Registration Document 2007 1 Persons Responsible 5 17 Employees 75

2 Statutory Auditors 7 18 Major Shareholders 77

3 Selected fi nancial information 9 19 Related-party transactions 83

4 Risk factors 11 Financial information concerning the company’s assets and liabilities, fi nancial position 5 Information about Altran 13 20 and profi ts & losses 85

Information about the company’s 21 Additional information 161 6 businesses 15 22 Material contracts 167 7 Organizational chart 19 Third-party information, expert 8 Property, plant, and equipment 21 statements, and declarations of 23 interest 169

9 Operating and fi nancial review 23 24 Documents available to the public 171

10 Capital resources 61 25 Information on holdings 173

11 Research and development 63 APPENDIX

12 Trend information 65 Appendix 1 A1 Internal controls 175 13 Forecasts 67 Appendix 2 2007 environmental Administrative, management, and A2 and labour report 183 14 supervisory bodies 69

Appendix 3 15 Remuneration and benefi ts 71 A3 Statutory Auditor’s reports 185

Management Board 16 and Supervisory Board practices 73 2007 Registration document

This is a non-binding free translation into English of the original French text and is provided solely for the convenience of English speaking users.

This 2007 registration document was fi led with the French fi nancial markets authority (AMF) on 23 April 2008 in accordance with article 212-13 of the AMF General Regulations. This registration document may be used to support a fi nancial transaction if accompanied by a prospectus approved by the AMF.

Pursuant to article 28 of European Commission Regulation (EC) no. 809/2004, the following information is referenced in this document: • a business report, the consolidated and individual company fi nancial statements and Statutory Auditors’ reports on these fi nancial statements, and the Statutory Auditors’ report on regulated agreements covered by article L.226-10 of the French Commercial Code and entered into by Altran Technologies S.A. in 2005; these reports are given on pages 60 to 150 of the registration document fi led with the AMF on 29 May 2006 under number D.06-0488; and • a business report, the consolidated and individual company fi nancial statements and Statutory Auditors’ reports on these fi nancial statements, and the Statutory Auditors’ report on regulated agreements covered by article L.226-10 of the French Commercial Code and entered into by Altran Technologies S.A. in 2004; these reports are given on pages 36 to 150 (inclusive) of the registration document fi led with the AMF on 14 June 2005 under number R.05-091. These documents are available on the AMF website (www.amf-france.org) and on the issuer’s website (www.altran.com).

2007 Registration document 3 4 2007 Registration document Persons 1 Responsible

Statement by the person responsible for the 2007 registration document

I declare, after taking all reasonable measures for this purpose and • note 4.8 to the fi nancial statements on the accounting impact of to the best of my knowledge, that the information contained in this mergers completed during the fi scal year; and registration document is in accordance with the facts and makes no • measures taken to strengthen the company’s internal controls and omission likely to affect its impact. accounting information system as discussed in the Supervisory I declare that to the best of my knowledge, the fi nancial statements Board Chairman’s report prepared in accordance with the last were prepared according to generally accepted accounting principles paragraph of article L.225-68 of the French Commercial Code. and give a true and fair view of the assets and liabilities, earnings, Without qualifying their opinion on these fi nancial statements, the and fi nancial position of the company and all entities in its scope of Statutory Auditors, in their report on the fi nancial statements for the consolidation, and that the management report in chapter 9 gives a fi scal year ended 31 December 2005, which is included in this document faithful summary of the businesses, earnings, fi nancial position, and for reference and in the 2005 Registration document fi led with the main risks and uncertainties of the company and all entities in its scope AMF on 29 May 2006 under number D.06-0488, draw attention to: of consolidation. • note 6 to the fi nancial statements, “Monitoring of signifi cant legal I have obtained a completion letter from the Statutory Auditors in disputes and possible liabilities”; and which they state that they have audited the information relating to the fi nancial position and the fi nancial statements presented in this • measures taken to strengthen the company’s internal controls and registration document and in the document as a whole. accounting information system as discussed in the Supervisory Board Chairman’s report prepared in accordance with the last The Statutory Auditors’ reports on the consolidated and individual paragraph of article L.225-68 of the French Commercial Code; and company fi nancial statements for the fi scal year ended 31 December 2007 are given in appendix 3 of this registration document and contain • note 4.11 to the fi nancial statements, “Net fi nancial indebtedness”, no qualifi cations or observations. which discusses the effects of the company’s adoption on 1 January 2005 of IAS 32 on the balance sheet presentation and net fi nancial Without qualifying their opinion on these fi nancial statements, the income. Statutory Auditors, in their report on the fi nancial statements for the fi scal year ended 31 December 2006, which is included in this Without qualifying their opinion on these fi nancial statements, the document for reference and in the 2006 Registration document fi led Statutory Auditors, in their report on the fi nancial statements for the with the AMF on 7 June 2007 under number D.07-0561, draw attention fi scal year ended 31 December 2005, which is included in this document on: for reference and in the 2005 Registration document fi led with the AMF on 29 May 2006 under number D.06-0488, draw attention to: • note 6 to the fi nancial statements, “Major litigation and contingent liabilities”; and • note 2.12 to the fi nancial statements, “Provisions for contingencies and charges”; • measures taken to strengthen the company’s internal controls and accounting information system as discussed in the Supervisory • note 2.16 to the fi nancial statements, “Signifi cant outstanding legal Board Chairman’s report prepared in accordance with the last disputes”; paragraph of article L.225-68 of the French Commercial Code. • note 2.1 to the fi nancial statements which discusses the change Without qualifying their opinion on these fi nancial statements, the in accounting method effective 1 January 2005 on provisions for Statutory Auditors, in their report on the fi nancial statements for the retirement obligations recognised using the preferential method fi scal year ended 31 December 2006, which is included in this document set forth in Recommendation 2003-R01 of the French National for reference and in the 2006 Registration document fi led with the Accounting Board (CNC); and AMF on 7 June 2007 under number D.07-0561, draw attention to: • measures taken to strengthen the company’s internal controls and • note 5 to the fi nancial statements, “Information on major ongoing accounting information system as discussed in the Supervisory litigation”; Board Chairman’s report prepared in accordance with the last paragraph of article L.225-68 of the French Commercial Code.

2007 Registration document 5 Persons Responsible 1 Persons responsible for financial information

Without qualifying their opinion on these fi nancial statements, the Without qualifying their opinion on these fi nancial statements, the Statutory Auditors, in their report on the fi nancial statements for Statutory Auditors, in their report on the fi nancial statements for the the fi scal year ended 31 December 2004, which is included in this fi scal year ended 31 December 2004, which is included in this document document for reference and in the 2004 Registration document fi led for reference and in the 2004 Registration document fi led with the with the AMF on 14 June 2005 under number R.05-091, draw attention AMF on 14 June 2005 under number R.05-091, draw attention to the to the following items in Notes 3.2, 4.12, 5.4, 5.5.1., and 5.5.2. to the following items in notes 2.13, 2.15, and 2.16 to the fi nancial statements: fi nancial statements: • changes in the internal controls environment (note 2.13); • changes in the internal controls environment (note 3.2); • ongoing legal and regulatory proceedings (note 2.15); and • segment information (note 4.12); • the company’s corporate governance system (note 2.16). • ongoing legal and regulatory proceedings (notes 5.4 and 5.5.1); and Yves de Chaisemartin – Chairman of the Management Board • the company’s corporate governance system (note 5.5.2).

Persons responsible for fi nancial information

Éric Albrand Laurent Dubois Member of the Management Board Head of Investor Relations +33 (0)1 46 17 49 69 +33 (0)1 46 17 49 69 comfi @altran.com comfi @altran.com

6 2007 Registration document 2 Statutory Auditors

Permanent external auditors

The permanent external auditors are members of the Versailles A proposal will be made at the next Annual General Meeting to renew Regional Statutory Auditors Commission (Compagnie Régionale de Mazars & Guérard’s term for another six fi scal years, until the close of Versailles). the Annual General Meeting held to approve the fi nancial statements for the fi scal year ending 31 December 2013. Mazars & Guérard Represented by Guy Isimat-Mirin and Jean-Luc Barlet Deloitte & Associés Tour Exaltis – 61 Rue Henri-Regnault Represented by Henri Lejetté 92075 La Défense Cedex 185 Avenue Charles-De-Gaulle France 92524 Neuilly-sur-Seine Cedex France Initial appointment date: 29 June 2005 Initial appointment date: 28 June 2004 Mandate expiration date: Annual General Meeting held in 2008 to approve the fi nancial statements for the fi scal year ended Mandate expiration date: Annual General Meeting held in 2010 31 December 2007 to approve the fi nancial statements for the fi scal year ending 31 December 2009

Substitute external auditors

The substitute external auditors are members of the Versailles Regional A proposal will be made at the next Annual General Meeting to renew Statutory Auditors Commission (Compagnie Régionale de Versailles). Jean-Louis Lebrun’s term for another six fi scal years, until the close of the Annual General Meeting held to approve the fi nancial statements Jean-Louis Lebrun for the fi scal year ending 31 December 2013. Tour Exaltis – 61 Rue Henri-Regnault 92075 La Défense Cedex BEAS France 7-9 Villa Houssay 92524 Neuilly-sur-Seine Cedex Initial appointment date: 29 June 2005 France Mandat e expiration date: Annual General Meeting held in 2008 Initial appointment date: 28 June 2004 to approve the fi nancial statements for the fi scal year ended 31 December 2007 Mandate expiration date: Annual General Meeting held in 2010 to approve the fi nancial statements for the fi scal year ending 31 December 2009

2007 Registration document 7 8 2007 Registration document Selected fi nancial 3 information

2007 sales rose 6.4% to €1,591.4 million compared with €1,495.4 million in 2006.

(in million euros) 31/12/2006 H1 2007 H2 2007 31/12/2007

Sales 1,495.4 789.5 801.9 1,591.4 Current operating income 76.0 38.7 60.7 99.4 As % of sales 5.1% 4.9% 7.6% 6.2% Non-recurring operating income (14.7) (1.7) (13.2) (14.9) Goodwill amortisation (15.9) (12.5) (1.4) (13.9) Operating income 45.4 24.4 46.2 70.6 As % of sales 3.0% 3.1% 5.8% 4.4% Cost of net financial debt (23.1) (13) (16.0) (29.0) Other financial income and expenses (3.0) (1.1) (1.1) (2.2) Income tax charge (15.8) (15) (3.0) (18.0) Net profit/(loss) 3.7 (4.7) 26.2 21.5 Minority interests (0.1) 0.2 (0.1) 0.1 NET PROFIT/(LOSS) ATTRIBUTABLE TO THE GROUP 3.8 (4.5) 26.1 21.6

Current operating income increased to €99.4 million in 2007 compared Cost reduction plan with €76 million in 2006, resulting in a 6.2% current operating margin in 2007. The current operating margin rose from 4.9% in the fi rst half Increased efforts to reduce indirect costs were refl ected in a 1.2% drop of 2007 to 7.6% in the second half of 2007. of the indirect cost rate, in 2007, which accounted for 26.3% of group sales at 31 December 2007. Operating income came out at €70.6 million in 2007 (compared with €45.4 million in 2006) after accounting for the negative impact of non-recurring items of €14.9 million and €13.9 million in goodwill impairment. Refi nancing Cost of net fi nancial debt (-€29.0 million) is in line with group debt. Given the fi nancing agreement signed on 16 April 2008 with a banking Net profi t attributable to the group totalled €21.6 million in 2007 pool made up of four banks (see chapter 4 “Risk factors” of this compared with €3.8 million in 2006. registration document for details), the scheduled increased use of Group net debt under IFRS dropped to €359.5 million at 31 December factoring, cash fl ow generation expected in 2008 and cash held at 2007 from €379.9 million at 31 December 2006. The €77.7 million group level, the group should have suffi cient fi nancial resources to reduction in group net debt in the second half of 2007 was due repay the convertible bond due on 1 January 2009. to strong cash fl ow generation. This was the result of the group’s Furthermore, as set out in detail in section 20.6 “Interim and other improved operating margin and a reduction in DSO to 90 days at fi nancial information” below, the company has announced its plans 31 December 2007. to carry out a capital increase for a maximum of €130 million by 31 July 2008, which will enable it to strengthen its equity and position the group to boost its development via targeted acquisitions.

