legal conditions. The decisions are taken with the majority of the present members. The vote of the president is dominant in case of parity of votes. Any councillor can give, by letter or telegram, another councillor a power to represent her/him in board’s session. During the same session, every councillor can only has one of the received proxies. A register of presence is held and is signed by the members of Supervisory board who participate to the board’s session. The deliberations of the Supervisory board are noticed by minutes established and kept according to the law.

4- Power of the Supervisory board The Supervisory board permanently insures and by all the appropriate means the check of the management made by the Executive board. On no account this supervision can give place to the implementation of management acts directly or indirectly made by the board or its members. If a difference of opinion about this subject arises between the Executive board and the Supervisory board, the first one refers to its meeting which has to condemn the wrongdoing in question or revoke one or several concerned directors by clarifying the purpose of the revocation. The president of the board or its delegated members can, at any time, peruse and copy the accounting documents. The board can decide the creation in itself of commissions of which it sets the forming and the remit and which exercise their activity under its responsibility. The Supervisory board can give to one or several of its members any special proxies for one or several specific purposes. The Supervisory board proposes to the ordinary general meeting the appointment or the renewal of statutory auditors’ mandates. It informs the financial market authority of this proposition before the publication of the meeting notice in the Bulletin of Mandatory Legal Announcements (BALO).

5- Remuneration of the councillors The general meeting can allocate to the Supervisory board’s members, to remunerate their activity, as an attendance fee, an annual fixed amount that the meeting sets without links with previous decisions. The amount of the attendance fees is entered in the operating costs. The Supervisory board freely shares out between its members the overall amount allocated to these as attendance fees. It can in particular allocate to the board’s members who belong to special commissions a share higher than the others’.

It can be allocated, by the Supervisory board, exceptional remuneration for the assignments or proxies entrusted to members of this board. These remunerations, entered in the operating expenses, are submitted to the special procedure aiming at regulated agreements.

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No constant remuneration or not can be paid to the councillors others than those planned above. However the Supervisory board can authorize the repayment of the journey and travelling expenses advanced by its members in the company’s interest. The number of the Supervisory board’s members linked by a work contract to the company cannot exceed the third of members on duties.

21.2.2.3 Regulation of the Supervisory board concerning the operations on SQLI securities realised by the executive officers

The present internal regulation aims to expose under a synthetic and concrete form the rules applicable to SQLI shares held by the members of the Executive board and the members of Supervisory board. These rules are also applicable to the permanent representatives of the corporate bodies which are members of the Supervisory board. This rules directly come from the applicable legal and regulatory capacities. The internal regulations relating to the company’s shares belonging to the members of the Executive and Supervisory boards are adopted and modified by the Supervisory board. A copy of these regulations will be given to each of the persons concerned, from its adoption or its later modification by the Supervisory board. Any new member of the Executive or the Supervisory boards will be given a copy of the current internal rules . This presentation will be noticed in minutes.

In accordance with the present regulations, the members of SQLI Executive and Supervisory boards, as well as the permanent representatives of the Supervisory board’s members and the corporate bodies commit themselves:

Rule n° 1: Register all their SLQI shares, held or acquired later. • The members of the Executive and Supervisory boards commit themselves as well as : • Their minor children not emancipated; • Their not separated spouses.

This registration can be made with a credit institution, with an investment firm or an investment service supplier. It must be made at the latest one month after the appointment as a member of the Executive or Supervisory boards, or twenty days after the acquisition of new shares.

Rule n° 2: Refrain, during the next periods, from any intervention on their SQLI shares: • during a fortnight period preceding the date to which the consolidated accounts are made public; • during the period contained between the date to which a member of the Executive or Supervisory boards is aware of a piece of information which, if it was made public, could have a significant influence on SQLI share quotation and the date to which this piece of information is brought to the public’s notice.

Rule n° 3 : Refrain from making a third party not member of SQLI Executive or Supervisory boards known about any piece of information liable to have an effect on SQLI share quotation before bringing this piece of information to the public’s notice. This rule does not concern - obviously - the communications made pursuant to the legal and regulatory obligations of SQLI.

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Rule n° 4 : Communicate every quarter to the Executive board any information regarding the deals made on its SQLI shares.

21.2.3 RIGHTS, PRIVILEGES AND RESTRICTIONS TIED TO THE COMPANY’S SHARES (ARTICLE 13

OF THE INCORPORATION)

1. Every share entitle, in the profits and the corporate capital, to a proportional share in the capital quota which it represents and gives right to vote and, to the representation in the General meetings, within the legal conditions set by the law and the article of incorporation. Any shareholder is entitled to be informed about the running of the Company and to get communication of some corporate documents in the times and in conditions planned by the law and the articles of incorporation.

2. The shareholders bear the debts only in competition of their contributions.

Subject to the legal and regulatory capacities, no majority can impose them an increase in their commitments. The rights and the obligations tied to the share follow the security everywhere it goes. The possession of a share consists by right of memberships to the decisions of the General meeting and to the present articles of incorporation. The transfer includes all the due and not paid dividends and dividends to be fallen due, thus possibly that the share in the reserve funds, except opposing measures notified to the Company. The heirs, the creditors, the eligible persons or other representatives of a shareholder cannot, on no account whatever it is, demand the installation of seals on the assets and on corporate documents, ask for the division or sale by auction of these assets, nor interfere in the management of the Company. To exercise their rights, they have to, rely on the corporate inventories and on the decisions of the General Meeting. 3. Every time it is necessary to own some number of shares to exercise some right, in case of exchange, of bulking, of allocation of securities, or during capital increase or reduction, during a fusion or during any other operation, the shareholders who own a number of shares lower than the required one, can exercise these rights only if they personally commit themselves to obtain the required number of shares.

4. The Company can demand either the repurchase of the totality of its own preference dividend shares without a voting right, or the repurchase of some categories of them, every category being determined by its issue date, within the conditions set in the article L.228-19 of the New French Commercial law.

21.2.4 MODALITIES NECESSARY TO ALTER THE SHAREHOLDERS’ RIGHTS

The rights of the shareholders can be modified by decision of general meetings with, if need be, delegation to the Executive board.

21.2.5 SHAREHOLDER’S GENERAL MEETINGS

21.2.5.1 Convening, Access and Holding of the general Meetings (articles 23 to 31) Convening and Meeting (article 24 of the articles of incorporation) The general meetings are convened by the Executive Board or, failing that, by one or several Auditors. They can be also convened by a representative appointed by the President of the Commercial court ruling in summary procedure, either at the request of one or several shareholders gathering at least 10% of the capital. The general

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meetings can also be convened by the Supervisory Board, which is can freely exercise this power whenever it requires it, without having to ask the Executive Board to summon the meeting. During a time of liquidation, the general meetings are convened by the liquidators. General meetings are held at the Company's headquarters or at any other place indicated in the notice. A notice concerning the meeting containing the information required under Article R 225-73 of the Commercial Code is published in the Bulletin of mandatory legal announcements at least thirty five ( 35 ) days before the date of the general meeting. The convening is made at least fifteen (15) days before the date of the general meeting by a notice published in the legal announcements newspaper of the department in which the Company has its headquarters and, by a notice published in the Bulletin of mandatory legal announcements and by an ordinary letter sent to every shareholder who hold registered Company shares. (…) If they request it, the shareholders holding registered Company shares can be summoned by registered letter with a form of acknowledgement of receipt. When a General meeting can’t deliberate because the required quorum is not complete; the second General meeting or the second adjourned General meeting if need be, are convened in the same cvonditions than the former with a similar notice and a similar agenda. Agenda (article 25 of the articles of incorporation) 1. The General meeting agenda is drawn up by the author of the convocation. 2. One or several shareholders, who together hold the required quota of capital and acting in accordance with the timeframe and conditions set out in the law, can request, by registered letter with acknowledgement of receipt, the inclusion in the agenda for the General meeting of resolution projects. 3. The General meeting cannot deliberate on a question that has not been entered in the agenda, which cannot be modified by a second convening. The Meeting can however, in every circumstance, revoke one or several members of the Supervisory Board and carry out their replacement. Access to the meetings and powers (article 26) 1. Any shareholder is allowed to participate in General Meetings and in the deliberations either personally or by proxy, regardless the amount of shares (s)he holds, upon proof of identity as soon as her/his shares are fully paid up and registered in her/his name at least three days before the date of the Meeting, at the zero hour, Paris time, either in the securities accounts held by the company, or in the securities accounts held by the middleman in charge. 2. Every shareholder is allowed to vote by using a postal vote by means of a form that s/he can obtain according to the conditions laid out in the notices of meeting and convening for the General meeting. 3. A shareholder can only be represented by his/her spouse or by another shareholder given proxy rights. Holding of the meeting offices, minutes (article 27) 1. An attendance register is kept at every Shareholder Meeting in accordance with the legislation. 2. General Meetings are chaired by the Chairman of the Supervisory Board or in her/his absence by a member of the Supervisory Board who has been specially assigned this task by the Supervisory Board. If the Meeting has been convened by the Statutory Auditors or by a legal proxy, the Shareholders’ Meeting is chaired by the author of the convocation. Failing that, the General Meeting elects a chairman.

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The two shareholders, present and willing, representing themselves and by proxy the biggest amount of votes, carry out the function of tellers. The holders of this office then appoint a secretary who cannot be a shareholder. The members of this office have the task of checking, certifying and signing the attendance register, upholding the orderliness of the debates, sorting out any ensuing incidents, overseeing the voting and ensuring its correctness and making sure that the minutes of the meeting have been drawn up. 3. The General Meetings deliberations are written in minutes signed by the meeting members and registered in a special register in compliance with legal standards. Copies and Extracts of these minutes can be certified in compliance with legal standards.

21.2.5.2 Calculation of the quorum, voting in the shareholder’s meeting and the conditions for

acquiring double voting rights (articles 11, and 28 to 31) In General meetings, the voting rights attached to shares in the Company’s capital or interest are proportional to the proportion of capital that they represent. Each share entitles one vote. Double voting rights As an exception to what has just been stated, a voting right double the one granted to the other shares, conferred with respect to the proportion of capital represented, is attributed as follows: ♦ to all shares that are entirely paid up and for which can be proven a nominative registration for at least three (3) years in the name of the same shareholder; ♦ to all registered shares allocated to a shareholder, in the case of a capital increase by incorporations of reserves, profits or share premium, at the rate of old shares for which s(he) benefits from this right. This double voting right has been included in the articles of incorporation by the combined general meeting of 21 March 2000. The double voting right ends for each share that has been the object of conversion to bearer or the subject of a transfer, except any nominative to nominative transfer as a result of inheritance or family donation. The double voting right can be removed by the decision of the Extraordinary General meeting, after it has been ratified by the special beneficiary shareholders meeting. Limiting voting rights No arrangement to limit voting rights was made by the general meeting. Quorum The quorum is calculated using all of the shares that make up the capital, except in Special Shareholders’ Meetings where it is calculated using all of the shares of the particular share category concerned, all of these are calculated less those shares which hold no voting rights according to the dispositions laid out in the law. In the case of postal voting, only those votes which are duly completed and received by the Company at least three days before the date of the general Meeting will be taken into account in the calculation of the quorum. Voting takes place by a show of hands, or by a nominal call or by a secret ballot according to the decision of the office of the general Meeting or by the shareholders. Shareholders can also make use of postal voting.

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21.2.5.3 Different types of meeting (articles 29 to 31) Ordinary general meeting The Ordinary General Meeting can take all decisions that go beyond the powers of the Board of Directors and which do not include the changing of the Company’s articles of incorporation. The Ordinary General Meeting meets at least once a year within six months of the close of the financial year in order to rule on the financial statements of that year unless that period is prolonged by a legal ruling. The Meeting can only act legally when it is first convened if the number of shareholders present or represented, or having sent postal votes, adds up to a quarter of those shares holding the right to vote. No quorum is required if the Meeting is convened for a second time. The Meeting can rule with the majority of the votes of the shareholders present, represented or having voted by post. Extraordinary General Meeting The Extraordinary General Meeting can alter any of the Company’s articles of incorporation and decide upon the transformation of the Company in another form of company, civil or commercial. This Meeting cannot, however, increases the commitments of the shareholders, subject to the operations that result from regular stock consolidation. The Extraordinary General meeting can only legally make decisions if the number of shareholders present or represented, or having voted by post adds up to, on the first convening of the Meeting, the third, and on the second convening of the Meeting, the quarter of shares which have voting rights. If this quorum is not reached, the second Meeting can be adjourned to a later date that must take place within the two months following the second convocation. The Extraordinary General Meeting rules with the majority of the two-thirds of the votes that have the shareholders present, represented or having voted by post, unless there have been legal infringements with those votes. In the Extraordinary General meetings with a constitutive form, i.e. those called to deliberate on the approval of a contribution in kind or on the granting of a particular benefit, the contributor or the recipient is not entitled to vote either for himself or as a proxy. Special General Meeting If there are several classes of shares, no modification can be made to the rights of the shares of those classes, without a vote in conformance with an Extraordinary General meeting that is open to all shareholders and, additionally, without a vote in conformance with a Special General Meeting just for those shareholders of the particular class of shares concerned. Special General Meetings can only make valid decisions if the number of shareholders present or represented adds up to at least, on the first convocation of the Meeting, the half, and on the second convocation of the Meeting, the quarter of the outstanding shares of the concerned share class. As for the rest, Special General Meetings are convened and deliberate according to the same conditions as Extraordinary General meetings, subject to the particular provisions applicable to the meetings of holders of preferred dividend stock that do not have voting rights. Share indivisibility (article 11) As regards the Company, shares are indivisible. Shares that are co-owned are represented at Shareholder’s meetings by one of the owners or by a mutually agreed proxy. Failing agreement between them on the choice of a proxy, a proxy is designated by the order of the Chairman of the Commercial Court ruling in summary procedure at the request of the most diligent co-owner.