2007 Registration document 9 3 Selected fi nancial information

Outlook In 2008 the group will pursue efforts to reduce its indirect costs and aims to trend towards 20% of sales mid-term. Altran aims to keep up with the market momentum despite an uncertain In particular, Altran will strive to maintain DSO at the current level. macroeconomic environment. The trends seen at the end of 2007 have continued through into 2008.

10 2007 Registration document 4 Risk factors

The company’s risk factors are discussed in the management report in section 9.5 “Risks” on pages 35 -39 of this registration document.

2007 Registration document 11 12 2007 Registration document 5 Information about Altran

5.1 COMPANY HISTORY AND 5.2 INVESTMENTS 14 DEVELOPMENT 13 5.2.1 Principal investments 14 5.1.1 Company name 13 5.2.2 Principal future investments decided 5.1.2 Place of registration and registration by management 14 number 13 5.1.3 Date of incorporation and lifetime 13 5.1.4 Domicile, legal form, and governing legislation 13

5.1 Company history and development

5.1.1 Company name 5.1.4 Domicile, legal form,

Altran Technologies S.A. and governing legislation Registered office: 58 Boulevard Gouvion-Saint-Cyr, 75017 Paris, France. 5.1.2 Place of registration Administrative headquarters: 2 Rue Paul Vaillant Couturier, 92300 and registration number Levallois-Perret, France. Legal form: French public limited company with a Management Board Paris Trade and Companies Register no. 702 012 956 and Supervisory Board. Siret Number 702 012 956 00042 Governing legislation: French law including the French Commercial NAF code 742C Code and subsequent legislation concerning commercial businesses.

5.1.3 Date of incorporation and lifetime

Altran Technologies S.A. was created on 14 February 1970. Its life extends until 14 February 2045, unless the company is dissolved before this date or its life is extended beyond this date by law or by the company’s Articles of Association.

2007 Registration document 13 Information about Altran 5 Investments

5.2 Investments

5.2.1 Principal investments The company sold The Johnsson group in the US in July 2007; the liquidation was fi nalised at the end of the year. The Johnsson group The signifi cant changes in 2007 to the company’s scope of generated €8,057 million of revenue in 2006. This sale was recognised consolidation are as follows: in the 2007 half-year fi nancial statements, most notably through a €7 million goodwill impairment related to the process of selling the the merger of two companies in Belgium and six in Switzerland; • business. the sale of USM Endecar in Spain, which resulted in a €1,854 thousand • In the third quarter of 2007, Altran exercised its option to purchase the charge in the fi rst half (comprised of a €2,394 thousand divestment 75% it did not own of Arthur D. Little’s Korean subsidiary, Arthur D. Little loss, €222 thousand of related fees, and a €792 thousand provision Yuhan Hoesa; an option which Altran acquired in July 2004. Altran reversal); is now the full owner of Arthur D. Little Yuhan Hosea, which added • the liquidation of the Cygnite subsidiary in the UK, which resulted in €2.8 million to the company’s overall revenue in the second half of an €8,000 charge; and 2007. • the creation of six new subsidiaries. The company’s earn-out programme and assumptions for future payouts are discussed in note 7 to the consolidated fi nancial statements, “Off-balance sheet commitments”. Companies acquired over the past five fiscal years

2003 2004 2005 2006 2007 Company Country Company Country Company Country Company Country Company Country

Little acquisition Co Hong Kong and Little Hong Aktiva VIP acquisition Kong and Hilson Moran Holding Netherlands Co Singapore Singapore Italie Italy CQ Consulting ADL Yuhan GmbH Austria Little Brazil Brazil Hosea Korea C Quential Consultores SRL Italy CA Venezuela

The following table lists the amount paid for these acquisitions each year (initial payment plus earn-out).

(in million euros) 2004 2005 2006 2007

17.6 22.7 41.1 9.4

5.2.2 Principal future investments • tools for employee communication and collaboration (company decided by management intranet, knowledge management software, etc.); and • a streamlining of the company’s brands. Altran plans to invest in the following in 2008 in order to support its transformation: • IT system upgrades (ERPs, networks, etc.);

14 2007 Registration document Information about 6 the company’s businesses

6.1 MAIN BUSINESSES 15 6.2.3 Strategy and management consulting 17 6.2 MAIN MARKETS 16 6.2.1 Technology and R&D consulting 16 6.3 COMPETITION 18 6.2.2 Organisation and information systems consulting 17

6.1 Main businesses

Altran aims to support its customers throughout the life cycle of with an ability to break down complex procedures into manageable a product or a service, from design or manufacturing through to steps, have prompted customers to select Altran as a preferred production process optimization. Altran consultants have a wide range partner. With the help of Altran consultants, customers can transform of skills covering just about every fi eld of engineering. innovation from a modern-day challenge to a strategic driver and source of differentiation. Altran’s customers realise that in today’s From the time the company was founded, Altran has been committed fast-paced markets, innovation is essential to securing a sustainable to helping customers plan and implement important strategy, research, competitive advantage. and technology projects. Altran consultants play an active role in all phases of product or service development’s life cycle. Indeed, innovation is at the heart of Altran’s customers’ strategies, as it will enable them to penetrate new markets and fuel continued The cornerstone of Altran’s high-quality service is its skills in mastering business growth. a technology, and transferring that technology from one industry to another. This unique approach to technological innovation, coupled

Sales by business

2007 Registration document 15 Information about the company’s businesses 6 Main markets

6.2 Main markets

Altran operates in the following three markets: Technology consulting market in Western Europe • technology and R&D consulting; in 2005 • organisation and information systems consulting; and • strategy and management consulting.

6.2.1 Technology and R&D consulting

The market for technology and R&D consulting services was estimated to be around €55 billion in the US and Europe in 2005, based on a 2005 Altran Positioning Study carried out by Pierre Audoin Consultants. This means that the technology consulting market is now approximately the same size as that for management consulting. Sources: Altran Global Strategic Marketing and 2005 Altran Positioning Study by Pierre Audoin Consultants.

The technology consulting market should expand substantially in France and the rest of Europe over the next few years, driven by the following factors: • heavier R&D spending, since Western European countries invest a lower percentage of their GDP in R&D and European manufacturers realize that they must catch-up and slash their time-to-market if they are to remain competitive; and • a greater reliance on R&D outsourcing. While the long-term outsourcing rate is diffi cult to estimate, it currently stands at less than 15% of total R&D spending in Europe (according to Pierre Audoin Consultants). This percentage will undoubtedly rise – although probably not to the levels seen for IT services outsourcing. The technology consulting market is highly fragmented, but should undergo consolidation in the coming years as a result of: • pressure from customers seeking industrial partnerships with R&D consultants, as customers cut their number of suppliers and standardize their procurement processes; • a shift in customer demand towards more content-focused, Sources: Altran Global Strategic Marketing and 2005 Altran Positioning Study packaged solutions which are diffi cult for consultants offering a by Pierre Audoin Consultants. single service to provide; Altran is the leading technology consulting fi rm in Europe in terms • a growing need for fi xed-price services requiring increasingly of revenue. Nevertheless, the European market remains highly technical knowledge, which pushes out small players providing only fragmented; the ten biggest players in Europe’s three main countries technical support; and (Germany, France, and the UK) have only a 30%-40% market • globalization, which means that consultants must be able to provide share. Altran’s market share was approximately 9.8% in France and international services to customer sites around the world. 1.5%-5% in other European countries in 2005, according to Altran Global Strategic Marketing.

16 2007 Registration document Information about the company’s businesses Main markets 6

6.2.2 Organisation and information 6.2.3 Strategy and management systems consulting consulting

Approximately one-third of Altran’s revenue is generated by Altran’s strategy and management consulting is carried out primarily organisation and information systems consulting. This market is more through its Arthur D. Little subsidiary, which was purchased during structured than the technology consulting market, although Altran an LMBO in 2002. Altran acquired all of Arthur D. Little’s operations has a smaller market share. The market for these services in Europe, outside the US during this LMBO, as well as the global brand name. excluding outsourcing, is around €45 billion per year. The strategy and management consulting market has mushroomed Altran does not intend to offer all the services typically provided by since 2005, driven by a fl urry of M&A deals in several sectors. This large IT fi rms; rather, it has decided to focus on niche markets in the market is estimated at approximately €50 billion a year in the US IT space (SAP, application testing, etc.) where Altran already has a solid and Europe, and is expected to grow 5%-7% over the next few years reputation. (according to Kennedy Information Research group and Pierre Audoin Consultants). The software and services market grew 6.5% in France in 2006, based on data from Syntec Informatique. This market has expanded Altran’s services focus on a limited number of practices in order to take 3-4 times faster than GDP and 1.5-2 times faster than corporate advantage of Arthur D. Little’s robust skills in these areas on a global investment spending. Much of this growth can be attributed to level. The company has decided to target Arthur D. Little’s international business transformation projects, and the market should continue to business development on fi ve industries, including healthcare, energy, be supported by a wave of M&A activity. Consulting and applications and automotive. maintenance (especially third-party application maintenance) are the market’s main drivers. Growth has been particularly marked in the fi nancial sector, where spending on these services jumped 8%, followed closely by the public sector. The organisation and information systems consulting market has exceptional long-term growth potential as a result of expanding business needs, a strong trend towards IT outsourcing, and repeated technological advancements which open the doors to new uses and fi elds of application.

2007 Registration document 17 Information about the company’s businesses 6 Competition

6.3 Competition

Altran is the leading technology and R&D consulting fi rm in Europe. Its However, none of these competitors have Altran’s geographic footprint, competitors vary depending on the type of consulting project; these nor do they have skills in such a wide array of industries or technologies. competitors include: Altran’s ability to leverage its international network, provide services in many countries, and combine state-of-the-art knowledge in several • strategy and/or management consultancies (particularly in terms fi elds is a key differentiating factor – and one that can help Altran’s of Arthur D. Little’s competitors); customers succeed as they cross new borders. • IT services companies; Altran recently restructured its technology consulting business in • engineering fi rms specialised in a specifi c fi eld (e.g., environmental, France. The business is now grouped by vertical industry, making its mechanical, or acoustical engineering); and services more clear to customers. The following table gives an overview of Altran’s main technology consulting markets in Europe. • listed or unlisted companies offering similar services (e.g., Alten, AssystemBrime, and SII).

France United Kingdom Germany

Market size in 2005 €4.0 billion €4.0 billion €4.4 billion Aerospace Aerospace Automotive Automotive Energy* Industrial engineering Energy* Telecoms Energy* Top sectors Telecoms Public sector Aerospace Altran Atkins Siemens Assystem BAE Systems T-Systems Top three competitors Alten QinetiQ ESG Consolidation, globalization, fewer suppliers, Trends more powerful purchasing departments * Utilities, chemicals, and environmental industries. Sources: Altran Global Strategic Marketing and 2005 Altran Positioning Study by Pierre Audoin Consultants.