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The voting right that is tied to the share belongs to the usufructuary in the Ordinary General meetings and to the bare owner in the Extraordinary General meetings. However, shareholders can agree amongst themselves on any other sharing out of the use of votes in General meetings. In this case they will have to let the Company know about what they have agreed by a registered letter sent to the Company’s headquarters. The Company is under the obligation to respect this agreement for all General meetings that meet following a timeframe of one month pursuant to the sending off of the registered letter; the post mark on the letter will act as the proof of the sending date. Each of the co-owner of indivisible shares, the usufructary and the bare owner of shares also have the right to consult the social reports.

21.2.6 CLAUSES LIABLE TO HAVE AN EFFECT ON THE COMPANY’S GOVERNING

There are not any particular clauses that are liable to have an effect on the company’s control.

21.2.7 CROSSING OF THRESHOLDS

Apart from respecting the applicable legal and regulatory obligations concerning the crossing of thresholds, every corporate body or natural person, acting alone or in concert, who has come to own, directly or indirectly, by the means of one or several corporate bodies, controlled according to the meaning of article L. 233-3 of the French Commercial Law, a number of shares or voting rights representing five percent of the capital or of the voting rights in the Company or any multiple of this same percentage, and this even if this multiple exceeds the legal threshold of five percent, must notify the Company the total number of shares or rights s/he/it owns, by the means of a registered letter with a acknowledgement of receipt sent to the Company’s headquarters within fifteen days as from the crossing one of these thresholds.

This obligation to inform the Company applies, in conformance with the same aforementioned conditions, every time that the fraction of the capital or held voting rights falls below one of the thresholds mentioned in the preceding paragraph. If any of these provisions are not respected, the shares or the voting rights that exceed the threshold will be deprived of their voting rights for all General meetings which will take place over the following two year period counting from the moment that the notification has been regularised, as long as the request to deprive these rights is made by one or several shareholders holding individually, or in concert, at least five percent (5%) of the Company’s capital or voting rights. This request is registered in the minutes of the Shareholder’s meeting.

The company received the following declarations of threshold crossings relative to the ones that occurred in 2007:

• By a letter dated 21 February 2008, the Société Privée de Gestion de Patrimoine (State holding private company) - SPGP, as the manager of unit trusts, declared that the 5% of SQLI capital and voting rights it owned has been diminished on 20 September 2007, after various shares transfers on the market. The SPGP holds by now 1.656.585 SQLI shares and voting rights which represent 5,47% of the capital and 4,89% of the company voting rights. • By a letter dated 21 February 2008, the Société Privée de Gestion de Patrimoine (State holding private company) - SPGP, as the manager of unit trusts, declared that the 5% of SQLI capital and voting rights it owned has been diminished on 2 October 2007, after various shares transfers on the market. The SPGP holds by now 1.510.714 SQLI shares and voting rights which represent 4,99% of the capital and 4,46% of the company voting rights. • By a letter dated 25 September 2007, SOCADIF company (26 quai de la Rapée S5012 Paris), owned by the Credit Agricole d’Ile de France, declared that the 5% of SQLI capital and voting rights it owned has been diminished on 31 August 2007, after a modification of SQLI voting rights number by SQLI itself. Socadif holds by now 1 500 000 SQLI shares and voting rights which represent 4,95% of the capital and 4,43% of the company voting rights. (on the basis of a capital formed at 31 August 2007 by 30 273 983 shares for 33 883 633 voting rights.

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• By a letter dated 17 April 2007, completed by another letters dated 18 April, Mr Jean Rouveyrol announces that, on 10 April 2007], as a result of successive shares transfers, he crossed in a downward direction the threshold of 15% of the SQLI company’s capital and that he held 2 042 298 SQLI shares which represent 4 084 596 voting rights, namely 7,24 % of the capital and 12,76% of the voting rights of this company. (On the basis of a capital composed of 28 189 804 shares which represents 31 999 765 voting rights)

Hence pursuant to the provisions of article L 233-13 of the French Commercial Law, and in the light of the information received in application of article L 233-7 of the French Commercial Law, we inform you of the modifications that occurred during 2007 related to the contributions of shareholders who hold, directly or indirectly, more than one-twentieth, one-tenth, one-fifth, one-quarter, one-third, the half, the two thirds or the nineteen twentieth of the share capital or of the voting rights.

Shareholders holding more than 5% of the capital Jean Rouveyrol Shareholders holding more than 10% of the capital None Shareholders holding more than 10% and/or 20% of the capital None Shareholdesr holding more than 5% of the voting rights Jean Rouveyrol Shareholdesr holding more than 10% of the voting rights Jean Rouveyrol Shareholdesr holding more than 20% of the voting rights None

2006 2007 Variation Main shareholders Capital Voting rights Capital Voting rights Capital Voting

rights Downward crossing of the threshold of one-tenth of the share capital and of the voting rights Jean Rouveyrol 2 042 298 4 084 596 Upward crossings of the threshold of 5% of the share capital SOCADIF 1500.000 1.500.000 1.500.000 1.500.000 0 0 SPGP NC NC 1.510.714 1.510.714

21.2.8 SPECIAL STIPULATIONS THAT REGULATE THE CAPITAL CHANGES

There aren’t any particular stipulations that govern the modifications of capital. The share capital is increased by any means and according to any terms set by the Law.

Capital increases

The Extraordinary General Meeting, on Executive board’s report, is the only competent to decide the increase in capital. Its powers and its competence can be delegated to the Executive Board, according to the conditions fixed by the law.

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The shareholders have, proportionally to their amount of shares, a pre-emptive subscription right to share issued for cash issued in order to make a capital increase. The shareholders can give up individually their pre-emptive rights. The right to the allocation of new shares to shareholders, following the incorporation of reserves, profits or share premiums to the capital, belongs to the bare owner, subject to the usufructuary’s rights.

Reduction-amortisation of capital

The reduction of capital is authorized or decided by the Extraordinary General meeting which can delegate to the Executive board any powers to carry it out. On no account, the Meeting can undermine the equality of the shareholders.

The reduction of the share capital to an amount lower than the legal minimum can be decided only under the condition precedent of a capital increase, intended to bring this one to an amount at the least equal to this minimum amount, except transformation of the Company in a company of another form. In these capacities are not respected, any interested person can make a legal claim to ask for the dissolution of the Company.

However, the court cannot pronounce the dissolution, if when it pronounces judgment on the merits, the regularization took place. The capital can be depreciated according to the capacities of the law.

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22 MAJOR CONTRACTS There is not any customer representing more than 7% of the group’s turnover, and any contract representing more than 4.5% of the group’s turnover; there is no need to report a major contract that could strongly affect the group’s activity result.

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23 INFORMATIONS COMING FROM OUTSIDERS, EXPERTS STATEMENTS, AND DECLARATIONS OF INTEREST

The group management did not record any information coming from outsiders, experts statements, or declarations of interest that should be mentioned in the present reference document.

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24 DOCUMENTS OPEN TO PUBLIC INSPECTION

24.1 RIGHT TO REPORT OF SHAREHOLDERS (ARTICLE 32 OF STATUTES) In accordance with the conditions and times settled by the law, any shareholder has the right to access to the documents needed to allow him to give his opinion on the management and control of the company in full knowledge of all the considerations involved. The nature of these documents and the conditions for mailing or using are set by legal regulations.

24.2 FINANCIAL STATEMENT

The company communicates with its shareholders through both its website, (www.sqli.com / www.sqli.fr), and its financial communication agency (www.kaparkafinance.com). The group’s financial statements are published in la Tribune and on Euronext website (www.euronext.fr), and Boursorama website (boursorama.com). Financial statements can be sent by mail after subscription to the service, to one of the following addresses: communication@sqli.com or on the website www.kaparkafinance.com. The company Companynews group broadcasts financial statements on many financial platforms, as well as websites, web portals and newsrooms. SQLI obligation to publish regulated information in application of the transparency rule is operated by the service company Companynews. Companynews broadcasts financial and institutional statements of companies, especially companies quoted on the stock exchange. The service ‘regulatory diffusion ’guarantees a broadcasting of statements on a network including financial platforms, press agencies and websites as well as the FMA website and euronext.com. This allows to reach financial analysts, assets managers, journalists employed or independent as well as individual shareholder web surfers. The communication of quarterly and half-year financial statements is made trough press releases, whose schedule is:

Turnover first term of 2008 Mercredi 14 mai 2008 Turnover second term of 2008 Mercredi 30 juillet 2008 Results for each term 2008 Lundi 15 septembre 2008 Turnover for the third term 2008 Jeudi 13 novembre 2008

Meetings with analysts and investors related to 2007 results took place on 31 March 2007.

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25 INFORMATION ON PARTICIPATIONS

The table of subsidiaries and participation is exposed at page 136 The appendix of consolidated accounts presents at chapter 20 parapgraph 5) “consolidation of subsidiaries”, of II. “Accounting rules and procedures”, and VIII “Sectorial information” the consolidation perimeter, the contribution to the turnover, the operating result and the group’s net result.

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26 CONCORDANCE WITH THE YEAR FINANCIAL REPORT

FMA General rules Pages - Responsible person’s attestation 4 - Year Company accounts 101 - 128 - Statutory auditors report on the company accounts 131 - 132 - Consolidated accounts 66 - 100 - Statutory auditors report on the consolidated accounts 129 - 130 - Business report 156 - 196 - Note on statutory auditors fees 5 - Report of the Supervisory Board chairman 51 - 57 - Report of statutory auditors on Internal control 58

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27 APPENDIX : BUSINESS REPORT

SQLI

Public limited company controlled by an Executive Board and a Supervisory Board Capital : 1.534.525,45 €

Headquarters : Immeuble Le Pressensé 268, avenue du président Wilson

93210 La Plaine Saint-Denis France

RCS Bobigny 353 861 909 INSEE number : 353 861 909 00094

____________

BUSINESS REPORT AND GROUP REPORT PRESENTED BY THE EXECUTIVE BOARD

IN THE COMBINED GENERAL MEETING OF 30 JUNE 2008

Dear Ladies and Gentlemen, Dear shareholders, In compliance with the related laws and statutes, we convened the General Meeting in order to present the situation and activity of the company and its subsidiaries during the year ended at 31 December 2007. The exposed accounts have been drafted with the same procedure as last year’s accounts, in compliance with the accounting procedures and in respect of the principles of truth and caution. .

I - SQLI ACTIVITY

a) Presentation of SQLI activity in 2007 Situation in 2007 related to the development plan made for 2006-2008 The company situation in 2007 is very satisfactory and matches the development plan for 2006-2008: - In 2007, SQLI turnover reached 115,4 M€, increasing by 27% since last year. The acquisitions made in 2007 (41 M€ in full year) participated only for 9M€ in the year result. The group started 2008 with a pro forma business volume of more than 145 M€. The turnover has been multiplied by 1.9 and the COR by 3.8 in 2 years:

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- In the second term of 2007, the group registered a Current Operating Margin of 7.9%, compared with 6.4% in the first term and 6.2% in 2006.

- On the whole year, the current operating result amounted to 8.3M€, increasing by 47%. It includes a non recurrent

charge of 0.6M€ which was already registered in the year first term and ir related to a commercial strategy renegociation. Without this cost, 2007 current operating margin would reach 7.7% on the year.

An organic growth exceeding the expectations The group clearly increased its organic growth which amounted to 16% in 2007, exceeding the expected 15% and compared with 12% in 2006. Being positioned on the most buoyant segments of the computer services market, SQLI keeps strengthening its leading position in e-business, SAP and Business projects and solutions, with a constantly increasing number of major accounts and an always more complete offer. 2007 results confirm the effectiveness of the development strategy and the group capacity to have an organic grouwth clearly exceeding the average growth of the market, to choose and integrate companies while carrying on working on its main development strategies at the same time: Service industrialisation (CMMI, Solutions et offshore), human resources (CMMI people) and customer management (CMMI business).

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A year external growth which confirms the turnover expectations for 2008 2007 turnover, with a high growth rate, does not totally reflect the new group dimension after its external growth operations made in 2007. In total, SQLI made 6 acquisitions in 2007 of high value-added companies :

Clear Value SAP consulting Alcyonix CMMI/Governance Iconeweb Business solutions Amphaz Business Intelligence Urbanys CMMI / Governance Eozen SAP consulting

The activity of Eozen, whose turnover amounted to 21.8 M€ in 2007, has been consolidated at 1st January 2008. The balance sheet information was consolidated at 31 December 2007. By integrating on 12 months the turnover of acquisitions made in 2007, SQLI started 2008 with a pro forma business volume of more than 145M€, with more than 20% abroad. At 1st January 2008, the Group total staff included 1840 persons. Given the rhythm of its external growth, the company is confident on exceeding the 150M€ result expectations in 2008, initially settled in the development plan for 2006-2008.

A progressive leverage on margins due to the industrialisation of services The group is progressively starting to benefit from its major efforts made in the process industrialisation with CMMI (2/3 of the turnover of package project are made with high levels of maturity CMMI 4 and 5) and from the offshore activity, both generating a strong competitive advance for the group and having a positive effect of the margin improvement. The offshore strategy taken in 2004 is becoming successful. The group can now rely on 150 partners in Morocco, and operating processes used in many projects. SQLI expects a high growth with the objective of reaching a number of 500 partners as soon as possible. SQLI planned to build an Offshore platform on Mohammed the 1st University campus in Oudja, Morocco. While the university provides the site without any compensation, SQLI will finance the construction of a building for an amount of 500 K€ on a surface area of 1500 m2.

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On 2 October 2007, SQLI obtained from the Moroccan Minister of the Interior the assignment of the site and on 12 November 2007 the authorisation to start building the platform on the chosen site. Acquisition of CLEAR VALUE The group has been purchased according to the procedure signed on 15 December 2006, modified by additional clauses on 31 January 2007. SQLI purchased 100% of Clear Value capital with: - the payment in cash of 189.040 Clear Value’s shares (22% of Clear Value shares) amounting to a total of 1.324K€ - the payment of 1.737.944 shares under the form of SQLI capital increase as a remuneration of 670.235 shares of Clear Value, representing 78% of its capital for 4 692 K€. The group CLEAR VALUE consists in CLEAR VALUE based in Paris and its subsidiaries (owned at 100%), APPIA CONSULTING, a company whose headquarters are located in Paris, and CLEAR VISION INTERNATIONAL, a company incorporated in Luxembourg, which owns 100% of CLEAR VISION capital. This group has developed an advanced expertise on SAP solutions in the three sectors of the SRM (relationship with the supplier), the CRM (relationship with the customer) and FSCM (electronic invoicing).

A price supplement amounting at the most to 1.000K€ (22% in cash and 78% in kind for 2888 886 SQLI shares) will possibly lead to a payment from SQLI if the result objectives for 2007 are reached. In 2007, the combined turnover reached 5 975 K€ for a combined net profit of 860 K€. The company has 46 employees.

Acquisition of ALCYONIX

Alcyonix group (which consists in Alcyonix Inc in Canada and Alcyonix France SARL) has been purchased on 30 April 2007 for a total price paid in cash of 904 K€. The group activity focuses on advices and certification with CMMI, Capability Maturity Model Integration, an evaluation model of the companies’ maturity level, an official partner of Software Engineering Institute (SEI). Alcyonix trained more than 2000 people to CMMI, and helped more than 50 organisations in their improvement of processes and realised more than 60 CMM and CMMI assessments everywhere in the world. A price supplement of 187K€ will be possibly given if the objectives for 2007 are reached. It WILL be paid before the 30 June 2008. The consolidated turnover for 2007 amounted to 1 812 K€ for a net consolidated profit of 33 K€. The group has 9 employees.

With this acquisition, SQLI became a major actor of global accompaniment around CMMI. A precursor in Europe concerning the integration of CMMI model, SQLI has become a reference in the implementation of CMMI, at the internal level as well as for many major accounts. Thanks to this merger with Alcyonix, SQLI can now offer the more complete CMMI offer available on the market, from strategy consulting to training, assessment and certification, and implementation of procedures. This new offer will be available at the international level and in particular in Europe and North America through a new agency in Canada (Montreal) which is a new asset for the already dense group (10 agencies in France, 2 in Switzerland, 3 in Morocco and 1 in Luxembourg).

A price supplement of 187K€ will be possibly given if the objectives for 2007 are reached. It WILL be paid before the 30 June 2008. The consolidated turnover for 2007 amounted to 1 812 K€ for a net consolidated profit of 33 K€. The group has 9 employees.

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Acquisition of IconeWeb

Iconeweb Group (which consists in Iconeweb multimedia SAS and its subsidiary Iconeweb Morocco) has been purchased on 31 May 2007 by the acquisition of 100% of the capital amounting to 278 184€ paid in cash for an amount of 3.115K€. Based in Paris, in Belgium and in Morocco thanks to its subsidiary IconeWeb Multimedia Morocco, the group’s activity focuses on the conception and selling of company estate solutions (websites dedicated to the promotion of building complexes, electronic e-data room..). A price supplement amounting up to 435K€ (and at the most 565K€ if the objectives are surpassed) will possibly be paid according to the turnover and the margin in 2007 and 2008. In 2007, no price supplement has been registered as the conditions have not been fulfilled. The group’s turnover reached 1 785K€ in 2007 for a net result in deficit of 292K€. The company has 35 employees.Acquisition des actifs de la société AMPHAZ

The group purchased the assets of Amphaz, a subsidiary of Altitude group, on 16 November 2007, with integration on 30 November 2007. With this acquisition, SQLI has strengthened its Busliness Intelligence department. With this acquisition, SQLI has strengthened its Busliness Intelligence department, Which is now made of 150 people offering a complete offer for various types of customers. Created in 2000 , Amphaz is specialised in consulting and integration of databases and decision making tools. It thus performed the integration of Business Object solutions for more than 1000 clients since the beginning. Amphaz has been primed in 2007 by Business Object for the best progress in 2006. SQLI financed this operation in cash for an amount of 2M€. The turnover made by Amphaz was consolidated at 1st December 2007. With this contract, SQLI gets Amphaz partners and purchases only the main assets of the company (customers and equipment) without taking the debts and leasing contracts.

Acquisition d'URBANYS, consulting firm in SI and CMMI

This acquisition has been made according to the procedure signed on 23 November207. 8 890 shares, that is 100% of the capital, have been purchased in cash for a fixed price of 2000K€. According to the procedure, a price supplement of at the most 600K will be possibly paid from SQLI if the turnover growth objectives are reached for 2008 and 2009 (subject to certain result levels). Based in Suresnes, URBANYS has developed a complete consulting offer going from consulting in architecture and governance of the information system MOAP aiming at improving the performance of information systems in order to match the jobs and economy objectives of the company. Operating in France and in Luxembourg, URBANYS is also famous for its consulting offer on the accompaniment for processing improvement related to CMMI, ISO, 9001, ITIL, COBIT…

The company’s turnover amounted to 2 875K€ in 2007 and the net result to a profit of 190K€. It has 20 employees.

Acquisition of EOZEN, a European consulting firm specialised in SAP SQLI purchased the totality of Eozen capital with an agreement signed in December 2007. EOZEN is operating in Luxembourg, Belgium, France, Netherlands and Singapore. It is a top-end consulting firm dealing with all types of SAP offers, with a strong competence in the retail sale industry, the medias and the energy distribution. EOZEN is one of the 4 major members of SAP Council in Benelux. With this new acquisition, SQLI gains a leading position in SAP consulting.

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With on average 150 consultants, EOZEN turnover exceeded 21M€ in 2007. With this acquisition and that of Clear Value in 2006, SQLI has from now a complete SAP offer which covers all the major accounts in France and in Benelux. With Eozen and Clear Value, SQLI expects to reach more than 30M€ of SAP consulting revenues in 2008, a result which would make from the group one of the major actors growth perspectives on new markets, thanks to its e-business offer. The acquisition of Eozen has been made in cash for 51% and in kind for 49% with the issue of SQLI shares. The acquisition price corresponds to 70% of Eozen turnover for 2007 and possible price supplements based on Eozen results n 2008 and 2009, payable if the operating profitability exceeds 10%. The issue of new SQLI shares is submitted to the registering of an E document towards the FMA, and to the approval of the company’s shareholders during the General meeting. In 2008, SQLI will focus on the integration of the companies purchased in 2007, and on the optimisation of margins. By relying on potential leverage by out for the profitability of CMMI, of the integration of the high value-added companies, and of the good development of offshore business, SQLI expects a turnover exceeding 150M€ in 2008 and an operating margin of 15 M€.

Operations of restructuration ASTON, PROCESS ENGINEERING ASSISTANCE (PROCEA) and SYSDEO companies have been dissolved at 31 October 2007 by decision of SQLI. These dissolutions have been done without winding up and led to a universal transfer of assets to SQLI. According to Article 1844-5 of the Civil Code, the transferors have 30 days to oppose the dissolution from the date of publication. The transfer has thus been made on 30 November 2007 on the basis of accounting results at that date. b) SQLI results in 2007 The consolidated turnover reached 115.36M€ (141,3 proforma), 27% more than last year, and perfectly matches the expectations of 120M€. The current operating result reached 8.3M€, that is 47% more than last year. The operating result has a non recurrent cost of 0.6 M€ already registered in the first half of the year and due to a commercial strategy negotiation. Without this cost, the current operating margin would reach 7.7% in 2007. The consolidated net result reached 5.3M€, for 6.5M€ in 2006 and 2.5 M€ in 2005. The decrease noticed in the last year (-17.8 %) is not significant since the group registered a non payable tax of 2.7M€ which accounts for the activation of the deficit taxes reports for last years in compliance with IFRS standards. The average day cost amounted to 445€ in 2007 (447 in 2006) and the employment rate reached 85%.

c) Progress and difficulties SQLI is carrying on its development programme set for 2005-2008. The expectations for 2007 consisted in a turnover of 120M€, which has been reached since the turnover amounted to 141M € (pro forma). The operating margin expectations of 8% have been almost reached since the second term margin amounted to 7.9%.

d) Objective and exhaustive analysis of business evolution and financial situation, in particular related to the debt compared with the business volume and organisation

The financial debt at 31 December 2006, amounting to 16.3M€ , includes a 4,5M€ medium-term loan repayable over a period of 4 years contracted in October 2005 with a bank pool for the acquisition of Aston securities, a 1,3 M € loan contracted in December 2006 with a banking pool for the refinancing of Procea acquisitions and Inlog goodwill, and an authorised credit line reaching a maximum of 17.2 M€ contracted with a banking pool in June and December 2007.

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This credit line is aimed at refinancing the acquisition of Alcyonix, Iconeweb, Clear Value and Eozen as well as other future external growth operations. The fund-raising was done in June 2007 for 5200 K€ and in December 2007 for 7 427 K€. The surplus of 4 573 K€ is encashable before the 31 July 2008. The credit line is guaranteed by the share pledge of Alcyonix, Iconeweb, Clear Value and Eozen, the goodwill pledge of SQLI for 1.4 M €, as well as by a delegation of profit from liabilities guarantees granted by the sellers and a delegation of the keyman insurance contract. This loan includes a certain number of covenants and financial ratios exposed below. At 31 December 2007, the group has respected these covenants and ratios.

Year (12 months) ending at:

Consolidated net financial debt/ /

EBITDA ratio less than:

Consolidated free cash flow / Consolidated debt service ratio

more than :

Financial debt/ share equity ratio less than :

31/12/2008 1,5 1 0,8 31/12/2009 1 1 0,5 31/12/2010 1 1 0,5 31/12/2011 1 1 0,5 31/12/2012 1 1 0,5

The company has a factoring capacity of 21 M € at the end of December 2007, The company benefits from short-term credit lines of 2 M€ in the form of an overdraft, and of 4 573 K€ in

the form of a possible withdrawal from the 17.2 M€ granted by the banking pool. e) Description of main risks and uncertainties Liquidity risk The direction reckons liquidity risk is limited. The financial structure of the company is healthy: the consolidated equity capital amounts to 45.8 M€ and the available funds to 8.7 M € (financial debt non included) at 31 December 2007 (whereas the Equity capital amounted to 33 M € and the available funds to 9.3 M € at the end of 2006). The 4.5M€ medium-term loan contracted by the company in October 2005 has a collectability clause anticipated in case of failure to reach the following ratios: Net Financial Debts/GOS < 1 for the entire credit period (consolidated basis)

Free Cash-Flow/ debt service > 1

CIF > 2 M€

Medium and long term Debt/shareholders' equity and quasi own funds < 1.

The following transactions, if done without the lenders’ provisional authorization, could also lead to the anticipated collectability of the loan: The Investments higher than 1M€ a year

External growth transactions amounting to more than 0.5 M€ a year. By way of an exception, the lenders’

provisional authorization is not required for external growth transactions that had been financed for at least 40% by a capital increase (cash or in kind) and whose cash price given for the part exceeding the capital increase is lower or equal to 3,5 M€. All the covenants are fully respected by SQLI company. The chart below presents the company’s net financial debt at 31 December 2007

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Net Financial Debt at 31 December 2006 In K€ A. Revenues 3 492 B. Equivalent tools 5 209 C. Investment securities D. Liquid assets (A+B+C) 8 701 E. Short-term financial receivables F. Sort-term banking debts 164 G. Less-than-a-year-share of mid-term and long-term debts 3 828 H. Other short-term financial debts (*) 114 I. Short-term financial debts (F+G+H) 4 106 -J. Short-term net financial debt (I-E-D) -4 595 K. Banking loans of more than one year 11 863 L. issued bonds M. Other loans of more than one year 405 N. Net financial debt tat mid-term and long term (K+L+M) 12 268 O. Net Financial Debt (J+N) 7 673

The invoicing depends on a seasonal fluctuation according to the number of working days in the month, and a year fluctuation in December related to the closing of the customers’ annual budgets. Regarding costs, there is a peak in costs on the first day of every half-year term related to pension and insurance periodic rents and costs. Market-related risks (interest rates, exchange rates, shares and credits) Exchange risks SQLI operates mainly in France and has subsidiaries in Switzerland and in Morocco. The group bears an exchange rate risk in connection with the activities in Switzerland, Luxembourg, Morocco and Canada i.e. a 12.3 M € in 2007 for consolidated accounts of 115.4 M € (10,6% of the total turnover). However, the exchange rate risk is very limited as all costs (mainly salaries) and revenues are carried out in euros. The Group therefore benefits from an inferred coverage of exchange rate fluctuations.