18 2007 Registration document 7 Organizational chart

A list of companies included in Altran’s scope of consolidation is given The parent company billed its subsidiaries and foreign holding in section 20.3, in note 2 to the consolidated fi nancial statements, companies a total of €34.7 million for support functions in fi scal 2007. “Scope of consolidation”. Recent changes to this scope are discussed Support functions paid for by the parent company and not re-billed in section 5.2.1 “Principal investments”. amounted to €28.9 million for the year. The company does not have any commitments to purchase minority interests. The following paragraphs discuss the payments made between the Centralized cash management parent company and its subsidiaries. The parent company manages cash for all its entities through a cash management subsidiary, GMTS, which covers subsidiary overdrafts and pays interest on cash surpluses on a daily basis. Management fees and subcontracted administrative services

Altran Technologies, the parent company, pays for support functions Dividends (communications, human resources, accounting, legal and tax affairs, Altran Technologies, the parent company, receives dividends from its etc.), and bills the costs for these services to its French subsidiaries and direct subsidiaries. foreign holding companies. These bills, which consist of management fees and subcontracted administrative services, are calculated using cost-plus accounting and divided among the subsidiaries and foreign holding companies based on the revenue generated and resources used.

2007 Registration document 19 7 Organizational chart

Simplifi ed organizational chart

Altran Technologies SA owned 100% of Altran International BV when it was founded in 1997, but in 1997 sold a 5% stake to a former manager with whom Altran is in legal proceedings.

20 2007 Registration document Property, plant, 8 and equipment

8.1 SIGNIFICANT PROPERTY, 8.3 BRANDS AND PATENTS 21 PLANT, AND EQUIPMENT 21

8.2 ENVIRONMENTAL ISSUES 21

8.1 Signifi cant property, plant, and equipment

Altran has a policy of leasing its business premises, although it owns UK, and Venezuela. No property is owned either directly or indirectly buildings with a combined value of €8.5 million in France, Italy, the by Altran managers, nor is leased to Altran or an Altran subsidiary.

8.2 Environmental issues

Not material.

8.3 Brands and patents

Altran’s customers are the sole owners of new products and technology Altran owns all its brands. developed with the help of Altran consultants. Altran has one subsidiary that carries out development work and fi les patents exclusively for Altran.

2007 Registration document 21 22 2007 Registration document 9 Operating and fi nancial review

9.1 SIGNIFICANT EVENTS 24 9.11 INFORMATION ON THE SHARE 9.1.1 Corporate governance 24 CAPITAL, CROSS-SHAREHOLDINGS, TREASURY SHARES 41 9.1.2 Changes in scope of consolidation 24

9.1.3 AMF’s Enforcement Committee 9.12 CONTROLLING COMPANIES Decision 24 AND THEIR OWNERSHIP INTEREST 9.1.4 2007/2009 Operational efficiency IN ALTRAN TECHNOLOGIES 41 plan 24 9.1.5 The operational merger in Paris 9.13 TRANSACTIONS CARRIED OUT of Altran Consulting & Information DURING THE YEAR SUBJECT Services (CIS) and Altran Telecoms, TO ARTICLE L.621-18-2 OF Electronics & Media (TEM). 25 THE FRENCH MONETARY AND FINANCIAL CODE AND 9.1.6 Issuance of a new stock option plan ARTICLE 222-15-3 OF THE and bonus share plan for employees 25 AUTORITÉ DES MARCHÉS 9.1.7 Refinancing 25 FINANCIERS’ GENERAL REGULATION 42

9.2 SITUATION OF THE COMPANIES 9.14 SHARE BUYBACKS 42 INCLUDED IN THE CONSOLIDATION SCOPE 26 9.15 INFORMATION ON THE CALCULATION METHODS 9.3 SEGMENT REPORTING 30 AND EFFECTS OF ADJUSTMENTS TO THE CONVERSION BASIS FOR 9.4 ACTIVITIES OF ALTRAN BONDS AND THE SUBSCRIPTION TECHNOLOGIES S.A. OR PURCHASE OF SECURITIES AND ITS MAIN SUBSIDIARIES 34 CONVERTIBLE OR EXCHANGEABLE INTO SHARES 42 9.5 RISKS 35 9.16 EMPLOYEE SHARE OWNERSHIP 43 9.6 RESEARCH AND DEVELOPMENT 39 9.17 STOCK OPTIONS 43 9.7 FORESEEABLE FUTURE TRENDS AND OUTLOOK 40 9.18 COMPANY MANAGEMENT – CORPORATE OFFICERS 46 9.8 SUBSEQUENT EVENTS 40 9.18.1 Composition of the Supervisory and Management Boards 46 9.9 ALTRAN TECHNOLOGIES 9.18.2 Compensation of corporate officers 58 S.A.’S COMPANY FINANCIAL STATEMENTS AND ALLOCATION OF EARNINGS 41 9.19 COMMITMENTS MADE BY THE COMPANY TO ITS CORPORATE OFFICERS 60 9.10 SUBSIDIARIES AND EQUITY HOLDINGS 41 9.20 ADDITIONAL INFORMATION 60

2007 Registration document 23 Operating and fi nancial review 9 Significant events

9.1 Signifi cant events

9.1.1 Corporate governance USM Endecar in Spain was sold on 5 February 2007. This company’s sales totalled €2 million in 2006. This disposal had a net negative The Management Board is comprised of two members: impact of €1.9 million in the fi rst half of 2007 (including -€2.4 million in capital losses arising from the deconsolidation, -€0.2 million in fees Mr Yves de Chaisemartin, Chairman; • linked to the transaction and +€0.8 million in reversal of provisions). • Mr Eric Albrand. They were appointed by the Supervisory Board on 11 January 2007, Mergers & liquidations for a period of two years, in compliance with Altran Technologies’ by- laws. Within the framework of the group’s effort to streamline its scope of consolidation Altran carried out a number of mergers and liquidations The Supervisory Board is currently comprised of the following in Switzerland, France, the United States, Belgium and the United members: Kingdom. • Mr Dominique de Calan, Chairman; • Mr Michel Sénamaud, Vice-Chairman; Creations • Mr Roger Alibault; The group created 6 new subsidiaries in 2007, namely to support the geographical diversifi cation of the US subsidiary CSI. • Mr Jacques-Etienne de T’Serclaes, Member of the Supervisory Board and Chairman of the Audit Committee, appointed on 5 March 2007 with effect from 30 March 2007. Their term of offi ce expires at the end of the Annual General Meeting 9.1.3 AMF’s Enforcement Committee held to approve the fi nancial statements for the year ended 31 December Decision 2008. On 31 May 2007, Altran group was informed of the AMF’s Enforcement Mrs Guylaine Saucier resigned from the Supervisory Board on Committee Decision relating to the accounting periods ending 15 February 2007. 31 December 2001 and 30 June 2002, imposing an administrative penalty of €1.5 million. The Committee imposed a fi ne on the company for the misconduct of its former managers who have all now left the 9.1.2 Changes in scope group. This decision does not take into account the Rapporteur’s conclusions which recommended far more moderate fi nes. This of consolidation decision penalises all of Altran’s current Shareholders for past actions. Altran has appealed against this decision. Nonetheless, the fi nancial During 2007 the group completed several transactions affecting its penalty has been paid in full. scope of consolidation including:

Acquisitions 9.1.4 2007/2009 Operational Since it became part of the group on 1 August 2007, Hilson Moran Italia efficiency plan has generated sales totalling €1.4 million. An option to purchase 75% of the share capital of the Korean subsidiary At the Shareholders’ Annual General Meeting held on 29 June 2007, Arthur D. Little Yuhan Hosea was exercised in August 2007. The Altran announced an operational effi ciency plan for 2007/2009 in an sales contribution of this company in the second half of 2007 was aim to improve group performance and signifi cantly reduce its indirect €2.8 million. costs. The objective is to cut indirect costs by at least three percentage points by 2009 reducing them to 25% of sales. In the medium term the group Disposals aims to bring indirect costs down towards the industry average of 20% The US company The Johnsson group was sold on 2 July 2007 prior of sales. to liquidation. 2006 sales totalled €12.6 million. The consequences of The fi rst measures taken in collaboration with a consulting fi rm this disposal were accounted for in the 2007 half yearly results, namely covered: the partial impairment of goodwill linked to the disposal of this activity, with a negative impact of €7 million. • sales effi ciency: reviewing the group’s sales organisation in terms of costs and effi ciency;

24 2007 Registration document Operating and fi nancial review Significant events 9

• purchasing: reviewing the steps taken to implement a group Therefore the group has decided to merge these two businesses in purchasing policy; Paris, opening up opportunities to: • WCR: reviewing performance in terms of working capital • create a new and unmatched Telecommunications offer for our CIS management; clients, mainly in the Bank and Insurance sector in which we are a key player; • support functions France: analysing the organisation and performance of the support functions France; • to expand our Information Systems offer for our TEM customers. • international support functions: analysing the organisation and The group has also appointed a new management team to boost performance of international support functions. creativity and increase shared offers between these two activities. This plan is also supported by actions taken pursuant to the former The skills and size of the Altran CIS Paris and Altran TEM teams will performance plan presented in 2005: make this new merged business the driving force behind creating the group’s value added offer. • positive effect of investments already made (IT, property, purchasing); • the group’s structure has been gradually simplifi ed since 2006 and the number of companies has been reduced by a third; 9.1.6 Issuance of a new stock option • the budget process has been reviewed; authorisation to incur plan and bonus share plan additional expenses is now subject to growth achievement; for employees

• full commitment to the execution of this plan is requested from On 20 December 2007, the group issued 2,589,830 stock options and country managers. 818,740 bonus shares to 2,191 employees. This plan represents 2.9% of the company’s share capital.

9.1.5 The operational merger in Paris of Altran Consulting 9.1.7 Refinancing

& Information Services Given the fi nancing agreement signed on 16 April 2008 with a banking (CIS) and Altran Telecoms, pool made up of four banks (see section 9.5.1 “Liquidity risk”), the Electronics & Media (TEM). scheduled increased use of factoring, cash fl ow generation expected in 2008 and cash held at group level, the group should have suffi cient Over the past few months the group has noted that both Information fi nancial resources to repay the convertible bond due on 1 January Systems and Telecommunications have experienced strong growth in 2009. France and that it is becoming harder to defi ne the frontier between Furthermore, the company has announced its plan to carry out a these two large markets. capital increase for a maximum of €130 million by 31 July 2008, which will enable it to strengthen its equity and position the group to boost its development via targeted acquisitions.

2007 Registration document 25 Operating and fi nancial review 9 Situation of the companies included in the consolidation scope

9.2 Situation of the companies included in the consolidation scope

December 2007 December 2006 (in million euros) (12 months) (12 months)

Sales 1,591 1,495 Other revenue 23 TOTAL REVENUE 1,593 1,498 CURRENT OPERATING INCOME AND EXPENSES 99 76 Other non-recurring operating income and expenses (15) (15) Goodwill impairment (14) (16) OPERATING INCOME 71 45 Cost of net financial debt (29) (23) Other financial income 65 Other financial expenses 98 Income tax (18) (16) Share of net profit/(loss) from associated companies NET PROFIT/(LOSS) BEFORE RESULTS OF DISCONTINUED AND HELD-FOR-SALE 22 4 NET PROFIT/(LOSS) AFTER TAX OF DISCONTINUED AND HELD-FOR-SALE NET PROFIT/(LOSS) 22 4 Minority interests NET PROFIT/(LOSS) ATTRIBUTABLE TO THE GROUP 22 4 Earnings per share (in euros) 0,18 0,03 Diluted earnings per share (in euros) 0,18 0,03

Current operating income (excluding non recurrent items) totalled • the Northern zone performed well, sustaining growth close to 10% €99.4 million, implying a current operating margin of 6.2% up 1.1% and containing wage increases; compared with 2006. This improved performance is due to strong • the Southern zone driven by Spain (+9.5% growth between momentum in the second half of 2007 and is due to the combination the second half of 2007 and the second half of 2006) where of four factors: restructuring measures programmed in 2008 should support • Technologies and Innovation (TI) in France returned to profi t. The recovery further; current operating margin in France came out at 5.9% in the second • the group’s holding company contributed to income optimisation half of 2007 compared with -0.1% in the fi rst half; by reducing costs, refl ecting sustained efforts to streamline the group’s central support functions.