In currency units at 31/12/2007 CAD USD SGD CHF MAD Assets 1 171 5 43 2 659 108 Liabilities 1 046 346 30 603 99 Net position before management 125 -341 12 2 057 9

Off-balance-sheet positions 0 0 0 0 0

Net position after management 125 -341 12 2 057 9

In thousands of euros converted to the closure rate at 31/12/2007 CAD USD SGD CHF MAD 31/12/07 Assets 1 692 7 90 4 400 1 225 7 414 Liabilities 1 511 509 64 997 1 127 4 208 Net position before 181 -502 26 3 403 98 3 206

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management Off-balance-sheet positions 0 0 0 0 0 0

Net position after management 181 -502 26 3 403 98 3 206 Interest rates risks

In 2005 ands 2007, the company contracted a rate hedge to be protected from floating rates fluctuations during the repayment of the 4, 5 M € and 17.2 M € loans. This rate risk is thus hedged by this instrument, described in the consolidated accounts appendices. The table below describes SQLI Group exposure at 31 December 2007.

at 31/12/2007 JJ à 1 year **** 1 year et 5 years Beyond Financial liabilities** -4 106 -12 268 Financial assets* 8 701 489 Net position before management 4 595 -12 268 489 Off-balance-sheet*** 4 690 15 010 Net position after management 9 285 2 742 489

* Bonds, Treasury Bills, other negotiable debt securities, loans and advances, various assets, etc.. ** Deposits, negotiable debt securities, debenture loans, other loans and debts, various liabilities, etc.. *** Payable securities, rate future contracts (FRA, interest rate exchange contracts, other off-balance-sheet commitments, including the conditional positions (Options, cap, floor, dollars, future commitments, renegotiations). Each off-balance-sheet operation consists in a buying or selling position and helps to alter the debt schedule and/or the interest rate nature. *** Nominal value of the rate swaps subscribed as floating rate loan hedge. **** Floating rate assets and liabilities included. As explained above, the company is covered from any fluctuation risk of interest rates for all floating rate loans which have been subscribed. On the basis of the level of bank loans outstanding at 1st January 2008, a 1 point increase in interest rates would lead to a null variation (in full year) of bank loans related to financial costs.

Business- related risks Customer risks While expanding its activity, SQLI tries carefully to keep both diversified customers (1628 active customers) and diversified business fields related to the company, in order to limit the concentration risk on a restricted number of customers. In 2007, the importance of main SQLI customers was as follows:

The first customer (Airbus) accounted for 4.5% of the consolidated turnover ;

The first 5 customers accounted for 19.5% of the consolidated turnover;

The first 10 customers accounted for 31.5% of the consolidated turnover.

The company resorts to a factoring company (credit insurance, reflection, conflicts) on the main part of its business in France. Furthermore, since the group works only for major accounts, the insolvency risk is limited.

Finally, the credit management and collection procedures that have been set allow the company to control the customer risk (advance check of the prospects solvency, monitoring outstanding invoices, follow-up on customer

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payment periods, customer reminders and legal proceedings). The risks related to the execution of package projects will be presented at paragraph 4.4 below

Suppliers risks

The first supplier accounts for 10.1% in SQLI purchases. The first 5 suppliers account for 27.8% in SQLI purchases. The first 10 suppliers account for 37.4% in SQLI purchases

The share made by the group with its subcontractor’s accounts for 6.2% of the turnover. Competition risks SQLI Group reckons that the competition in the sector will intensify as the current players have become consolidated, as new Foreign Service providers have entered the market and as customer quality requirements are increasing. But competition still remains sharp. SQLI intends to strengthen its competitive positions by industrialising its trade approach: with CMM-I, the solution approach and the offshore sector, SQLI has gained some real competitive advantages. SQLI also benefits from an increasingly strong position on the specialized market, thanks to its strong organic growth and its recent acquisitions. Key persons risks The direction thinks that the risk of having key persons leaving is weak because SQLI Group is organised into profit centres governed by a manager, who freely runs the centre. These responsibility and freedom for operations mean that managers are heavily involved in the running of the company, creating synergies between various profit centres (commercial synergies and skills….). This organisation favours long term managerial commitment and a network organisation, by relying on other members of the group to reinforce the notion of true team. The group management checks that managers pay attention to detecting talented employees and to their career progress, so as to have potential managers available. To reinforce this cohesion, managers are involved in the capital of SQLI group. Effectively, the management team and key staff members benefit from important benefits and incentives scheme (BSPCE or stock-options). Technology risks SQLI Group operates in an environment where technology change is particularly fast moving. Ever since its creation, the group has focused on helping its customers to take benefit from this technology. SQLI group has always been a precursor when it comes to adaptation and integration of new technologies. The move from the client/server model to the Internet in 1995 and the positioning of the Group on the Open Source model in 2000 are two good illustrations of the ability of SQLI group to use the technology changes. Although SQLI group cannot guarantee that it will always be able to quickly identify and build up knowledge for every change in technology, this ability is part of the company culture and constitutes one of its strong points. Risks related to the external growth policy SQLI carried out three external growth operations in 2005 (LNET, ASTON and SYSDEO), two in 2006 (PROCEA and INLOG) and three in 2007 (CLEAR VALUE, ALCYONIX, INCONEWEB). This external growth strategy established by the group involves some risks. Even if these risks are hardly measurable, SQLI thinks that the risk of goodwill depreciation will exist (amounting to 16M € at the end of 2006) if the profitability does not reach the expected amount.

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Integration difficulties: It is considered as the major risk by the company’s managers all the more since the group tends to favour a strong degree of integration of acquired companies, in order to boost the development of commercial, technical and administrative synergies. For each future acquisition the company’s management carefully assesses the risk factors of an integration failure in order to complete the operations without guaranteeing the success of the integration. Today, the managers believe there are no specific failures regarding the integration of the recent acquisitions.

Key men leaving: When the acquired companies’ managers or shareholders are considered as essential in the cooperation success, there are asked by SQLI to commit themselves to remaining in the group for at least two to three years after the acquisition. However, this commitment is not considered as essential when the only goal of these managers is to reach the price supplement objective. If SQLI is covered by the commitments subscribed, the company does not have any legal resort to secure the employees’ services. The risk can be important (in theory, SQLI could lose up to 100% of the staff and thus of the purchased companies). Until today the company hasn’t registered any difference between the manpower rotation of the purchased companies and that of SQLI. Partners leaving: Since SQLI is a services firm, its partners represent its real potential manpower. The integration of new partners in the group is thus carefully followed, and the harmonisation of working conditions is generally favourably considered. The change of working places can also create difficulties. However as most partners work in the customer offices, the headquarters move does not modify their main workplace. The announcement of the companies merger can also lead to a questioning period for some partners, and lead to a departure from the group because of the current market situation. Customer loss: SQLI group, the acquired companies and the targeted companies mostly work for major accounts. For a few years these customers have carried out an active referencing policy aiming to reduce the number of service providers. These acquisitions have thus been positively considered both by the customers of SQLI and by those of recently acquired companies, as they take part in the sector consolidation wanted by the major accounts. Today, SQLI does not register any loss of major customers related to recent acquisitions. Emergence or detection of conflicts: Even if the group carries out judicial, tax, accounting and operating due diligences on external growth transactions in order to finalize definitive agreements, an uncertainty still remains about the existence of conflicts that would not have been mentioned or translated in the accounts. The agreements relating to the acquisitions provide consequently the conventional assets and liabilities guarantees as well as the mode of paying them if they are invoked. The managers consider there is no existing conflict involving one or more of the companies purchased during 2005, 2006, except for a exceeding project of PROCEA for which the transferors have given SQLI 200K€ in compensation for the guarantee.

Difference on expected results and price supplements (Earn out) : A clause allowing the payment of a price supplement if the objective expected have been met is usually inserted in the protocols of agreement related to firm acquisitions. Price supplements related to the objectives of turnover and margin have been decided in agreement with the transferors for the acquisitions made in 2007: IconeWeb, Urbanys, Amphaz, Clear Value, Alcyonix and Eozen. . According to the managers, there is no existing substantial difference on the results likely to have an effect on the price supplement which will be paid for IconeWeb, Urbanys, Amphaz, Clear Value, Alcyonix and Eozen. Legal risks The SQLI Group is not subject to any particular regulatory body. More than half of the company’s business is carried out through fixed price contracts with outcome obligation (45% of the proforma consolidated revenues). Even if the group has contract management experience for this type of contract and rarely suffers excesses, the outcome obligation resulting from these commitments can involve significant risks. To limit the range of these commitments, the company, for the majority of contracts, ensures that it:

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obtains a contractual penalty ceiling for late payment commits to carrying out its deliveries in conformance with the detailed specifications established by its

needs on the basis of the reference terms prepared by customers limits its responsibility in the amount of the contract or the ceiling covered by its third party insurance

SQLI SL is not integrated in the consolidated accounts of the SQLI group as its non significant nature does not imply any contractual obligation or any particular risk for the group. There is no existing government, legal or arbitrary measure, including every procedure known by the company, which is on hold or threatening the company, and which is likely to have or to have had an effect on the financial situation and the profitability of the company or the group during last 13 months.

Environmental risks

SQLI did not acknowledge any specific risk related to its activity in the industrial or environment fields, especially regarding the natural resources consumption (water, energy), the rejections in the water, the air or the soil… Consequently, no funds or guarantee against environment risks have been created. Given the nature of the group activity, no specific impact on the company’s close environment, whether good or bad, has been witnessed. In particular, the company business does not have any significant influence on the local economic development.

Current conflicts

SQLI Morocco was submitted to a tax inspection from the Moroccan tax authorities related to years 2002 to 2006. On 5 March 2008, the company has thus been notified with a few tax adjustment grounds for a total of 319 K€, related to the formal aspects of some deducting charges. The company opposed these adjustments considering them irrelevant. Without prejudice to the conclusions of the appeal brought, the company thinks that the settlement of this procedure won’t have any major impact on its results and its financial situation. No provision was then registered on this ground.

Insurance risks The SQLI Group has adequate professional risk cover and is not currently implicated in any conflict related to activities not covered by its insurance policies. Risks relating to losses due to contact termination or late payment penalties not covered by third party insurance are covered by provisions for risks and costs in the company's accounts. The SQLI Group has a third party insurance policy with AXA company which covers any damages caused by third parties to its activities up to a maximum amount: - per accident of 7,500,000€ - per accident and year of insurance of 10,000,000€ The third party liability of the company’s representatives relating to the exercising of their mandate is covered by an insurance policy with AXA. The guarantee amounts to 10,000,000. The business loss risk is a major risk for which the company is not covered and whose management is ensured by the company itself. Key man insurances for the Chairman of the Executive Board amounting to 1,100,000€ and 3,057,000€ have been subscribed in favour of the company. If levied, the money would be allocated to the anticipated reimbursement of the bank loans.

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Table of main insurance policies in 2007

Type of risk Compagny Annual cost Extent of coverage Professional multi-risk AXA 32 K € Fire, explosion, theft, additional

cost

Professional Third Party liability

AXA 0,106% of the Turnover

Operating legal liability ceiling of 7500K€ per accident Legal liability for product with ceiling of 10,000K€ per accident and per insurance year

Corporate officers and manager’s responsibilities

AXA 25 K € Fault of oversight on behalf of managers, guarantee of 10,000K€ per accident

Car fleet AXA 140 K € All Professional travelling risks

The total amount of insurance premiums paid in 2007 amounts to 207 K€. Dependence towards patents and licences SQLI does not have any dependence on patents or licences essential for its activity. The Group’s main brands (SQLI, TEchmetrix, Interligo) are protected in Europe and in the United States. All the brands belong to SQLI. There is no element owned by the company’s managers or their families. All legal forms of protection of the trademarks, domain names and the copyright have been carried out to the benefit of SQLI or its subsidiaries. SQLI and its subsidiaries benefit from the copyright protection, enforced by the law of 3 July 1985, on all their software solutions and training aids. Major works have been deposited with a bailiff or with specialized depositories.

f) Use of financial instruments by the company As far as the rate risk is concerned, the main exposure of the company consists in the two loans of 4.5 and 17.2 M€ subscribed at a variable rate. In 2005 ands 2007, the company contracted a rate hedge to be protected from floating rates fluctuations during the repayment of these loans. This rate risk is thus hedged by this instrument, described in the consolidated accounts appendices. The table below describes SQLI Group exposure at 31 December 2007.

at 31/12/2007 JJ à 1 year **** 1 year et 5 years Beyond Financial liabilities** -4 106 -12 268 Financial assets* 8 701 489 Net position before management 4 595 -12 268 489

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Off-balance-sheet*** 4 690 15 010 Net position after management 9 285 2 742 489

* Bonds, Treasury Bills, other negotiable debt securities, loans and advances, various assets, etc.. ** Deposits, negotiable debt securities, debenture loans, other loans and debts, various liabilities, etc.. *** Payable securities, rate future contracts (FRA, interest rate exchange contracts, other off-balance-sheet commitments, including the conditional positions (Options, cap, floor, dollars, future commitments, renegotiations). Each off-balance-sheet operation consists in a buying or selling position and helps to alter the debt schedule and/or the interest rate nature. *** Nominal value of the rate swaps subscribed as floating rate loan hedge. **** Floating rate assets and liabilities included. As explained above, the company is covered from any fluctuation risk of interest rates for all floating rate loans which have been subscribed. On the basis of the level of bank loans outstanding at 1st January 2008, a 1 point increase in interest rates would lead to a null variation (in full year) of bank loans related to financial costs.

g) Changes made in the company’s capital At the beginning of the year, the share capital amounted to 1.409.490,20 euros divided in 28.189.804 shares of 0,05 euros each.