26 2007 Registration document Operating and fi nancial review Situation of the companies included in the consolidation scope 9

(in million euros) 2007 H2 2007 H1 2007 2006 H2 2006 H1 2006

Turnover 1,591 802 789 1,495 749 746 Gross margin 518 263 255 487 236 251 % 32.5% 32.8% 32.3% 32.6% 31.5% 33.6% General fees (418) (202) (216) (411) (209) (202) % (26.3)% (25.2)% (27.4)% (27.5)% (27.9)% (27.1)% CURRENT OPERATING INCOME 99 61 39 76 27 49 % 6.2% 7.6% 4.9% 5.1% 3.6% 6.5%

Gross margin remained stable between 2006 and 2007 (32.5% vs. In France, growth was strengthened by the reorganisation of 32.6%), whilst overheads were reduced by 1.2%. The overhead rate Consulting & Information Services (CIS) and Technologies & Innovation after consolidation adjustments dropped from 27.5% in 2006 to 26.3% (TI) activities, adding transparency to operational organisation and in 2007 (note that reported data indicated an overhead rate down enabling improved effi ciency. TI France showed strong sales growth, from 28.1% in 2006 to 26.4% in 2007). particularly in the fourth quarter where the group gained market share. Current operating margin came out at 7.6% for the second half of 2007 up from 4.9% in the fi rst half. At group level, the main growth drivers are increased resources (73%) and tariffs (18%). Increased resources were most evident in the Goodwill impairment of €13.9 million was recorded in 2007 including Northern zone, whereas tariffs rose mainly in the Southern zone (Italy, €12.2 million for the fi rst half and €1.7 million for the second half. Spain) and in Germany. These three countries represent 26.5% of total group fi nancial loss (-€31.2 million) is in line with group debt. sales and 37% of growth. Net income totalled €21.6 million in 2007. The positive impact of these two drivers was heightened by a +0.5% increase in the billing rate, up from 84.1% to 84.6%.

Sales Expenses 2007 sales totalled €1,591.4 million up 6.4% compared with 2006, i.e. a €96 million increase. This growth rate takes into account the -0.6% Current operating expenses showed a mixed trend over the year, but negative impact of currency movements and the -0.4% negative scope overall sales outgrew expenses. effect. Taking each half-year separately: This increase in group sales refl ects strong performance in the • in the fi rst half of 2007, with the exception of TI France, none Northern zone, a return to growth in France and in the Southern zone of the geographical areas managed to pass on wage increases in the second half of the year. to customers, resulting in a tighter margin; the relative weight of International activities were supported by strong performance in the payroll expenses as a percentage of sales rose 1.5%, from 69% to Benelux countries, Sweden, Germany and the UK, particularly in the 70.6%; fi rst half of 2007. In the second half growth was mainly driven by Italy • however, in the second half of 2007 sales grew (+7%) at a faster and Spain. pace than payroll expenses (+2.4%), as a result of the recovery of TI France. Overall, there is a clear reduction in payroll expenses as a percentage of sales (-3 percentage points).

(in million euros) 2007 2006 2007 vs 2006

Turnover 1,591 1,495 6.4% Staff costs 1,096 1,042 5.3% % Turnover 68.9% 69.7% (0.8) pt

2007 2007 2006 2006 H2 2007 H1 2007 (in million euros) H2 H1 H2 H1 vs H2 2006 vs H1 2006

Turnover 802 789 749 746 7.0% 5.8% Staff costs* 539 557 527* 515 2.4% 8.2% % Turnover 67.3% 70.6% 70.3% 69.0% (3.0) pts 1.5 pt * In this table the €512.4 million in payroll expenses reported for 2006. do not include stock options and employee benefits for €14.4 million which are included in the notes in the registration document.

2007 Registration document 27 Operating and fi nancial review 9 Situation of the companies included in the consolidation scope

External expenses

(in million euros) 2007 2006 2007 vs 2006

Total external charges 344 320 7.5% % Turnover 21.6% 21.4% 0.2 pt Sub-contracting 111 96 15.3% % Turnover 7.0% 6.4% 0.5 pt BC Red. 4 4 6.8% % Turnover 0.2% 0.2% 0.0 pt Simple rentals and external expenses 58 54 8.0% % Turnover 3.6% 3.6% 0.1 pt Training 10 9 6.1% % Turnover 0.6% 0.6% 0.0 pt External services and fees 46 49 (7.3)% % Turnover 2.9% 3.3% (0.4) pt Transportation and travels 75 68 9.4% % Turnover 4.7% 4.6% 0.1 pt Other purchases and outside services 41 40 3.4% % Turnover 2.6% 2.7% (0.1) pt

H2 2007 vs H1 2007 vs (in million euros) H2 2007 H1 2007 H2 2006 H1 2006 H2 2006 H1 2006

Total external charges 174 170 161 159 8.5% 6.4% % Turnover 21.7% 21.5% 21.4% 21.4% 0.3 pt 0.1 pt Sub-contracting 57 53 48 48 19.8% 10.7% % Turnover 7.2% 6.7% 6.4% 6.4% 0.8 pt 0.3 pt BC red. 222218.7% (3.9)% % Turnover 0.2% 0.2% 0.2% 0.2% 0.0 pt 0.0 pt Simple rentals and external expenses 30 28 27 27 11.1% 4.9% % Turnover 3.7% 3.6% 3.5% 3.6% 0.1 pt 0.0 pt Training 5 5 5 4 (6.9)% 23.3% % Turnover 0.6% 0.6% 0.7% 0.5% (0.1) pt 0.1 pt External services and fees 23 23 24 26 (5.2)% (9.3)% % Turnover 2.8% 2.9% 3.2% 3.4% (0.4) pt (0.5) pt Transportation and travel 38 37 34 35 12.9% 6.0% % Turnover 4.7% 4.7% 4.5% 4.7% 0.2 pt 0.0 pt Other purchases and outside services 20 21 22 18 (8.1)% 17.2% % Turnover 2.5% 2.7% 2.9% 2.4% (0.4) pt 0.3 pt

External expenses rose by 7.5%, up €23.9 million, due to a hike in Due to continued efforts the group reduced fees, by 7.3% i.e. by subcontracting expenses (+15.3%, i.e. 0.5% of sales at €14.6 million) €3.6 million. which account for 61% of this increase. The Northern zone, which represents 87.5% of the total increase in group external expenses, saw a 20.8% increase in subcontracting to Cost of net fi nancial debt overcome staff shortages in a number of countries. CIS France also contributed to this increase (+46.1% rise in subcontracting), particularly Cost of net fi nancial debt corresponds mainly to fi nancial income in the second half of the year. arising from the investment of cash and cash equivalents less fi nancial “Travel expenses” (+9.4%) and “Operating leases” (+8%) explain the expenses. remainder of the increase in external expenses. These items increased The latter include primarily interest due on the convertible bond (2009 across all geographic zones, with the exception of France where OCEANE), credit lines and trade receivables due. operating lease expenses dropped 1.2%, due to the reorganisation carried out at the end of 2006. Cost of net fi nancial debt rose €5.9 million in 2007. This is mainly due to a rise in short-term interest rates.

28 2007 Registration document Operating and fi nancial review Situation of the companies included in the consolidation scope 9

Income tax The effective tax rate dropped from 45% to 34% due to a better recognition of deferred tax assets against tax losses and to lower Income tax expenses totalled €18.0 million in 2007 compared with additional taxes in Germany (“Gewerbesteuer”) and in Italy (“IRAP”). €15.8 million in 2006. This increase is primarily due to the group’s improved profi tability.

Cash fl ow

Cash fl ow statement for the years ending 31 December 2007 and 31 December 2006:

2007 2006 Change (in million euros) 12 months 12 months 2006/2007

Net financial debt at opening (1 January) (338.7) (301.5) (37.2) Net cash flow generated by business activities 53.5 9.7 43.8 Net cash flow generated by investment activities (27.6) (71.8) 44.1 Net cash flows before financing operations 25.9 (62.0) 87.9 Exchange rate impact and others (1.6) (0.6) (1.0) Impact of capital increase (Spring) 25.4 (25.4) Net financial debt at closing (31 December) (314.4) (338.7) 24.3

Net cash fl ow generated by operating activities Net cash used in investment activities Net cash fl ow generated by operating activities rose sharply Net cash used in investment activities in the year ending from €9.7 million at 31 December 2006 to €53.5 million at 31 December 2007 totalled €27.6 million compared with €71.8 million 31 December 2007. This is mainly due to: at 31 December 2006. This is due to: • increased cash fl ow (+€30 million); • lower earn-out payments (-€32 million), as the majority of the earn-out contracts have now expired; • improved working capital requirements (+€32 million), mainly linked to better recovery of trade receivables; • an asset renewal programme which is reduced compared with that of 2006, which was affected by fi ttings purchased as part of the • an increase in taxes paid (-€13 million). group’s relocation in 2006 (-€12 million).

Group net debt

Net fi nancial debt is the difference between total fi nancial liabilities and cash and cash equivalents.

(in million euros) 31/12/2007 31/12/2006 Change

2009 Convertible 197.9 197.9 - Medium-term credit line 30.7 62.4 (31.6) Short-term credit line 263.4 204.7 58.7 of which factoring 196.1 159.0 37.1 Total financial debt 492.0 464.9 27.0 Cash and cash equivalents 177.6 126.2 51.4 Net financial debt 314.4 338.7 (24.4) Employee profit sharing 10.9 14.1 (3.2) Accrued interests 34.2 27.1 7.2 Net debt 359.5 379.9 (20.4)

2007 Registration document 29 Operating and fi nancial review 9 Segment reporting

The group’s net debt has been reduced by €20.4 million to Cash and cash equivalents totalled €177.6 million at 31 December 2007 €359.5 million at 31 December 2007 (compared with €379.9 million at compared with €126.2 million at 31 December 2006. 31 December 2006).

Change in number of staff

31/12/2005 30/06/2006 31/12/2006 30/06/2007 30/12/2007

Total workforce at the end of period 16,152 16,488 17,057 17,167 17,502

H2 2005 H1 2006 H2 2006 H1 2007 H2 2007

Average workforce during the period 16,202 16,313 16,808 17,072 17,189

At 31 December 2007, the group employed 17,502 people compared For France TI, priority was given in the fi rst half of the year to reducing with 17,057 at the end of 2006. This increase of 445 employees, 75% the inter-contract rate and improving the billing rate. This cut staff of which were hired in the second half of the year, provides a solid basis turnover by almost 5% (24.8% in 2007 compared with 29.6% in 2006) for growth in 2008. while maintaining resources similar to 2006 (4,963 in 2007 compared with 4,976 in 2006). Recruitments in France rose sharply in the second The recruitment of consultants continued at an upbeat pace half of the year (58% of recruitments were made in H2 2007 compared (5,117 hired in 2007 compared with 4,947 in 2006 excluding disposals) with 53% in H2 2006), which explains the increase in the headcount in to support business growth, particularly in the Northern zone, the second half of 2007 compared with the fi rst half of 2007. CIS France and Italy. The balance of 170 offsets the 0.3% increase in consultant turnover (29.3% in 2007 compared with 29% in 2006).

9.3 Segment reporting

In accordance with IAS 14 “Segment reporting”, the primary reporting • Rest of the world: North America, Asia. segment corresponds to geographical segments and the secondary Business segments: reporting segment to business segments. • Technologies & Innovation; Altran’s geographical segments: • Consulting & Information Services; • France; • Strategy and Management consulting; • Northern zone: Germany, Austria, Benelux, Ireland, East European countries, United Kingdom, Sweden, Switzerland; • Other. • Southern zone: Andorra, Brazil, Spain, Italy, Portugal, Venezuela;

Sales by geographical area

Breakdown of sales by geographical area:

2007 2006 Inter-sector Total Total (in million euros) Sector total eliminations revenues % revenues revenues % revenues Change

France 694 21 673 42.3% 642 42.9% 4.8% North 533 18 515 32.4% 467 31.3% 10.2% South 310 5 305 19.2% 284 19.0% 7.5% Rest of the world 103 4 99 6.2% 102 6.8% (3.6)% TOTAL 1,641 (49) 1,591 100.0% 1,495 100.0% 6.4%

30 2007 Registration document Operating and fi nancial review Segment reporting 9

Sales for 2007 totalled €1,591 million up 6.4% compared with 2006, (-0.6%) along with the Rest of the world (-0.6%). The Southern zone’s i.e. an increase of €96 million. contribution rose 0.2%, due to strong activity in the second half of 2007. The contribution to group sales of the Northern zone, the group’s most profi table area, increased 1.1%, while France’s contribution decreased Breakdown of sales by country:

2007 YTD % % % YTD % % % vs (in thousands euros) 2007 revenues H2 2007 revenues H1 2007 revenues 2006 revenues H2 2006 revenues H1 2006 revenues 2006

France 672,819 42.3% 340,289 42.4% 332,530 42.1% 641,929 42.9% 315,745 42.2% 326,184 43.7% 4.8% Germany 154,302 9.7% 79,740 9.9% 74,562 9.4% 139,046 9.3% 72,185 9.6% 66,862 9.0% 11.0% Austria/PECO 7,615 0.5% 4,303 0.5% 3,312 0.4% 6,355 0.4% 3,281 0.4% 3,074 0.4% 19.8% Great-Britain/Ireland 130,430 8.2% 63,663 7.9% 66,767 8.5% 117,445 7.9% 62,663 8.4% 54,783 7.3% 11.1% Benelux 153,618 9.7% 75,686 9.4% 77,932 9.9% 131,170 8.8% 69,133 9.2% 62,037 8.3% 17.1% Switzerland 29,482 1.9% 13,714 1.7% 15,768 2.0% 40,620 2.7% 20,591 2.7% 20,029 2.7% (27.4)% Sweden 39,314 2.5% 19,598 2.4% 19,716 2.5% 32,661 2.2% 15,753 2.1% 16,908 2.3% 20.4% Romania 59 0.0% 37 0.0% 21 0.0% 0 0.0% 0 0.0% 0 0.0% Italy 156,179 9.8% 79,658 9.9% 76,521 9.7% 141,581 9.5% 70,028 9.3% 71,554 9.6% 10.3% Spain 111,480 7.0% 56,361 7.0% 55,120 7.0% 106,016 7.1% 51,492 6.9% 54,524 7.3% 5.2% Portugal 18,584 1.2% 9,169 1.1% 9,415 1.2% 19,065 1.3% 9,670 1.3% 9,395 1.3% (2.5)% Brazil/Venezuela 18,799 1.2% 9,269 1.2% 9,530 1.2% 17,080 1.1% 8,685 1.2% 8,395 1.1% 10.1% ASIA 26,022 1.6% 16,607 2.1% 9,414 1.2% 16,819 1.1% 7,175 1.0% 9,644 1.3% 54.7% USA 72,653 4.6% 33,787 4.2% 38,866 4.9% 85,561 5.7% 43,061 5.7% 42,501 5.7% (15.1)% TOTAL 1,591,356 100.0% 801,881 100.0% 789,475 100.0% 1,495,350 100.0% 749,461 100.0% 745,890 100.0% 6.4% In 2006, non-group sales (€467,3 million) were presented after intersegment eliminations, in contrast to the notes in the registration document.

Following the trend seen in 2006, sales growth (+6.4%) was generated France, and more specifi cally the TI business, which until now had by Northern European countries in 2007, led by Sweden (+20.4%) shown negative growth, reported a 4.8% increase between 2006 and followed by the Benelux countries (+17.1%), the UK (+11.1%) and 2007. Germany (+11%). Sales in Switzerland (-27.4%) and the United States (-15.1%; However, some of the Southern countries also reported double digit -9.9% excluding changes in scope of consolidation) dropped growth between the second half of 2007 and the second half of 2006, signifi cantly in 2007. such as Italy (+10.3%), and Brazil (+10.1%) with Spain following closely behind (+9.5%).

Net income by geographic zone

Northern zone

North (in million euros) YTD 2007 H2 2007 H1 2007 YTD 2006 H2 2006 H1 2006 2007 vs 2006

Turnover, non-group 533.3 266.9 266.4 485.8 253.7 232.1 9.8% Total operating income 533.9 267.3 266.6 486.1 253.9 232.2 9.8% Total operating expenses (473.0) (237.7) (235.3) (428.0) (222.9) (205.2) 10.5% Current operating income 60.9 29.6 31.3 58.1 31.0 27.1 4.8% % Current operating income 11.4% 11.1% 11.7% 12.0% 12.2% 11.7% (0.5) pt Operating income 58.5 27.3 31.2 59.3 33.1 26.2 (1.3)% % Operating income 11.0% 10.2% 11.7% 12.2% 13.0% 11.3% (1.2) pt In 2006, non-group sales (€467,3 million) were presented after intersegment eliminations, in contrast to the notes in the registration document.

2007 Registration document 31 Operating and fi nancial review 9 Segment reporting

The Northern zone reported sales growth of 9.8%, and alone, accounts Operating expenses outpaced sales (+10.5%), reducing the current for almost 50% of group growth, i.e. €47.5 million. operating margin by -0.5 point. The strong improvement in business activity entailed the need for increased resources leading the The group has now started refocusing on two key East European Northern zone to make considerable use of subcontracting. Indeed, countries offering the most business development potential, namely subcontractors alone accounted for almost half of the increase in Slovakia and the Czech Republic. external expenses (+48.4%). The growth of this very dynamic area was driven by an increase in Wage increases were contained due to close monitoring of the resources, despite a tougher recruitment environment particularly in consultant turnover rate (+2.3 points vs. 2006). Sales outgrew payroll the Netherlands (-3.7% vs 2006). expenses (+9.3%). However, a good improvement in the invoicing rate (+0.5 point) did not Operating income is down 1.3%, due to the non-recurrence of €7 million offset lower tariffs. in operating income recorded in 2006. Southern zone

South (in million euros) YTD 2007 H2 2007 H1 2007 YTD 2006 H2 2006 H1 2006 2007 vs 2006

Turnover, non-group 310.3 157.0 153.4 287.9 141.9 146.0 7.8% Total operating income 310.6 157.0 153.7 288.4 142.1 146.4 7.7% Total operating expenses (289.3) (145.9) (143.4) (274.3) (140.2) (134.1) 5.4% Current operating income 21.4 11.1 10.3 14.1 1.9 12.2 51.4% % Current operating income 6.9% 7.1% 6.7% 4.9% 1.3% 8.4% 2.0 pts Operating income 12.7 7.8 4.8 6.1 (1.2) 7.3 106.6% % Operating income 4.1% 5.0% 3.1% 2.1% (0.8)% 5.0% 2.0 pts In 2006, non-group sales (€283.7 million) were presented after intersegment eliminations. in contrast to the notes in the registration document.

Southern zone sales rose 7.8% up €22.4 million vs. 2006, accounting Subcontracting expenses in the Southern zone, which account for for 23% of group growth. 41.2% of external expenses, increased less than group subcontracting expenses (+6.8% vs +15.3%), mainly due to Italy where recruitments This improvement is due for 54.5% to higher tariffs, particularly in were still robust (+10.8% vs 2006) despite a tight employment Spain, and for 31.7% to increased resources, mainly in Italy. The positive market. impact of higher tariffs is compounded by the fact that the invoicing rate remained stable at -0.2 point vs. 2006. Operating income was affected by goodwill impairment (-€3.8 million) and non-recurring items (-€4.9 million). In contrast to the Northern zone, operating expenses for the Southern zone rose less than sales (+5.4%), resulting in a 2% improvement in current operating margin in 2007. Higher payroll expenses (+8%) accounted for 97% of this increase and refl ect strong wage infl ation.

France

France YTD 2007 H2 2007 H1 2007 YTD 2006 H2 2006 H1 2006 2007 vs 2006

Turnover, non-group 694.0 351.1 342.9 659.1 324.6 334.6 5.3% Total operating income 694.9 351.8 343.1 661.4 326.5 334.9 5.1% Total operating expenses (674.4) (331.1) (343.3) (658.6) (331.6) (327.0) 2.4% Current operating income 20.6 20.8 (0.2) 2.9 (5.1) 7.9 615.3% % Current operating income 3.0% 5.9% (0.1)% 0.4% (1.6)% 2.4% 2.5 pts Operating income 11.1 12.6 (1.5) (16.8) (15.8) (1.0) 166.1% % Operating income 1.6% 3.6% (0.4)% (2.6)% (4.9)% (0.3)% 4.2 pts In 2006, non-group sales (€641,9 million) were presented after intersegment eliminations, in contrast to the notes in the registration document.

32 2007 Registration document Operating and fi nancial review Segment reporting 9

More than 36% of group growth, i.e. €34.9 million is generated by The increase seen in operating expenses (2.4%) was lower than that France, where sales grew 5.3% in 2007. Sales in France were up +8.2% of sales, resulting in a 2.5% improvement in the current operating compared with the second half of 2006, as opposed to last year’s margin, as opposed to the trend seen in the fi rst half. The sharp rise negative growth -1.6% in H2 2006 vs. H2 2005. in subcontracting expenses incurred by the CIS business (+46.1% in France, accounting for 64.1% of the rise in operating expenses) was France has returned to growth as a result of restructuring carried out partly offset by lower fees (-15.3%) and a reduction in “Other purchases at the end of 2006. and external services” (-9.7%). As a result of a targeted reduction in the inter-contract rate, the France includes operating activities and the group holding activities Technology & Innovation business is driven by an improved invoicing which group together management and cross-functional services. The rate up 3% (accounting for almost 45% of sales increase in France), group holding central services costs totalled €28.9 million in 2007 together with robust recruitments (+10%) and a lower consultant (€19 million in H1 and €9.9 million in H2) compared with €41.8 million turnover rate (4.8%). in 2006, mainly due to lower expenses in the second half of 2007. Growth in Consulting & Information Services is due to increased Operational profi tability in France (excluding central service costs) resources (+6.2%; i.e. 32.7% of the increase in sales). Recruitment came out at 7.1% in 2007 (5.5% in the fi rst half and 8.7% in the second diffi culties (-5.4% vs 2006) and an increase in the consultant turnover half) compared with 6.7% in 2006. This refl ects improved growth due (4.1%) led the group to use subcontractors extensively. to an increased invoicing rate and contained overheads. Furthermore, the recovery felt in France is compounded by slightly higher tariffs.

Rest of the world

Rest of the world (in million euros) YTD 2007 H2 2007 H1 2007 YTD 2006 H2 2006 H1 2006 2007 vs 2006

Turnover, non-group 103.0 52.4 50.6 105.8 52.1 53.7 (2.6)% Total operating income 103.3 52.7 50.6 105.6 52.0 53.7 (2.2)% Total operating expenses (106.8) (53.5) (53.2) (104.5) (52.5) (52.0) 2.1% Current operating income (3.5) (0.9) (2.6) 1.1 (0.5) 1.6 (419.0)% % Current operating income (3.4)% (1.6)% (5.2)% 1.0% (1.0)% 3.0% (4.4) pts Operating income (11.7) (1.7) (10.1) (2.8) (2.5) (0.3) (315.4)% % Operating income (11.4)% (3.2)% (19.9)% (2.7)% (4.8)% (0.6)% (8.7) pts In 2006, non-group sales (€102,4 million) were presented after intersegment eliminations, in contrast to the notes in the registration document.