- After the exercise of 37.699 stock options granted to the employees, 37.699 new shares of 0.05 euro each have been subscribed between the 30 December 2006 and the 31 March 2007, which led to Executive Board to register a capital increase of 1.884,95 euros during the General meeting of 24 April 2007. It also registered that the stock options holders subscribed to the capital increase which came in complement of the one of December 2003, according to a decision of 19 November 2003. In consequence, the Executive Board registered a subscription of 13.957 new shares with a nominal value of 0.05 euros, at the price of 0.80 euros per share, corresponding to the capital increase of 697,85 euros, and the complementary capital increase off October 2005. It then registered the subscription of 13.965 new shares with a nominal value of 0.05 euros for the price of 2.25 euros per share corresponding to the capital increase of 698,25 euros. The capital grew from 1.409.490,20 euros divided in 28.189.804 to 1.412.771,25 euros divided in 28.255.425 shares of the same category.

- After the acquisition of CLEAR VALUE, the Executive Board decided, on 25 April 2007, to make a capital increase of 86.897,20 by the creation of 1.737.944 new shares divided in 955.221 ABSA A, 161.412 ABSA B, and 621.311 shares of 0.05 euros each, all of them totally free and granted to the former shareholders of Clearvalue in remuneration of their contribution. The capital amounted then to 1.499.668,45 euros.

- After the exercise of 122.532 stock options granted to the employees, 122.532 new shares of 0.05 euro each have been subscribed between the 1st April and the 29 June 2007, which led to Executive Board to register a capital increase of 1.884,95 euros during the General meeting of 29 June 2007. The Executive Board also registered the subscription of 7.711 shares by exercise of stock options granted by the Governing Board on 27 July 2001 (after authorisation given by the General meetings of 21 March 2000 and 6 July 2000), for the price of 2.1678 per share, representing a capital increase of 385.55 euros. The exercise price and the number of stock options available had been adjusted by the Executive Board after the capital increases of December 2003 and October 2005, in order to protect the rights of the beneficiaries. It also registered that the stock options holders subscribed to the capital increase which came in complement of the one of December 2003, according to a decision of 19 November 2003. In consequence, the Executive Board registered a subscription of 9.466 new shares with a nominal value of 0.05 euros, at the price of 0.80 euros per share, corresponding to the capital increase of 473,30 euros, and the complementary capital increase of October 2005. It then registered the subscription of 15.333 new shares with a nominal value of 0.05 euros for the price of 2.25 euros per share corresponding to the capital increase of 766.65 euros. The capital grew from 1.499.668,45 euros divided in 29.993.369 to 1.507.420,55euros divided in 30.148.411 shares of the same category.

- In compliance with the contribution agreement signed on 17 October 2006 between SQLI and INLOG company which planned a variable price supplement according to the amount of licences sales made between the 1st July 2006 and the 30 June 2007, the Executive Board decided on 28 September 2007 to increase the capital by 1.980,35 euros with the creation of 39.607 new shares of 0.05 euros each, all of them totally free and granted to INLOG as a contribution supplement. The capital amounts then to 1.509.400,90 euros.

upe SQLI - 174 -

- After the exercise of 153.084 stock options granted to the employees, 153.084 new shares of 0.05 euro each have

been subscribed between the 30 June and the 30 September 2007, which led the Executive Board to register a capital increase of 7.654,20 euros during the General meeting of 1st October 2007. The Executive Board also registered the subscription of 6.610 shares by exercise of stock options granted by the Governing Board on 27 July 2001 (after authorisation given by the General meetings of 21 March 2000 and 6 July 2000), for the price of 2.1678 per share, representing a capital increase of 330,50 euros. The exercise price and the number of stock options available had been adjusted by the Executive Board after the capital increases of December 2003 and October 2005, in order to protect the rights of the beneficiaries. It also registered that the stock options holders subscribed to the capital increase which came in complement of the one of December 2003, according to a decision of 19 November 2003. In consequence, the Executive Board registered a subscription of 4.933 new shares with a nominal value of 0.05 euros, at the price of 0.80 euros per share, corresponding to the capital increase of 246,65 euros, and the complementary capital increase of October 2005. It then registered the subscription of 12.600 new shares with a nominal value of 0.05 euros for the price of 2.25 euros per share corresponding to the capital increase of 630 euros. The capital grew from 1.509.400,90 euros divided in 30.188.018 to 1.518.262,25 euros divided in 30.365.245 shares of the same category.

- The Executive Board registered on 10 December 2007, the subscription of 130.139 new shares of 0.05 euros each for a price of 2.22 euros by the members of the savings plan of the group.It generated a capital increase of 6.506,95 euros, which increased the capital from 1.518.262,25 euros to 1.524.769,20 divided in 30.495.384 shares. - After the exercice of 161.670 stock options granted to the employees, 161.670 new shares of 0.05 euro each have been subscribed between the 1st October and the 31 December 2007, which led the Executive Board to register a capital increase of 8.083,50 euros during the General meeting of 31 December 2007. The Executive Board also registered the subscription of 1.101 shares by exercise of stock options granted by the Governing Board on 27 July 2001 (after authorisation given by the General meetings of 21 March 2000 and 6 July 2000), for the price of 2.1678 per share, representing a capital increase of 55,05 euros. The exercice price and the number of stock options available had been adjusted by the Executive Board after the capital increases of December 2003 and October 2005, in order to protect the rights of the beneficiaries. It also registered that the stock options holders subscribed to the capital increase which came in complement of the one of December 2003, according to a decision of 19 November 2003. In consequence, the Executive Board registered a subscription of 8.503 new shares with a nominal value of 0.05 euros, at the price of 0.80 euros per share, corresponding to the capital increase of 425,15 euros, and the complementary capital increase of October 2005. It then registered the subscription of 7.933 new shares with a nominal value of 0.05 euros for the price of 2.25 euros per share corresponding to the capital increase of 396,65 euros. The capital grew from 1.524.769,20euros divided in 30.495.384 shares to 1.533.729,55 euros divided in 30.674.591 shares of the same category. The share capital amouted to 1.533.729,55 € divided in 30.674.591 shares of 0,05euros each at the end of 2007.

h) Major events after the accounts closing date Between the year closing date and the date of the present report, the following events happened: - A joint venture named GEIE Xype-SQLI, has been created in March 2008 with the English company Xype. Equally controlled by each of the two companies and based in France, this joint venture is aimed at uniting the two companies advances expertises in order to offer to their customers and in particular the group EADS, a complete and top-quality offer. Xype is specialised in consulting, professional training around CAO tools CAO (SolidWorks, 3DVIA, Catia v5...), PDM (Product Documentation Management) and PLM (Product Lifecycle Management) such as Windchill. The joint-venture will rely on strong commercial and geographic complementary specificities, as well as good business synergies. Xype will cover the UK and Germany while SQLI will cover France, Spain and Morocco (for the offshore offer).

upe SQLI - 175 -

- The liquidation of TECHMETRIX INC has been decided

i) Future expectations for the company development Having a proforma business volume of 145M€ at 1st January 2008 and a good start since the beginning of 2008, SQLI can confirm that the initial expectations of 150M€ of revenues (with 20% abroad) will be surpassed. SQLI want to carry on its operating optimisation program with the progressive implementation of CMMI level 5 in all its agencies, and with the quick development of offshore business. After a progression of more than 50% of its staff in Morocco in 2007, SQLI plants to carry on with this rhythm and surpass the number of 200 partners at the end of 2008. In 2008, the group will keep on relying on the leverage buy out created by the industrialisation process, to improve its margins. SQLI will also benefit from the full integration of the recently purchased consulting companies , which have operating margin rates equal to or higher than 10%. SQLI expects a current operating result of 15M€ in 2008. The group is already preparing the next development plan, but is ready to catch good opportunities which could generate added value.

j) Research and Development activity SQLI plans to carry on its R&D activity. More than 1500 days of development have been dedicated to the following subjects : -Ideoproject -Ideofactory -Ideoreport -IdeoCMR -People CMM -Prescription Serveur Poly-modal The company registered a R&D tax credit of 381K€. A provision has been endowed with this asset whose consistency has not yet been totally acquired.

II – SUBSIDIARIES AND HOLDINGS

a) Significative holdings and purchases of companies located in France.

During 2007, the company took control over companies CLEAR VALUE, ICONEWEB MULTIMEDIA, and URBANYS. The company also took control over the following companies, whose headquarters are not in France but which have a French subsidiary: ALCYONIX (Canada), EOZEN (Luxembourg) and EOZEN BELGIUM (Belgium).

b) Subsidiaries

At 31 December 2007, SQLI holdings were as follows:

upe SQLI - 176 -

31/12/2007

Name Headquarters % of control

% of interest

SQLI SA La Plaine Saint-Denis (93) Consolidating company

SUDISIM SAS Montpellier (34) 100 % 100 % SQLI SUISSE SA Lausanne (Switzerland) 100 % 100 % TECHMETRIX INC Cambridge (USA) 100 % 100 % ABCIAL SAS La Plaine Saint Denis (93) 100 % 100 % SQLI MAROC SA Rabat (Morocco) 100 % 100 % LNET MULTIMEDIA SARL La Plaine Saint Denis (93) 100 % 100 %

LNET MAROC SARL Casablanca (Morocco) Merged with SQLI Morocco

IROKO.NET SARL La Plaine Saint Denis (93) ASTON SA La Plaine Saint Denis (93) SYSDEO SA La Plaine Saint Denis (93) PROCEA SA Lyon (69)

Merger with SQLI

CLEAR VALUE SAS La Plaine Saint Denis (93) 100 % 100 % CLEAR VALUE INTERNATIONAL SA Luxembourg 100 % 100 %

CLEAR VALUE FRANCE SAS La Plaine Saint Denis (93) 100 % 100 %

APPIA CONSULTING SAS La Plaine Saint Denis (93) 100 % 100 %

ALCYONIX INC. Canada 100 % 100 % ALCYONIX FRANCE SARL Toulouse 100 % 100 %

ICONEWEB MULTIMEDIA SAS La Plaine Saint Denis (93) 100 % 100 %

ICONEWEB MULTIMEDIA MAROC SARL

Casablanca (Morocco) 100 % 100 %

URBANYS SA La Plaine Saint Denis (92) 100 % 100 % EASYLINK SARL Paris (75) 100 % 100 % EOZEN BELGIUM SA Diegem (Belgium) 51 % 51 % EOZEN SA Strassen (Luxembourg) 51 % 51% EOZEN FRANCE SAS Paris (75) 51 % 51 % EOZEN SINGAPORE Singapore 51 % 51 %

upe SQLI - 177 -

Since the 31 December 2007 the following operations were done: -Liquidation of the subsidiary Techmetrix in the USA ; -Creation of GEIE Xype SQLI with the English partner Xype in order to serve better the group EADS.

III - REPORT ON THE GROUP MANAGEMENT The observations made before about SQLI activity, about the major events after closing date, about the development expectations, and the R&D activity are valid for all the group, since the companies have similar activities. The following elements are to complete Chapter I on the presentation of the activity during last year.

a) Presentation of the group activity per sector of activity SQLI presents its accounts according to a geographical division. The turnover growth amounted to 26% in France and to 28% abroad. The operating margin rate is relatively similar for the two areas (7.6% for France and 5.2% for abroad)/ The net margin reached 4.6% in France and 4.3% abroad. b) Results of the group per sector of activity The area « abroad » contributed for 12 320 thousands of euros that is 10,67% of the total to the consolidated turnover, and for 531 thousands of euros that is 10.01 of the total to the consolidated net result. The table below shows the contribution of each of the companies to the group turnover and consolidated results (intra-group operations non included).

2007 2006

Revenues Current operating result Net result Revenues Current operating

result Net result

SQLI (1) 95 596 7 186 4 658 80 901 4 913 5 856CLEAR VALUE

5 102 1 298 819

ICONEWEB 884 -566 -416 ALCYONIX 692 68 45 LNET 540 -327 -360 621 68 52URBANYS 230 33 26

103 044 7 692 4 772 81 522 4 981 5 908SQLI Suisse 10 163 593 593 9 088 416 407CLEAR VALUE Luxembourg

873 45 41

SQLI Maroc (2) 828 -96 -204 538 259 189ALCYONIX Canada

454 107 75

Divers -13 26 -7 -5212 318 636 531 9 626 668 544

115 362 8 328 5 303 91 148 5 649 6 452

(1) SQLI aggregates in 2007 include those of ASTON, SYSDEO and PROCEA before their universal transfer of assets, and those of ABCIAL and SUDISIM which concluded a leasing contract with SQLI. In order to be more homogeneous, 2006 results have been modified in the same way. (2) SQLI Morocco in 2007 include those of LNET Morocco and SQLI Morocco. In order to be more homogeneous, 2006 results have been modified in the same way. The observations made in I on the progress made and the problems faced, the objective analysis of the business evolution and the financial situation, the description of main risks, the use of financial instruments by the company, the major events registered after the accounts closing date and the date of the report, the future expectations for the group development of SQLI are similar on a consolidated point of view.

upe SQLI - 178 -

IV – RESULTS - AFFECTATION

a) Review of annual acounts (balance sheet and result account) of SQLI

The following table presents the main figures of the company accounts.

31 December 2007

in €

31 December 2006

in €

Turnover 94.409.652 74.511.249 Operating result 6.861.604 4.828.538 Curent result before taxes 5.504.522 4.599.530 Net result 5.923.694 4.628.096 Capital 1.533.730 1.409.490 Own equity 38.206.482 26.655.229 Debts 69.065.398 37.218.228 Net tangible assets 46.796.612 18.376.358 Total of Balance sheet 107.947.261 64.429.543 Dividends 0 0

Presentation and analysis of the balance sheet :

Assets

At 31 December 2007,the company net assets amounted to 46.796.612 euros for 18.376.358 the previous year, which represents an increase of 255,66 %, due to the effect of the acquisitions on the assets items and the universal transfers. The current assets amounted to 61.141.473 Euros against 46.046.277 euros at 31 December 2006, which represents an increase of 32,78%, mainly due to the increase of the “customers” item and the “other claims” item. These increases are related to the external organic growth.

Liabilities

At 31 December 2007, the own equity amounted to 38.206.482 euros for 26.655.229 at 31 December 2006. The variation is due to the capital increase operations (contributions and subscriptions) and to the year result. The provisions for risks and costs amount to 228.393 euros against 75.143 at 31 December 2006. The debts amount to 69.065.398 euros for 37.218.228 euros at 31 December 2006, which represents an increase of 85,57 %. The increases come from the loans subscribed to finance the acquisitions, from the increase of the operating liabilities due to the external organic growth and from the increase of the “other debts” item in which are registered the price supplements to be paid for the external growth operations, and the balance outstanding on Eozen acquisition for 3.8 millions of euros. These price supplements amounting to 5.6 millions of euros are presented in the appendix of consolidated accounts.

Presentation and analysis of earnings:

During the financial year ended 31 December 2007, the turnover amounted 94.409.652 euros compared with 74.511.249 euros for the previous year, i.e. an increase of 26,70 %. The total operating income amounted to 97.686.365 euros compared with 78.600.170 euros for last year.

The operating charges amounted to 90.824.761 euros compared with 73.771.631 euros for the previous year.

upe SQLI - 179 -

Operating income for 2007 is a profit of 6.861.604 euros compared with a profit of 4.828.538 euros last year. Staff expenses and wages amounted to 44.755.152 euros compared with 36.927.650 euros for the previous financial year, i.e. an increase of 36.927.650 euros. The social costs amounted to 21.006.779 euros compared with 17.346.314 euros for the previous year, i.e. a variation of 21,10 %. The medium number of employees amounts to 1.156 compared with 797 for the previous financial year, i.e. an increase of 45% which includes the effect of the staff integration of SYSDEO and Procea . The financial result registered a loss of 1.357.083 euros compared with 229.008 euros for the previous year. The current result before taxes registered a profit of 5.504.522 euros compared with 4.599.530 euros for the previous year. Après taking into account : The extraordinary profit of 275.867 euros compared with an extraordinary loss of 98.303 Euros for the previous year, The corporate tax of 143.305 euros compared with 126.869 euros for the previous year, The financial year ended 31 December 2007 resulted in a net profit of 5.923.694 euros compared with a profit of 4.628.096 euros for the previous year. b) Suggestion of allocation of SQLI result We suggest the approval of the annual accounts (balance sheet, result accounts and appendix) as they have been exposed, with a profit of 5.923.694 euros that we suggest to allocate as follows: -Allocation of 12.424 euros to the legal reserve, which amounts afterwards to 153.373 euros. -Allocation of 5.911.270 euros to the account reserve wich amounts afterwards to 11.373.028 euros. The company did not grant any dividend during the last three years. c) Review of the group consolidated accounts (balance sheet and result account) At 31 December 2007, the group consolidation perimeter included SQLI and all the companies exposed part II b) of the present report. The following table presents the main figures of the company accounts.

31 December 2007 in thousands of €

31 December 2006 in thousands of €

Turnover 115.362 91.148 Current operating result 8.328 5.649 Operating result 8.551 5.649 Net result 5.303 6.452 Capital 1.534 1.409 Own equity (group income) 43.970 33.049 Debts 76.046 42.741 Non current assets 45.846 22.804

upe SQLI - 180 -

Total balance sheet 121.894 75.790

Review of result and consolidated accounts Assets

At 31 December 2007, the non current assets amounted to 45.846 thousands of euros compared with 22.804 the previous year, which represents an increase of 23.042 thousands of euros mainly due to increase of the “goodwill” item (22.260 thousands of euros). The goodwill is analysed in the consolidated accounts appendix. The current assets amounted to 76.048 thousands of Euros compared with 52.986 thousands of euros at 31 December 2006, which represents an increase of 23.042 thousands of euros, mainly due to: - the increase of the “customers” item by 12.700 thousands of euros due to the effects of the external organic growth - the increase of the “other claims” item by 10.765 thousands of euros due to the factoring reserves, -the variation of other items (tax outstanding assets and cash flow) is weak (403 thousands of euros)

Liabilities At 31 December 2007, the own equity (part of the group) amounted to 43.970 thousands of euros compared with 33.049 thousands of euros at 31 December 2006. The variation is due to operations on capital and premiums (subscription and contribution) amounting to 5.707 thousands of euros, and to the year result amounting to 5.303 thousands of euros. The non current liabilities amounted to 13.462 thousands of euros compared with 5.045 thousands of euros for the previous year, mainly due to the increase of credits contracted to finance the external growth operations. The current liabilities increased by 24.888 thousands of euros, reaching 62.584 thousands of euros compared with 37.696 for the previous year. The main variations are related to the other debts for 18.312 thousands of euros (of which 9.527 due to price supplements and the balance outstanding on Eozen, to 8.587 thousands of euros for the operating debts towards the State, the staff and social institutes), to the short-term financial debts amounting to 2.264 thousands of euros and to the suppliers debts amounting to 3.452 thousands of euros.

Presentation and analysis of the result During the financial year ended 31 December 2007, the turnover amounted to 115.362 thousands of euros compared with 91.148 thousands of euros for the previous year, i.e. an increase of 26,5%, with 16% of organic growth. 2007 current operating result registered a profit of 8.328 thousands of euros compared with a profit of 5.649 thousands of euros for the previous year. 2007 operating result registered a profit of 8.551 thousands of euros compared with a profit of 5.931 thousands of euros for the previous year. Staff expenses amounted to 83.708 thousands of euros compared with 66.943 thousands of euros for the previous financial year, i.e. an increase of 25%. The medium number of employees amounted to 1.419 compared with 1.134 for the previous financial year, i.e. an increase of 25%. The financial debt registered a loss of 458 thousands of euros compared with a loss of 135 thousands of euros for the previous year. After taking into account:

upe SQLI - 181 -

The other financial income and expenditure of 122 thousands of euros compared with 81 thousands of euros for the previous year,

The corporate tax charge of 2.668 euros compared with a tax credit of 1.019 thousands of euros for the previous year, The financial year ended 31 December 2007 resulted in a share in group net income of 5.303 thousands of euros compared with a profit of 6.452 thousands of euros for the previous year. d) Suggestion of approval of SQLI result We suggest the approval of the consolidated accounts (balance sheet, result accounts and appendix) as they have been exposed, with a profit of 5.303 thousands of euros. e) Tableau des résultats des cinq derniers exercice An appendix to the present report includes a chart presenting the company results during the last five years, in compliance with Article R.225-102 of the French Commercial Code. f) Tableau des délégations en cours et de leur utilisation In compliance with Article L.225-100 of the French Commercial Code, an appendix to the present report includes a chart presenting the current delegations granted by the General Meeting to the Executive Board for capital increases, showing the use of these delegations during 2007.

V – CONVENTIONS EXPOSED IN ARTICLE L 225-86 OF THE COMMERCIAL CODE In Compliance with the Commercial Code, you will be asked to approve, after review of the statutory auditors special report, the conventions exposed in Article L 225-86 of the Commercial Code concluded during year 2007 after authorisation of the Supervisory Board. The auditors’ report also presents the main characteristics of the conventions signed during the previous years whose execution was still in progress during 2007. VI – SUMPTUARY EXPENSES In compliance with Article 223 four of the French General tac code, we confirm that no expense and charge exposed in Article 39-4 of the code has been registered by the company during year 2007, except for a surplus depreciation of 103.298 euros. The corporate tax related to this surplus depreciation amounted to 0 euro thanks to the deficit reports which benefited to the company.

upe SQLI - 182 -

VII – ADMINISTRATION AND CONTROL OF THE COMPANY At the date of the present report, the Supervisory Board is composed as follows :

Mandate Incumbent Beginning of the mandate End of the mandate

Chairman Jean Rouveyrol 26 June 2002 Meeting ruling on accounts of financial year ended 31 December 2007

Deputy chairman Roland Fitoussi Ditto Ditto

Member FD5 represented by Monsieur de Beublain

Ditto Ditto

Member Dominique Chambas Ditto Ditto Member Bernard Jacon 10 June 2004 Meeting ruling on

accounts of financial year ended 31 December 2009

Member Marc Bucaille Ditto Ditto Member Patrick Lacarrière 16 June 2006 Meeting ruling on

accounts of financial year ended 31 December 2011

During 26 June 2002 meeting, the Supervisory Board appointed the following persons as members of SQLI Executive Board:

Mandate Incumbent Beginning of the mandate End of the mandate

Président Yahya El Mir 26 juin 2002 26 juin 2008 Membre Bruno Leyssene Idem Idem Membre Nicolas Rebours Idem Idem

The list of the mandates and functions held in each of the group companies during 2007 is exposed in chapter VIII of the present report. The Supervisory Board met four times in 2007. Le Conseil de surveillance s’est réuni quatre fois en 2007. The Executive Board met regularly. Its main decisions and deliberations are reported in minutes.

upe SQLI - 183 -

VIII – INFORMATIONS RELATED TO MANDATES AND FUNCTIONS HELD IN EACH OF THE GROUP COMPANIES BY THE EXECUTIVE OFFICERS You can find hereafter the list of mandates and functions held in the company by each of SQLI executive officers during year 2007. Members of the Supervisory Board:

Name of the Executive officer

Mandate or functions Company in which the mandate of function is

exercised Company headquarters

Chairman of the Supervisory Board SQLI

268, avenue du Président Wilson

93210 La Plaine Saint-Denis Jean

Rouveyrol Work contract (special assistant on sustainable

development) SQLI Idem

Vice president of the Supervisory board SQLI

268, avenue du Président Wilson

93210 La Plaine Saint-Denis

Chairman of the Supervisory Board Solving International

144, avenue des Champs-Elysées

75008 Paris

President Solving International North America

575 Madison avenue, New York , NY 10022

Manager Immobilière Fenelon 76 av de Iena 75016 Paris

Manager Sté civile Albine 49 Idem Manager HIP Fenelon Idem

Executive director Bohlin & Strömberg

Eriksgatan 113 Box 6732

11 385 Stockholm SWEDEN

Executive director Solving Iberica Avenida Diagonal,

482 08 006 Barcelona

Roland Fitoussi

Executive director Solving Spa

Permanent representative of FD5 in the supervisory

board SQLI

268, avenue du Président Wilson

93210 La Plaine Saint-Denis

Executive officer Aurel Nextstage 25 rue Murillo 75008 Paris

Executive director Zoomarket RCS Lyon 432 779 635 Executive officer

(resignation during the year) FDL Participations Idem

Executive officer Legris Industries 74 rue de Paris 35000 Rennes

Hervé de Beublain

Chairman of the Executive FD 5 25 rue Murillo

upe SQLI - 184 -

board 75008 Paris Représentant permanent de FD5 (resignation during the

year) FDA Finance Idem

Permanent Representative of FD5 (resignation during the

year) FDI Investissements Idem

Chairman FDV Idem Chairman FDC Holding Idem

Permanent representative of FD5 (resignation

during the year) Newsweb

34 bis avenue Bernard Palissy 92 210

Saint Cloud

Co-manager SCI White Cosmo

25 rue Murillo 75008 Paris

Co-manager SCI Half White 25 rue Murillo 75008 Paris

Associate SCI Loussia

5 allée Maintenon 75 006 Paris

Member of the Supervisory Board

SEV

37 Rue

d’Amsterdam 75 008 Paris

Chairman of the Governing Board

CRP

Rue Gaston Berger 13 010 Marseille

Member of the strategy committee FREGATE 74 Rue de Paris

35 000 Rennes

Executive director Yatoo Partoo 18, rue Raymond Lefevre 94200 Ivry sur Seine

Manager SCI Olympe 22 rue Felix Bourquelot 77160 Provins

Manager Synergie Consulting 19, rue Auguste

Chabrières 75015 Paris

Dominique Chambas

Member of the Supervisory Board

SQLI

268, avenue du Président Wilson

93210 La Plaine Saint-Denis

Manager LVCT 31 bis allée du lac

Inférieur 78 110 Le Vésinet

Associé Enfants le Vesinet Idem

Executive director Exclamation Europe 25 rue de Ponthieu 75008 Paris Bernard Jacon