Sales in this region (Asia and the United States) dropped 2.6%, mainly Operating expenses rose 2.1%, up €2.3 million, despite signifi cant because of the United States. Indeed, in the US, the group saw a reductions in headcount, mainly at CSI. Personnel costs dropped 15.8% signifi cant slowdown in the business generated by the implementation between the second half of 2006 and the fi rst half of 2007. External of Sarbanes-Oxley (SOX) and experienced diffi culties in the energy expenses were reduced by 3% between 2007 and 2006. sector. The invoicing rate in the United States dropped 9 points on a Operating income was mainly impacted by goodwill impairment comparable basis of consolidation. (€8.7 million). Steps have been taken to offset the decline in activity at the US subsidiary CSI, by developing the SOX activity in Japan. This region’s foreign exchange impact, largely due to fl uctuations in the US dollar, accounts for more than 85% of the group’ exchange rate impact.

2007 Registration document 33 Operating and fi nancial review 9 Activities of Altran Technologies S.A. and its main subsidiaries

9.4 Activities of Altran Technologies S.A. and its main subsidiaries

The table below presents the group’s 10 main companies.

Turnover, non group (in million euros) 2007 2006 2007 vs 2006

Altran Technologies 458.2 456.4 0.4% Altran CIS (Italie) 73.1 51.4 42.2% Datacep 46.6 41.2 13.1% Arthur D. Little (Allemagne) 43.2 34.8 24.3% Altran Systèmes d’Information 39.5 42.9 (8.1)% Axiem 38.3 22.1 73.3% Altran Europe 37.7 29.7 26.7% Cambridge Consultants 35.8 29.8 20.4% Hilson Moran Partnership 35.2 25.8 36.3% Askon Consulting group 35.1 39.9 (12.1)% TOTAL OF THE 10 COMPANIES 842.7 774.0 8.9% Others 748.6 721.3 3.8% TOTAL GROUP 1,591.4 1,495.4 6.4%

Altran Technologies (TI) Datacep (CIS)

In 2006, Altran Technologies absorbed 26 companies from the TI DATACEP (CIS) is present in Paris and Lille and continued on a strong business. Operations are now organised by geographical area Paris/ growth path in 2007. The client base is mainly comprised of clients Provinces, and by business lines: Automobile, Infrastructures and from the manufacturing, energy, retail and transport industries. Transport/Aeronautics, Space and Defence/Telecoms, Electronics and Activities include technical support and information systems. Media/Energy, Industrial sectors and Life Sciences/Innovation. This reorganisation was carried out in an aim to providing better client satisfaction. It has been successful, as TI is now backing on the track Arthur D. Little (Germany) (Strategy to growth. and management consulting)

In 2007, this company maintained the strong growth initiated in 2006. Altran CIS (Italy) (CIS) Growth is due both to a strong economic environment in Germany, and also to the group’s expansion into Eastern Europe. Improved On 30 June 2006, three Italian companies made an asset contribution collaboration between the Central European offi ces has provided a to Altran CIS Italy. Therefore the comparison between 2006 and 2007 sound base for business development. Robust activity in automobile, is not relevant. energy and fi nancial institutions together with an improved billing rate, turned growth into profi ts in 2007. Altran CIS Italy groups together CIS businesses in the following markets: banking, insurance, manufacturing, media, energy, telecoms and public administration. Telecoms and banking represent 50% of CIS’ activity, with a client portfolio focused on major Italian accounts. Altran CIS Italy Altran Systèmes D’Information (CIS) operates mainly in Turin, Milan, Rome and Genoa. Insurance operations have recently been expanded to Trieste. This company is focused mainly on markets with high added value, particularly in the banking and insurance industries. The company’s This activity will be merged with Altran Italy in 2008 to group all of operations have progressed from the fi eld of information systems Altran’s Italian operations together into a single entity. The company technical support to business support, and more specifi cally on the will be organised by markets. trading fl oor. This repositioning has been detrimental to growth but has consolidated margins and granted the group a leading position on niche markets with high added value.

34 2007 Registration document Operating and fi nancial review Risks 9

Axiem (CIS) research and development projects in medical devices, telecoms and the industrial sector. Cambridge Consultants is very active in the United At the end of 2006 Axiem was absorbed by the information systems States and also acts as an incubator for research activities. business of the former company Altior and redirected operations towards its Project Management Offi ce offer. This resulted in a signifi cant improvement in tariffs. Due to this company being consolidated in 2006, the comparison between 2006 and 2007 is not Hilson Moran Partnership – HMP relevant. (Other)

Based in the United Kingdom, HMP reported 36.3% growth in 2007. HMP is active in the construction industry. Altran Europe (TI)

Altran EUROPE is based in Belgium. In 2007, this company reported 26.7% growth. The company’s projects are focused in the telecoms, Askon Consulting group (TI) media and electronic industries. Based in Germany, Askon Consulting group’s client base is comprised primarily of companies in the aeronautical and automobile industries. Due to restructuring in this sector in 2007, Askon Consulting group Cambridge Consultants (Other) reported a -12.1% decline in sales in 2007.

Cambridge Consultants is based in the United Kingdom and reported +20.4% growth in 2007. Cambridge Consultants is active in specifi c

9.5 Risks

9.5.1 Liquidity risk This refi nancing agreement grants a 5 year credit facility of €150 million, and includes €26 million in existing credit lines that were initially due On 22 December 2004 the group entered into an agreement with in 2009. its three main banks (BNP Paribas, Crédit Agricole Île de France and This credit facility enables Altran to refi nance debt, and in particular its Société Générale) for €150 million in credit lines. At 31 December 2007 convertible bond due in January 2009. the outstanding credit totalled €59.5 million. Pursuant to this termsheet the current credit lines will be rescheduled Group net debt totalled €359.5 million at 31 December 2007 reduced and the banking pool will grant an additional €126 million in medium- by €20.4 million compared with 31 December 2006. Breakdown of term credit lines by 1 January 2009. The group will therefore be granted net debt and consolidated cash fl ow are presented on page 27 of this access to €150 million due 5 years from the date of fi rst drawdown. registration document. This credit line, repayable on a half-yearly basis over 5 years from the Group ratios at 31 December 2007: date of fi rst drawdown is subject to the following conditions: • as from 2009, one third of consolidated net cash fl ow above Net debt to equity 0.88 €15 million must be allocated to debt reduction (excluding any Net debt/EBITDA before profit-sharing (financial leverage) 2.71 market operations); acquisitions in 2008 and 2009 to be limited to €10 million per year At 31 December 2007 the group did not meet its fi nancial leverage • and thereafter €40 million per year, if no operations are carried out ratio covenant which must not exceed 2.5. Altran has asked the three to strengthen equity; banks of the banking pool (BNP Paribas, Crédit Agricole Île de France and Société Générale) not to exercise the early redemption clause on • in the event of a capital increase or the issue of bonds redeemable these lines. into shares for a minimum of €100 million, Altran is authorised to make acquisitions for an aggregated amount of €50 million per year Furthermore, on 17 April 2008 Altran announced that it was in the without prior approval from the banks. process of signing a refi nancing agreement with a group of banks: BNP Paribas, Crédit Agricole Île de France, Natixis and Société Générale.

2007 Registration document 35 Operating and fi nancial review 9 Risks

The maximum cost of this credit is Euribor plus 155 basis points subject to the following ratios being met:

Net debt/EBITDA Net debt/Equity

31/12/2007 < 2.9 < 1.1 30/06/2008 < 2.9 < 1.0 31/12/2008 < 2.7 < 1.0 30/06/2009 < 2.5 < 1.0 31/12/2009 < 2.3 < 1.0 30/06/2010 < 2.1 < 1.0 31/12/2010 < 1.9 < 1.0 30/06/2011 < 1.7 < 1.0 31/12/2011 < 1.5 < 1.0 30/06/2012 < 1.3 < 1.0 31/12/2012 au 31/12/2013 < 1.0 < 1.0

These ratios will be calculated in compliance with IFRS and net debt 9.5.2 Interest rate risk corresponds to net debt excluding employee profi t-sharing and accrued interest on bond loans. At 31 December 2007, group net debt totalled €359 million comprised mainly of a convertible bond for €230 million at a 3.75% fi xed rate due on 1 January 2009. The impact of interest rate changes is therefore not signifi cant.

Breakdown by maturity of bank borrowings and fi nancial liabilities:

(in million euros) Within 1 year In 1 to 5 years Over 5 years

Financial liabilities (296) (241) - Financial assets 178 - - Net position before hedging (118) (241) - Off balance sheet (interest rate hedge) 60 - - Net position after hedging (58) (241) -

Pursuant to the credit agreement signed in December 2004, the 9.5.3 Exchange rate risk group has set up an interest rate hedge to cover at least 50% of total revolving credit commitments for a minimum term of 3 years. Altran The majority of group assets in foreign currencies are comprised of thereby manages a structural fi xed rate/variable rate position (in its investments in countries outside the Euro zone (mainly the United euros) to limit the cost of debt and uses interest rate instruments such States, Brazil, the United Kingdom, Sweden and Switzerland). as swaps, caps and fl oors subject to the limits defi ned by Management There were no fi nancial liabilities in foreign currencies outside the Euro and the credit agreement zone at 31 December 2007. In addition, the group increasingly uses more factoring contracts for In 2007, group sales generated outside the Euro zone totalled fi nancing, which are indexed against EURIBOR. €316.2 million. As the income and expenses arising out of intellectual services provided to clients are in the same currency, no foreign exchange hedging policy has been implemented.

36 2007 Registration document Operating and fi nancial review Risks 9

Commitments in foreign currencies at 31 December 2007

(in million euros) Net position in Net position Exchange rate euros before Off balance in euros after Currency Assets Liabilities Net position at 31/12/2007 hedging sheet hedging Sensitivity*

USD 77 2 75 1.4721 51 - 51 0.5 GBP 60 33 27 0.7334 37 - 37 0.4 CHF 72 7 65 1.6547 39 - 39 0.4 SEK 100 - 100 9.4415 11 - 11 0.1 SGD 37 - 37 2.1163 17 - 17 0.1 * Sensitivity to a 1% change in exchange rates.

9.5.4 Risks associated A detailed description of major litigation involving the group can be with intangible assets found in section 6 “Major litigation and contingent liabilities”. Whenever the group identifi es a risk, a conservative provision is Goodwill is not amortised but is subject to an impairment test at recorded based on advice from counsel. Total provisions made for all 31 December every year and more frequently if there are indications litigation involving the group amounted to €17.1 million at 31 December that goodwill might be impaired. 2007. The methodology used for impairment tests is set out in section 1.7 At present the criminal proceedings against Altran are ongoing, “Goodwill” for misuse of company property, forgery and disseminating false information to infl uence the share price (see section 6 “Major litigation Impairment losses recognised in the income statement totalled and contingent liabilities” of the notes to the consolidated fi nancial €13.9 million at 31 December 2007, i.e. €12.5 million for the fi rst half of statements of this registration document for details). Although Altran 2007 and €1.3 million for the second half of 2007. is not aware to date of any such information, other proceedings, Impairment losses recognised involved 6 CGUs, which corresponds to complaints and claims against the group cannot be ruled out. To Altran’s 7 companies. The carrying amount of goodwill before impairment at knowledge, there are no pending governmental, legal or arbitration 31 December 2007 totalled €488.6 million. proceedings, including any proceedings that the company is aware of, likely to have or having had over the past 12 months, signifi cant effects Impairment tests carried out on 31 December 2007, were based on on the group’s fi nancial position or profi tability, other than those a discount rate after tax (WACC) of 8.92% (compared with 8.38% in described in section 6 “Major litigation and contingent liabilities” of the 2006, i.e. a discount rate before tax of between 11% and 12%. notes to the consolidated fi nancial statements. The assumption of a 1 percentage point increase in WACC (i.e. 9.92%) would have resulted in total impairment of €18.3 million. 9.5.7 Risks associated with the convertible bond (OCEANE) 9.5.5 Environmental risk Given the fi nancing agreement signed on 16 April 2008 with a banking Altran Technologies provides intellectual services. Environmental risks pool made up of four banks (see section 9.5.1 “Liquidity risk”), the are therefore insignifi cant. scheduled increased use of factoring, cash fl ow generation expected in 2008 and cash held at group level, the group should have suffi cient fi nancial resources to repay the convertible bond due on 1 January 9.5.6 Legal risks 2009. Furthermore, the company has announced its decision to carry out a Altran Technologies charges its clients based on the time spent by capital increase for a maximum of €130 million by 31 July 2008, which its consultants. In the course of its business, the group may be faced will enable it to strengthen its equity and position the group to boost its with legal actions, concerning employment litigation or other forms of development via targeted acquisitions. claims.