Member of the Supervisory Board

SQLI

268, avenue du Président Wilson

93210 La Plaine Saint-Denis

Marc Bucaille Executive director Integrated Network 1 avenue Athena

upe SQLI - 185 -

Solutions Ottignies Louvain la Neuve - Belgium

Co-Manager 3 B 36 rue Valois 60800 Levignen

Co- Manager C.C.A.C Av, du bourg le Ra Stel

D’Agay 83700 AGAY

Manager Noque City 2 av, du colonel Bonnet 75016 Paris

Member of the Supervisory Board

SQLI

268, avenue du Président Wilson

93210 La Plaine Saint-Denis

Manager SCI Monlade 32 av Georges Mandel 75116 Paris

Patrick Lacarrière Member of the Supervisory

Board

SQLI

268, avenue du Président Wilson

93210 La Plaine Saint-Denis

Members of the Executive Board:

Name of executive officers Mandate or functions Company in which the mandate or

function is exercised Chairman of the Executive board SQLI

Manager Lnet MULTIMEDIA Chairman Sudisim Manager Iroko.net (TUP au 01/10/07)

Chief Executive Officer and Chairman of the Governing Board SYSDEO (TUP au 31/10/07)

Chief Executive Officer SQLI MAROC SA

Manager LNET Maroc (fusionnée avec SQLI Maroc)

Chairman of the Governing Board ASTON (TUP au 31/10/07 Chairman Clear Value France SAS Chairman Clear Value SAS

Executive director Clear Vision International Chairman APPIA CONSULTING SAS

Chairman of the Governing Board EOZEN SA

Executive director

EOZEN Belgium

Chairman SQLI Suisse Manager ALCYONIX France

Yahya El Mir

Chairman ICONEWEB

upe SQLI - 186 -

Chief Executive Officer and Chairman of the Governing Board URBANYS

Member of the Executive board SQLI Executive director SQLI MAROC SA

SQLI representative (Executive director) SUDISIM Only Executive Officer PROCEA(TUP au 31/10/07)

Executive director SYSDEO(TUP au 31/10/07) Bruno Leyssene

Executive director URBANYS

Member of the Executive board SQLI SA Work contract (Administrative chief anf

financial officer) SQLI SA

Chairman Abcial Executive director SQLI MAROC SA

Treasurer and Secretary TechMetric US (Liquidation en cours d’exercice)

Chairman of the Supervisory board PROCEA(TUP au 31/10/07) Executive director URBANYS Executive director Clear Vision International

Vice President of the Supervisory Board

CLEAR VALUE SA S(Démission Transformation en SAS en cours

d’exercice)

Executive director EOZEN SA

Executive director EOZEN Belgium

Nicolas Rebours

Manager and SQLI representative

GEIE Xype SQLI

IX – INFORMATION RELATED TO THE PARTICIPATION OF EMPLOYEES During the meeting of 28 September 2007, the Executive Board, with autorisation of the Extraordinary General meeting of 15 June 2007, decided to make a capital increase for a nominal amount of 45.222,60€, by issue of 904.452 shares of 0,05€ euro each, to be subscribed in kind, only for the members of the PEG. During the meeting of 29 October 2007, the Executive Board decided that the subscription do this capital increase would be open from the 31 October to the 13 November 2007 included. The price of new shares was fixed at 2.22 euros each, in compliance with Article L.443-5 of the French Employment Code. During the meeting of 10 December 2007, the Executive Board registered 130.139 new shares subscribed by the employees members of the PEG. At the end of the year SQLI employees (executive officers excluded) personally owned 4,3%of the capital, representing 4,1% of the voting rights (respectively 11,4% and 15,6% including the executive officers as individuals), of which 0.9% is subject to a collective management.

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Participation of employees to the fruits of expansion At the end of the year, the participation of employees to the fruits of the group’s expansion and those of the companies related according to Article 225-180 of the Commercial Code, was non existent.

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X – COMPLEMENTARY INFORMATION AS A LISTED COMPANY X.1 Information related to the remuneration of the executive officers a) Total remunerations and benefits of all kind paid by SQLI and the companies in charge : The following table indicates the total remuneration and benefits of all kinds paid to each executive officer during the financial year, included the capital shares, debt certificates or certificates giving access to the capital or the debt certificates of both SQLI and the companies mentioned in articles L. 228-13 and L. 228-93. This table also shows the amount of remuneration and benefits of all kinds received by each of the said executive officers during the financial year from companies that are controlled in the meaning of article L 233-16 of the Code of Commerce. Since SQLI is not controlled by another company, there is no need for indicating the amounts paid by the company controlling SQLI, in the meaning of the said article.

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REMUNERATIONS AND BENEFITS OF ALL KIND PAID TO THE EXECUTIVE OFFICERS

Name of executive officers

Mandates or functions Amount of total remuneration paid by SQLI (€)

Total amount of benefits of all kind paid by SQLI (€)

Amount of total remuneration and benefits of all kind paid by companies controlled by SQLI (€)

Members of the Supervisory Board

Jean Rouveyrol

Chairman of the Supervisory Board

0 0 0

Earnings of special assistant on sustainable development

9.932 1.052 0

Roland Fitoussis Deputy Chairman of the Supervisory Board

4.000* 0

FD5 Supervisory Board member 6.000* 0 Dominique Chambas

Supervisory Board member 4.000* 0

Bernard Jacon Supervisory Board member 6.000* 0 Marc Bucaille Supervisory Board member 4.000* 0 Patrick Lacarrière

Supervisory Board member 4.000* 0

* : attendance fees

Members of the Executive Board

Yahya El Mir Chairman of the Executive Board

216.662 28.728 0

Bruno Leyssene

Executive Board member 174.663 12.991 0

Nicolas Rebours

Executive Board member 0 10.791 0

Work contract Administrative and financial chief

174.989 2.066 0

b) Presentation of the fixed, variables and unusual elements the compensations and benefits are made of, and the criteria or circumstances taken into account to calculate these elements: Fixed elements : The remunerations paid to the Executive officers during 2007 are as follows: - Yahya El Mir : 146.662€ - Bruno Leyssene : 124.663 € - Nicolas Rebours : 124.989 €

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Variable elements : The remuneration of the Executive Board members include the following variable elements, allocated according the the reach of 2006 objectives: - Yahya El Mir : 70.000€ - Bruno Leyssene : 50.000€ - Nicolas Rebours : 50.000€ The amounts exposed above have been decided according to operating result criteria. Allocation of free shares (Decision of the Executive Board on 15 June 2007) : With the autorisation of the Combined General meeting of 1- June 2006, and in compliance with the Supervisory Board decisions of 29 March 2007, and after checking that the beneficiaries did not own more than 10% of the company capital at the day of the present allocation (in compliance with Article L.225-197-2 of the French Commercial Code), the Executive Board members unanimously decided to allocate 236.111 free shares to the following members of the Executive Board:

• Yahya El Mir : 141.667 shares ; • Bruno Leyssene : 47.222 shares ; • Nicolas Rebours : 47.222 shares .

:and terms of allocationConditions

Period of acquisition) b(

The allocation of the free shares will be definitive after two years from their allocation date (i.e. 15 June 2009 at midnight) by the Executive Board. The definitive allocation of the free shares after this period will be submitted to the following conditions:

• At the expiration date, the beneficiary will have to be executive officer or employee for the company or one if its subsidiaries, in compliance with Article L.225-197-2 of the French Code de Commerce, except if the work contract was ended for retirement or disability reasons.

• For 1/3 of the free shares granted to each of them: the 2007 Current Operating Margin will have to be equal to or higher than 8%;

• For 1/3 of the free shares granted to each of them: the 2007 Current Operating Margin will have to be equal to or higher than 10%;

• The last third of shares won’t be submitted to any other condition than the first one expressed above(b) .

In compliance with the delegation of the Combined General Meeting of 16 June 2006, the Supervisory Board will be allowed to modify the conditions and criteria of allocation in order to adapt them to the perimeter and the environment of SQLI in case of major modifications resulting from extraordinary operations.

(c) period of conservation:

The shares will be kept from sale for a supplementary time of two years from their definitive allocation date, that is until the 15 June 2011 at midnight. During this period the beneficiaries must keep their shares.

The Supervisory Board decided to fix the quantity of shares that the beneficiaries have to keep until the end of their functions at 5% of the number of allocated free shares.

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In case of decease of the beneficiary, (whether the decease happens during the acquisition time or the conservation time) the heirs aren’t obliged to respect the conservation deadline and the shares become freely transferable. The limits to free transfer of the shares after the conservation deadline are exposed below : In compliance with Article L.225-197-1 I paragraph 8vof the Commercial code, the free shares can’t be sold by their beneficiaries after the conservation deadlines, during critical times such as:

• During the time limit of ten trading sessions before and after the date of publication of consolidated accounts • During the time limit between the date of acknowledgment by the company of sensible information which could

have a significant effect of the price of securities, and the date following ten trading sessions after the publication of this information.

In application of Article L.225-197-1 II paragraph 4 of the Commercial Code, the Supervisory Board also decided, during the meeting of 29 March 2007, to fix the quantity of shares that the beneficiaries have to keep until the end of their functions at 5% of the number of allocated free shares. Valorisation of the benefit : The fair value of this benefit is estimated at 40,8 thousands of euros in 2007. The benefit has been smoothed on the acquisition time:

• Yahya El Mir : 22.499€; • Bruno Leyssene : 7.484€ • Nicolas Rebours : 10.791€

SQLI paid 239.391,36 euros to LVCT company whose manager is Mr Bernard Jacon, in application of the broker convention approved by the Supervisory Board.

a) Commitments of any kind, taken by the company for its executive officers, corresponding to remunerations, compensations, or advantages due or liable to be due because of the taking, the retirement from or the change of these functions or subsequently: The Supervisory Board decided in September 2002 to commit Messieurs El Mir and Leyssenne to give them a compensation of 75,000M€ in case of revocation from their mandate of member of the Executive board. On 27 March 2008, the Supervisory Board registered the needed compliance of this disposition with the law n°2007-1233 in favour of work, employment and purchasing power of 21 August 2007 (called loi TEPA). This compliance will be done before February 2009.

X.2 INFORMATION ON THE MARKET RISKS IN CASE OF VARIATION OF INTEREST RATES ? EXCHANGE RATES AND STOCK MARKET PRICE The company operates neither on interest rates market nor on exchange rates market except for hedging operations. As for the stock market price, the company operates only on its own securities, according to the meetings authorisations and limited to the participation of the company to the market making contract whose management is done by the company Financière d’Usez. The operations made in 2007 are listed below. Given the small volumes, the company did not register any risk. X.3 Information on the own shares rebought and sold by SQLI During 2007, SQLI held own shares according to a contract of market making and liquidity signed with the stock market company Portzamparc.

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The middle rates of purchases and sales made in 2007 for the share of SQLI in the liquidity contract are:

- Purchased shares: 69754 shares purchased for an average price of 2,87 € - Sold shares : 64.536actions sold for an average price of 2,91€

The amount of negociation fees related to these purchases and sales (management fees of the market making contract) amounted to 13 591€ (tax excluded) in 2007. At 31 December 2007, SQLI held 30.119 own shares (i.e. 0.1% of the capital) of 0.05€ each, for an average purchasing price of 2.75€ compared with a rate of 2.69 € . These own shares aren’t registered in the balance sheet assets because theu have been registered as a decrease of consolidated own equity.

X.4 Information on the integration of social and environmental consequences of the activity X.4.1 Social consequences

In compliance with Article L 225-102-1 and Article R.225-104 of the Commercial Code, we give the following information: 1- Staff

- Information on the total staff of the company 2007 2006 Average staff (trainees excluded) 1 419 1 134 Staff at 1er January 2007 (trainees excluded) 1 248 1 070 Mouvements of perimeter 250 30 Increase (Decrease) 288 148 Staff at 31 December 2007 (trainees excluded) 1 786 1 248

- Analysis of possible problems of recruitment Experimented curriculum are sought after and there is a strong competitiveness between the consulting firms in order to attract the best candidates. SQLI assets (CMMI, presence in various regions of France and in Morocco, specialization in new technologies) help to limit the effect of this tension on the market. - Reasons for redundancies Within the mergers made in 2007, 2 economic redundancies have been made due to the geographical grouping of the sites. 14 dismissals also happened in 2007. - Overtime The company did not register any overtime. - External partners The company use of subcontracting is limited (6% of the turnover). - Information related to the staff cut plans, employment protection plans, reclassification efforts, re-hirings and accompaniment measures. There hasn’t been any collective measure of staff cut since 2003 within the group. 2- Work organisation - The work organisation

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Since the group activity consists in services, the organisation of the work time is adapted to the one of the customers. Working time (full time and part time) An agreement on the reduction of working time has been made in the French companies of the group since 2000. The weekly working time is 35 hours. For engineers and executives, who represent 95% of the staff, a daily package convention has been established which grants 11days off a year. Par time work is increasing and represents now 4% of the staff. - Reasons for absenteeism The absenteeism is very limited and mainly due to lost time diseases.