2007 Registration document 37 Operating and fi nancial review 9 Risks

9.5.8 Risks associated Risks associated with a shortage of qualifi ed staff with Altran’s activity and higher payroll expenses In the innovation and technology consulting and information technology industries, employees are virtually all highly qualifi ed engineers who Risks associated with the consulting market are very sought after on the employment market in their respective fi elds. The group’s growth capacity is largely dependent on its capacity The consulting market, and particularly technology and R&D consulting, to attract, motivate and retain highly qualifi ed employees who have the and organisation and information system consulting, are subject to requisite skills and experience. The group is particularly exposed to the constant change, namely due to technological innovation, customer risk of losing its consultants to competitors or to clients on completion requirements which evolve over time, the growing globalisation of of a mission. The group devotes considerable efforts to reducing staff customers, changes in invoicing patterns and contractual commitments. turnover which is fairly high (29.4% in 2007). However, there is no Consequently, the group’s performance depends on its capacity guarantee that the group will achieve this objective or that the group to move with the changes of the industry, to use technological tools will manage to retain the qualifi ed staff needed for future growth. skilfully and to provide its customers with satisfactory services. The group may be unable to pass on payroll costs resulting from Furthermore, the technology and R&D consulting market, the group’s signifi cant changes in labour law or tighter employment market leading market, is still fragmented but there is a tendency towards conditions in the group’s main countries or sectors. greater consolidation and customers are tending to cut down on the number of suppliers. Some of the group’s competitors may have greater fi nancial, commercial, technical and human resources than Altran’s. Risks associated with the implementation These competitors could in the future conclude long-term strategic of the cost cutting strategy or contractual relationships with customers or potential customers on markets where the group operates or intends to develop operations. Pursuant to its operational effi ciency plan for 2007/2009 and based Increased competition could therefore have an impact on the group’s on the group’s outlook the group has set itself the specifi c objective market share, activity, fi nancial position and outlook. of cutting indirect costs via various measures, namely the legal restructuring of the group, reducing the number of subsidiaries. Altran’s customers are mainly major European private and public accounts. The group does not publish a list of clients as this is strategic The group has taken steps to merge subsidiaries, to create synergies information. However the group’s customer portfolio is very fragmented and economies of scale, to apply and optimise standards, controls and as in 2007 no one client represented more than 6% of total group sales; procedures and to deploy new tools. The achievement of objectives the fi ve largest customers represented 14.4% of total sales in 2007, within the allotted time span cannot be guaranteed at this stage, the 10 largest 22.6% and the fi fty largest 45.6%. and could therefore affect the group’s activity, fi nancial position and outlook.

Risks associated with potential liability as regards clients and termination of contracts Risks associated with insurance cover The relationships forged by the group with its customers, particularly The group has defi ned a policy to insure the main risks linked to it as regards cost-plus service, are sometimes formalised only by one- business (see below for details) and ensures that these policies are off orders. Typically cost-plus service orders often do not stipulate the extended to cover all group subsidiaries, subject to standard market conditions for renewal and sometimes provide for termination with exclusions, limits and deductibles. only short-term notice requirements. This may provide a certain factor Subject to standard market exclusions, the group considers that its of uncertainty which could affect the group’s activity, fi nancial position current insurance cover is reasonable, as deductibles are consistent and outlook. with the frequency of losses. However, the company cannot guarantee In addition, the vast majority of services provided by the Altran group that all claims made by third parties or losses suffered are, and will in the companies are billed on a time basis at a fi xed rate. group companies future be, covered by insurance, nor that the current insurance policies are only bound by an obligation of means. In the event of fi xed rate will always be suffi cient to cover the cost and damages resulting from contracts, accounting principles as regards the recognition of revenue, Altran’s liability being incurred. In the event a loss is not covered by the require an assessment of risk on completion. Margins are only insurance policies or signifi cantly exceeding their limits or where the recognised once it is established that there is no risk of them being insurer demands signifi cant reimbursement, the resulting costs and jeopardized due to a duty to achieve a given result. damages could affect the group’s fi nancial position.

38 2007 Registration document Operating and fi nancial review Research and development 9

Altran Technologies’ insurance policies are in line with the group’s Complementary health insurance, providence insurance business and standard market conditions and are underwritten with and personal assistance insurance reputable insurance companies. Altran Technologies’ employees benefi t from providence and complementary health insurance and personal assistance insurance Liability when they travel abroad on business, all of which provide standard 1- Professional liability, product liability and operational third market cover. party liability insurance: This master policy, negotiated by Altran One-off insurance policies can be underwritten to cover specifi c Technologies is due to cover all group subsidiaries (excluding Altran contracts for a limited period of time. Technologies’ US and Canadian subsidiaries which are covered by local policies), and covers the insured companies in the course of their business for liability for bodily injury, property damage and fi nancial loss caused to third parties. 9.5.9 Investment risks 2- Aviation insurance: this covers Altran Technologies and those The majority of liquidities are invested in: subsidiaries expressly cited which operate in the fi eld of aviation. It covers the fi nancial loss resulting from liability incurred due to • money market securities (SICAV); products and intellectual services in engineering sciences or due to • negotiable debt securities; fl ight interruption. • foreign currency deposit accounts (GBP/USD and CHF). 3- Environmental liability insurance: this global policy only covers those group companies expressly cited. It covers fi nancial loss Interest for the above investments is based on EONIA or LIBOR for resulting from liability incurred due to property damage, intangible foreign currencies. The sensitivity of these investments, based on a loss, bodily injury, caused by damage to the environment resulting 10% fl uctuation of the benchmark index (EONIA or LIBOR), is 0.40%. from the occurrence of unforeseeable events in the course of the The group is currently defi ning a procedure to determine how liquidities group’s business. should be used by each subsidiary and at group level. Fleet insurance Most of the guidelines are based on two main principles: The use of motor vehicles by employees for business purposes is • all cash surpluses are to be invested with Altran’s Global Management covered by group policies which provide standard market cover. Treasury Services (GMTS, company governed by French law); in allocating these cash surpluses, GMTS gives priority to the Offi ce insurance • repayment of loans and/or uses money market instruments with The group has offi ce insurance to cover losses arising from damage sensitivity and volatility rates of less than 1% per annum. to goods, furniture and fi xtures and insured parties (fi re, theft, water damage, machinery breakdowns, etc.). At 31 December 2007 the market value of the group’s marketable securities totalled €97.5 million. The group does not make investments involving signifi cant risk.

9.6 Research and development

At group level, research and development expenses totalled €4.8 million No research and development expenses were capitalised by Altran at 31 December 2007. Technologies.

2007 Registration document 39 Operating and fi nancial review 9 Subsequent events

9.7 Foreseeable future trends and outlook

Altran has set the following four goals for 2008: • refi nance medium-term borrowings. • achieve a growth rate equal to or above that for its markets in These goals are part of Altran’s new strategy, Action 4, which should France and other countries; allow the company to reach the following targets by 2010: • boost profi tability by cutting overhead expenses; • sales of €2 billion; and • manage cash fl ow effectively, with a particular focus on controlling • EBIT margin of 8%-10%. customer outstandings; and

9.8 Subsequent events

At the end of 2007 group Management presented a Business The Funds managed by Apax Partners SA have committed to subscribing Development plan concerning its organisation and information systems all new shares that are unsubscribed by existing Shareholders through consulting activities in France. the exercise of their pre-emptive subscription rights, at an issue price per share of between €5 and €6. This plan involves merging the Altran CIS Paris companies, which are subsidiaries of Altran Technologies, into a single entity to be called A prospectus will be drawn up for approval by the Autorité des Marchés Altran CIS. The merger is due to be completed on 30 April 2008, with Financiers, prior to the transaction. retroactive effect for accounting and taxation purposes from 1 January The Apax Funds have concluded an agreement with Messrs Alexis 2008. To that purpose, on 5 March 2008 Altran Technologies sold Kniazeff and Hubert Martigny, the founding Shareholders of Altran shares to its subsidiary Altran Systèmes d’Information so that the latter Technologies, under which, subject to the capital increase, the founders would fully own the companies that it is due to absorb. agree to: This Business Development plan is in line with the Group’s ambition to • sell 6 million company shares to the Apax Funds i.e. 5.1% of the position Altran CIS as a leading player in its market, and to grant it the issued capital; opportunity of achieving this ambition via: • transfer all the pre-emptive subscription rights attached to their • a strong positioning with clearly distinguished activities; remaining shares to Apax Funds; • a sustainable growth model. • contribute all the voting rights attached to their remaining shares to This announcement is in line with other steps taken by the group over a partnership that Apax Partners will manage and represent at the the past two years to restructure the group’s activities in France, such Shareholders General Meetings for an initial period of 6 years. as the merger of the 26 French Innovation and Technology Consulting At the next Shareholders General Meeting, the Shareholders will be companies into a single entity, and the operational merger of its asked to approve the appointment of two additional members to the Organisation and Information System Consulting. Supervisory Board who will represent the Apax Funds. On 17 April 2008, Altran Technologies announced plans to proceed In conjunction with the new shareholding structure, Apax Partners and with a capital increase with pre-emptive subscription rights up to a the company will also seek to implement an investment mechanism for maximum amount of €130 million, which is expected to be completed the company’s key managers. before 31 July 2008.

40 2007 Registration document Operating and fi nancial review Controlling companies and their ownership interest in Altran Technologies 9

9.9 Altran Technologies S.A.’s company fi nancial statements and allocation of earnings

Altran Technologies S.A. is the parent company of the Altran group. It After €7.5 million in tax income and tax credits the group recorded has both operational activities and group level functional activities. net earnings of €9,869,014.07 for the year ending 31 December 2007, which the Board proposes to allocate in full to retained earnings. Altran Technologies’ sales in 2007 totalled €494 million compared with €491 million in 2006. Retained earnings will now total €59,319,824.00. Operating profi t totalled €3.2 million compared with a loss of As a reminder: €7.1 million in 2006. • non-tax deductible expenses: €13,951,031; Financial income totalled €5.8 million compared with total fi nancial • including total non-tax deductible expenses pursuant to article 39.4 expenses of €3.1 million in 2006. of the French Tax Code: €740,310 and corresponding tax: Extraordinary items totalled -€6.6 million in 2007 compared with - €246,770. €4.1 million in 2006. As required by law, we inform you that no dividends have been paid out for the past three fi scal years.

9.10 Subsidiaries and equity holdings

During 2007 the group completed several transactions affecting its Disposals & liquidations scope of consolidation, including: USM Endecar in Spain was sold at the beginning of 2007. The Johnsson group in the US was liquidated in 2007 after its business Acquisitions was sold. As part of the streamlining of its scope of consolidation Altran carried The group made no acquisitions of companies incorporated in France. out a number of mergers in Belgium, the United States, France, Sweden However in August 2007 the group did acquire the following stakes in and Switzerland. foreign companies: • 75% of Arthur D. Little Yuhan Hosea in South Korea; • 100% of Hilson Moran Italia in Italy.

9.11 Information on the share capital, cross-shareholdings, treasury shares

Information on Altran’s capital structure is presented in chapter 18 “Major Shareholders” of this registration document.

9.12 Controlling companies and their ownership interest in Altran Technologies

None.