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3- Remunerations : evolutions and professional equity - Average monthly wages and evolution The chart below shows the evolution of the average gross monthly wages and the professional equity

2006 2007 Evolution of gross monthly wages Men Women Men Women Executives 3209 2865 3494 3316 Employees 2012 1849 2206 1889

- Social costs The social costs (consolidated) amounts to 25.146 thousands of euros. - Application of measures set by paragraph IV of the book IV of the French Employment Code : Participation and involvement of employees An involvement agreement has been concluded with the Company central committee in December 2003. It has not been continued in 2006. The company applies the legal measures of profit sharing, but there hasn’t been any participation registered in 2007, given the deferrable fiscal deficit. - Equality between men and women employees The company has a bigger number of men employees (84%) than women (16%) due to the same disproportion seen in the training.

4- Business relationship and collective agreements A company committee representing the Social and Economic Unity, also in charge of the purchased companies, has been created in December 2005. 5- Safety and health conditions The Safety and health committees have been created in the first term of 2004. Since the activity of consulting is mainly intellectual, it doesn’t involve any physical risk for the employees safety. The documents listing the possible risks have been established for each site, as requested by the French Employment Code. 6- Training A training programme is established each year and exposed to the trade union representatives. 7- Employment and integration of disabled workers Since the activity of consulting generate many transports and trips, it is difficult for ambulant disabled persons. The company pays regularly the taxes due to the small proportion of disabled workers within the staff. 8- Welfare service. The company pays to its company committee 0.15% of the gross wages of the companies submitted to this obligation, for the welfare service.

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9- Subcontracting. The group companies have regular inter-companies activity for package projects. Subcontractinf for technicity or capability can also be made with external partners. External sub-contracting represented 6% of the turnover in 2007. 10- Regional effect of the Company activity in terms of employment and local development The establishment of the group on 12 geographical sites in France helps the decenralisation process. 11- Control and promotion of the respect of ILO conventions SQLI created a charter of its commitments regarding the fundamental social rights. 12- Relationships with integration associations, training institutes, environmentalist groups, consumer groups and local populations. SQLI doesn’t have any relationship with this kind of organisation. 13- Effect of the activity on local development and populations for the foreign subsidiaries The offshore platform in Morocco contributes to the development of qualified jobs in this country, which perfectly matches the government local plans. X.4.2 Consequences on the environment In application of Article L 225-102-1 of the Commercial Code and of Article R.225-104, we can stipulate that the company activity is purely intellectual, and does not have any bad consequence on the environment. X.5. Crossing of thresholds and identity of SQLI main shareholders The company received the following declarations of threshold crossings relative to the ones that occurred in 2007 :

• By a letter dated 21 February 2008, received this day, the Société Privée de Gestion de Patrimoine (State holding

private company) - SPGP (17, avenue Matignon, 75008 Paris), as the manager of unit trusts, declared that the 5% of SQLI capital and voting rights it owned had been crossed in a downward direction on 20 September 2007, after a transfer of shares on the market. The SPGP holds by now 1.656.585 SQLI shares and voting rights which represent 5,47% of the capital and 4,89% of the company voting rights.

• By a letter dated 21 February 2008, received this day, the Société Privée de Gestion de Patrimoine (State holding private company) - SPGP (17, avenue Matignon, 75008 Paris), as the manager of unit trusts, declared that the 5% of SQLI capital and voting rights it owned had been crossed in a downward direction on 2 October 2007, after a transfer of shares on the market. The SPGP holds by now date 1.510.714 SQLI shares and voting rights which represent 4,99% of the capital and 4,46% of the company voting rights.

• By a letter dated 25 September 2007, received this day, the SOCADIF company (26, quai de la Rapée, 75012 Paris) as the manager of unit trusts, declared that the 5% of SQLI capital and voting rights it owned had been crossed in a downward direction on 31 August 2007.The SPGP holds by now date 1 500 000 SQLI shares and voting rights which represent 4,95%of the capital and 4,43%of the company voting rights. (on the basis of a capital of 30 273 983 shares for 33 883 633 voting rights at 31 August 2007). This crossing of threshold is due to a modification of the voting rights number by SQLI.

• By a letter dated 17 April 2007, received on the same day, completed by other letters dated 18 April, Mr Jean Rouveyrol announces that, on 10 April 2007, as a result of shares transfers, he crossed in a downward direction the threshold of 15% of the SQLI company’s capital and that he held 2 042 298 SQLI shares which represent 4 084 596 voting rights, namely 7,24 % of the capital and 12,76% of the voting rights of this company (On the basis of a capital composed of 28 189 804 shares which represents 31 999 765 voting rights).

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Hence pursuant to the provisions of article L 233-13 of the French Commercial Law, and in the light of the information received in application of article L 233-7 of the French Commercial Law, we inform you of the modifications that occurred during the financial year of the contributions of shareholders who hold, directly or indirectly, more than one-twentieth, one-tenth, one-fifth, one-quarter, one-third, the half, the two thirds or the nineteen twentieth of the share capital or of the voting rights.

Shareholders holding more than 5% of the capital Jean Rouveyrol Shareholder holding more than 10% and more than 10% of the capital None Shareholder holding more than 15% and/or 20% of the capital None Shareholdesr holding more than 5% of the voting rights Jean Rouveyrol Shareholder holding more than 10% of the voting rights Jean Rouveyrol Shareholder holding more than 20% of the voting rights None

2006 2007 Variation Main shareholders Capital Voting

rights Capital Voting

rights Capital Voting

rights Downward crossing of the threshold of one-tenth of the share capital and of the voting rights Jean Rouveyrol 2 042 298 4 084 596 Upward crossings of the threshold of 5% of the share capital SOCADIF 1500.000 1.500.000 1.500.000 1.500.000 0 0 SPGP NC NC 1.510.714 1.510.714

X.6. Transactions of Executive officers and the people close to them In compliance with Article 223-26 of the general rules and regulations of the Financial Markets Authority, we expose below a summary statement of the operations, mentioned in Article 621-18-2 of the Monetary-Financial Code, as declared to the FMA, made during the year (acquisitions, disposals, subscriptions and exchanges of securities, transactions made about related financial instruments carried out by the Executive officers, by the people they are close from and by any other person able to make management decisions about the evolution and the strategy, and having a regular access to privileged information about the company, according to the conditions set by the General rules and regulations of the FMA).

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Transaction Number of

securities Medium price Value in € Number of

representativesPurchase of shares 0 - 0

Souscription d’actions par exercice de droits préférentiels 49000 1,307 € 64 020 3

Suscription of shares troughout BCE 68000 0,940 € 63 900 2

Sale of shares 118036 2,960 € 349 328 3

The details of transactions, dates and names of representatives are published on the FMA website.

X.7. Elements which could have a significant effect in case of takeover bid

- There is no existing restriction on the exercise of voting rights and share transfer, nor is there any clause in the conventions registered by the company in application of Article L.233-11 ;

- There is no existing holder of any securities having special control rights - There is no existing control measure in the employees share system when the control rights are not exercised by

the employees - There is no existing agreement between shareholders known by the company which could generate restrictions to

the shares transfer and the exercise of voting rights. - The rules applied to the nomination and substitution of the Executive Board menbers, and to the modification of

the company statutes are those requester bu the law. - The Executive Board has been authorised by the General meeting to make some issues or repurchase of shares. In

compliance with Article L.225-100 of the Commercial Code, the present report includes a chart of the current delegations granted authorised by the General meeting to the Executive Board for capital increases. The use of these delefations is registered in the accounts of 2007.

- There is no existing agreement contraced by the company which would be modified or would end in case of change in the company management.

- In September 2002, the Supervisory Board granted to Mrs El Mir and Leyssene a commitment to pay 75.000€ in case of revocation of their Executive Board member mandate. The Supervisory Board of 27 March 2008 registered the compliance of this measure with the law n°2007-1233 in favour of work, employment and purchasing power of 21 August 2007 (called loi TEPA)

* *

*

The Executive Board suggests the approval of the resolutions submitted to your vote, after reading of the reports of the Supervisory Board and of its Chairman, ad well as the Statutory auditors reports.

__________________________ Monsieur Yahya El Mir Président du Directoire

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SQLI results over the last 5 financial years

SQLI Financial Statement at 31 December

2007

Results over the last 5 financial years

End date 31/12/2007 31/12/2006 31/12/2005 31/12/2004 31/12/2003 Duration of financial year (months) 12 12 12 12 12

CAPITAL AT THE END OF THE YEAR

Share capital 1 533 730 1 409 490 1 332 339 969 808 948 863 Number of shares - equity shares 30 674 591 28 189 804 26 646 783 19 396 159 18 977 262 - preferred shares Maximum number of shares to create - by bond conversion - by subscription right 2 079 331 2 304 585 2 563 719 3 741 280 2 904 088 OPERATIONS AND EARNINGS Turnover (taxes not included) 94 409 652 74 511 249 44 381 903 38 268 057 35 545 702 Result before tax, participation, Transfers to depreciation and provisions 7 030 311 4 343 229 993 564 954 905 -1 793 754 Tax on profits -143 305 -126 869 -295 420 -279 552 -177 743 Employees’ participation Transfers to depreciation and provisions 1 249 923 -157 999 645 312 -168 309 -2 156 242 Net Result 5 923 693 4 628 096 643 672 1 402 766 540 231 Distributed Result EARNING PER SHARE Result after taxes, participation, Before transfers to depreciation and provisions 0,23 0,16 0,05 0,06 -0,09

Result after taxes, participation Transfers to depreciation and provisions 0,19 0,16 0,02 0,07 0,03 Dividend granted STAFF Average number of employees 1 156 797 530 518 506 Wage bill 44 755 152 36 927 650 21 068 143 18 353 900 19 020 109 Amounts of social benefits 21 006 779 17 346 314 10 676 876 9 263 629 8 686 903 (social insurance, social services...)

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Table of the currently valid delegations in the field of capital increases (Article L.225-100 alinéa 7 du code de commerce)

Date of the general meeting

N° of resolution

Purpose of the delegation Duration Expiry date

Global ceiling

(in terms of par value)

Use during the financial

year 2006

Increase the share capital : 1- by issuing, all at once or in instalments, according to the quantities and the time that will suit the Executive Board, as much in France as abroad, with shareholders’ preferential subscription right : (a) of company's ordinary shares; (b) of any other transferable securities offering access by any means, immediately and/or eventually, to the company’s shares or the shares of a company of which it holds, directly or indirectly, more than half of the capital. The said transferable securities can also be denominated in foreign currencies or in some monetary unit or other, established with reference to several currencies;

1 200 000 €

15 June 2005 15

2- by incorporation of premiums on shares, reserves, profits or other.

26 months 14 August 2009

Amount of premiums

and reserves

existing at the time of

the the transaction

NONE

15 June 2005 16

Increase the share capital by issuing, all at once or in instalments, according to the quantities and the time that will suit the Executive Board, as much in France as abroad, without shareholders’ preferential subscription right : (a)of company's ordinary shares; (b) of any other transferable securities offering access by any means, immediately and/or eventually, to the company’s shares or the shares of a company of which it holds, directly or indirectly, more than half of the capital. The said transferable securities can also be denominated in foreign currencies or in some monetary unit or other, established with reference to several currencies;

26 months 14 August 2009

1 000 000 € ((this

amount is charged to the global ceiling of 1.200.000 mentioned

above)

NONE

15 June 2005 17 Increase the amount of issues in case of surplus

demand. 26 months

30 days after the

subscription closing date

15 % of initial issue

(the amount is charged to the global

ceiling mentioned

in 15)

NONE

15 June 2005 18

Increase the share capital by issuing ordinary shares without shareholders’ preferential subscription right to be used in remuneration of conveyances of securities in case of a public exchange offer or of a contribution in kind.

26 months 14 August 2009

Limited to 10% of the Company's capital and

to the global

NONE

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ceiling of 1.200.000 mentioned

above)

15 June 2005 19

Granting free shares, already existing or still to be issued in the benefit of employees or executives.

26 months 14 August 2009

Until a limited

number of 800.000

shares, i.e. a value

amount of 40.000€

NONE

15 June 2005 20

Increase the share capital by issuing new shares under the conditions laid down in the article L. 443-5 of the Labour Code.

26 months 14 August 2009

Limited to 3% of its capital de and to a

maximum par value amount of 100 000 €.

130.139 actions

nouvelles de 0,05€ de nominal

chacune ont été émises au prix unitaire de 2,22€ soit

une augmentation de capital de

6.506,95€ constatée par le Directoire

du 10 décembre

2007