2007 Registration document 41 Operating and fi nancial review 9 Information on the calculation methods and effects of adjustments to the conversion basis for bonds and the subscription or purchase of securities convertible or exchangeable into shares

9.13 Transactions carried out during the year subject to article L.621-18-2 of the French Monetary and Financial Code and article 222-15-3 of the Autorité des Marchés Financiers’ General Regulation

On 3 August 2007, Jacques-Étienne de T’Serclaes, Supervisory Board On 4 December 2007, Michel Senamaud, Vice-Chairman of the Member, purchased 1,500 Altran shares at €9,225, bringing his total Supervisory Board, purchased 3,000 Altran shares at €4.19 per share, share ownership to 2,500 shares. His wife owns 300 Altran shares, or a total of €12,570. which were purchased at €72.01 per share before Jacques-Étienne de No other members of the Supervisory Board or Management T’Serclaes was appointed to the Supervisory Board. Board bought or sold any Altran shares during the fi scal year ended 31 December 2007.

9.14 Share buybacks

The Ordinary and Extraordinary Shareholders’ Meeting on • in its Fifth Resolution, authorise the company to trade in its own 29 June 2007, voting with a quorum present and under the majority shares in order to, among other purposes, mediate the Altran share criteria for Annual General Meetings, resolved to: price. This authorisation has not been used to date. • annul with immediate effect the unused portion of the share Altran did not purchase any of its 2009 OCEANE convertible bonds buyback authorisation given by the Ordinary and Extraordinary in 2007. Shareholders’ Meeting on 8 June 2006; and

9.15 Information on the calculation methods and effects of adjustments to the conversion basis for bonds and the subscription or purchase of securities convertible or exchangeable into shares

None.

42 2007 Registration document Operating and fi nancial review Stock options 9

9.16 Employee share ownership

Altran employees owned 3,109,117 Altran shares, or 2.6% of the transaction had borrowed 1,600,000 Altran shares from the funds. company’s shares and 2.2% of its voting rights, at 31 December 2007 As a result, the funds now have voting rights on 1,509,117 Altran shares, through three company-sponsored mutual funds. Most of these shares or 1.3% of the company’s shares and 1.1% of its voting rights. were obtained through an employee share ownership plan introduced The bank has committed to making its best effort, subject to market in the fi rst half of 2006. conditions, to return the shares to the funds at Annual General The funds in the employee share ownership plan are able to use Meetings so that the funds can exercise the full voting rights attached leverage, and at 31 December 2007 the bank arranging the initial to their shares.

9.17 Stock options

Share subscription options

On 20 December 2007, the group issued 2,589,830 stock options and 818,740 bonus shares to 2,191 employees. This plan represents 2.9% of the company’s share capital.

Stock options Plan Plan Plan Plan Plan Plan Plan Share subscription plan and bonus shares 2000(a) 2001(a) 2003(a) 2003(a) (b) 2004 2005 2005

Date of AGM 26/06/1996 17/06/1999 17/06/1999 17/06/1999 28/06/2004 28/06/2004 28/06/2004 Date of Board of Directors and Management Board meeting 11/04/2000 10/10/2001 11/03/2003 24/06/2003 29/06/2004 15/06/2005 20/12/2005 Total number of shares that may be subscribed or allocated at the grant date 845,792 642,880 3,948,993 336,191 2,762,000 340,000 2,630,000 of which executive officers 67,242 186,785 80,000 200,00 210,000 of which number of shares that may be subscribed by or allocated to the 10 highest paid employees 144,892 85,708 875,218 106,734 510,000 140,000 635,000 Number of shares subscribed at 31 December 2006 ------Options expired during the year Beginning of exercise period 01/07/2004 10/10/2005 12/03/2007 25/06/2007 30/06/2008 16/06/2009 21/12/2009 Date of final grant of bonus shares Expiration date 11/04/2005 10/10/2006 11/03/2011 24/06/2011 29/06/2012 15/06/2013 20/12/2013 End of lock-in period for bonus shares Subscription price/reference share price (in euros) 76.20 39.34 2.97 6.73 9.37 7.24 9.62 Black Black Black Black Black Valuation method used & Scholes & Scholes & Scholes & Scholes & Scholes Number of shares that may be subscribed or allocated at 31/12/2006 2,233,349 225,119 1,859,498 131,000 2,096,000 Options granted in 2007 Options forfeited in 2007 95,268 13,570 167,250 169,500 Options exercised in 2007 911,725 Number of shares that may be subscribed or allocated at 31/12/2007 1,226,356 211,549 1,692,248 131,000 1,926,500 (a) After the capital increase for cash with pre-emptive subscription rights maintained on 23 December 2003, the exercise price and the number of shares in each plan were adjusted to take into account the issue of 20,807,584 new shares. (b) On 8 June 2006, the Ninth Resolution of the Extraordinary Shareholders General Meeting modified the vesting period of the plan dated 24 June 2003, extending it from 5 to 8 years.

2007 Registration document 43 Operating and fi nancial review 9 Stock options

Stock options Bonus shares Plan 2007 Plan 2007 Share subscription and bonus share plan Plan 2007 France Other countries

Date of AGM 29/06/2005 29/06/2005 29/06/2005 Date of Board of Directors and Management Board meeting 20/12/2007 20/12/2007 20/12/2007 Total number of shares that may be subscribed or allocated at the grant date 2,589,830 482,240 336,500 of which executive officers 100,000 of which number of shares that may be subscribed by or allocated to the 10 highest paid employees 340,000 93,240 Number of shares subscribed at 31 December 2006 - - - Options expired during the year Beginning of exercise period 21/12/2011 Date of final grant of bonus shares 21/12/2009 21/12/2011 Expiration date 20/12/2015 End of lock-in period for bonus shares 20/12/2011 20/12/2011 Subscription price/reference share price (in euros) 4.29 4.00 4.00 Valuation method used Hull&White CNC binomial CNC binomial Number of shares that may be subscribed or allocated at 31/12/2006 Options granted in 2007 2,589,830 482,240 336,500 Options forfeited in 2007 1,000 Options exercised in 2007 Number of shares that may be subscribed or allocated at 31/12/2007 2,589,830 481,240 336,500

The following table details the adjustments made to stock option plans following the rights issue on 23 December 2003:

(in euros) Adjusted Number Adjusted number Factor used to adjust Plan Exercise price exercise price of options of options the number of options

Granted on 11 March 2003 3.17 2.97 3,699,845 3,948,993 1.06734 Granted on 24 June 2003 7.18 6.73 314,980 336,191 1.06734

Summary table

Number Potential of securities number in issue Type of potentially dilutive security Issue date Exercise price of new shares at 31.12.2007 Dilution %

Stock options 11 March 2003 2.97 3,948,993 1,226,356 1.04% Stock options 24 June 2003 6.73 336,191 211,549 0.18% Stock options 29 June 2004 9.37 2,762,000 1,692,248 1.43% Stock options 15 June 2005 9.32 340,000 131,000 0.11% Stock options 20 December 2005 9.67 2,630,000 1,926,500 1.63% Stock options 20 December 2007 4.29 2,589,830 2,589,830 2.19% TOTAL STOCK OPTIONS 12,607,014 7,777,483 6.58% Bonus shares 20 December 2007 4.29 818,740 817,740 0.69% 2009 OCEANE convertible bonds 9 July 2004 12.70 18,110,236 18,110,236 15.32% TOTAL 31,535,990 26,705,459 22.59%

No stock options were granted to Supervisory Board members in 2007.

44 2007 Registration document Operating and fi nancial review Stock options 9

On 20 December 2007, the Management Board granted 50,000 stock All options are for the purchase of new shares. options to each Management Board member after obtaining approval No bonus shares were granted to corporate offi cers. from the Supervisory Board, as required by article 14.1 of the Articles of Association, and upon the recommendation of the Remuneration and On 4 February 2008, the Supervisory Board resolved that any shares Appointment Committee. obtained from the exercise of these options must be held until the Management Board member owning the shares leaves the company. The details of these stock options are given in the table below.

Stock options granted to Mr Yves de Chaisemartin, Chairman of the Management Board

Stock options granted on 20 December 2007

Exercise price 4.29 Expiration date 20 December 2015 Number of options granted during the fiscal year 50,000 Number of options exercised during the fiscal year - Number of options existing at 31 December 2007 50,000

Stock options granted to Mr Éric Albrand - Member of the Management Board

Granted on Granted on Granted on Granted on Granted on 11 March 2003 24 June 2003 29 June 2004 20 December 2005 20 December 2007

Exercise price 2.97 6.73 9.37 9.62 4.29 Expiration date 11 March 2011 24 June 2008 29 June 2012 20 December 2013 20 December 2015 Number of options granted during the fiscal year 42,693 106,734 80,000 90,000 50,000 Number of options exercised during the fiscal year - - - - - Number of options existing at 31 December 2007 42,693 106,734 80,000 90,000 50,000

Number of treasury shares purchased or sold during the period in connection with employee profi t sharing

None.

Share price fl uctuation risk

None.

2007 Registration document 45 Operating and fi nancial review 9 Company management – Corporate officers

9.18 Company management – Corporate offi cers

9.18.1 Composition of the Supervisory and Management Boards

Composition of the Supervisory Board

Name First appointed Term of offices expires Positions held

AGM approving fiscal year Mr Dominique de Calan 29/06/2005 ending 31/12/2008 Chairman and Member of the Supervisory Board AGM approving fiscal year Vice-Chairman and Member Mr Michel Sénamaud 29/06/2005 ending 31/12/2008 of the Supervisory Board AGM approving fiscal year Mr Roger Alibault 29/06/2005 ending 31/12/2008 Member of the Supervisory Board 5/3/2007 AGM approving fiscal year Member of the Supervisory Board Mr Jacques Étienne de T’Serclaes Effective 30/03/2007 ending 31/12/2008 and Chairman of the Audit Committee

On 29 September 2006, the Supervisory Board appointed On 29 June 2007, the Ordinary and Extraordinary Shareholders’ Mr Dominique de Calan as Chairman of the Supervisory Board to Meeting approved the appointment Mr Jacques-Étienne de T’Serclaes replace Mr Yves de Chaisemartin, who resigned. as member of the Supervisory Board. His term of offi ce is due to expire at the end of the Annual General Meeting held to approve the fi nancial statements for the fi scal year ended 31 December 2008.

Composition of the Management Board Composition of the supervisory board:

Name First appointed Term of offices expires Positions held

Mr Yves de Chaisemartin 24/09/2006 10/01/2009 Chairman of the Management Board Mr Éric Albrand 30/06/2005 10/01/2009 Member of the Management Board

On 11 January 2007, the Supervisory Board accepted the resignation On the same date, the Supervisory Board appointed Messrs. Yves of Messrs. Yves de Chaisemartin and Eric Albrand as Chairman of de Chaisemartin and Eric Albrand for two years, as Chairman of the Management Board and Member of the Management Board the Management Board and Member of the Management Board respectively. respectively.

46 2007 Registration document Operating and fi nancial review Company management – Corporate officers 9

Positions of corporate offi cers held in companies other than Altran Technologies, over the past fi ve years Mr Yves de Chaisemartin – Chairman of the Management Board

First appointed Term of office expires Positions held Name of the company

2003 06/10/1994 23/12/2004 Manager Journaphone 06/10/1994 29/09/2003 Procorec 06/10/1997 23/12/2004 Promolouvre 06/10/1994 23/12/2004 Promoporte 01/01/2002 23/02/2003 Publicité Annonces 01/01/2002 22/12/2004 SCPI 17/12/1999 26/01/2005 Chairman and CEO SMRL 10/12/2001 21/12/2004 Soc Invest 1 10/12/2001 21/12/2004 Soc Invest 2 12/12/2002 04/01/2005 Soc Invest 3 12/12/2002 21/12/2004 Soc Invest 4 01/01/2002 June 2005 Conseil Supérieur Messageries 29/09/2003 31/10/2003 Liquidator Procorec 23/06/1999 13/12/2004 Chairman of the Management Board Société de gestion du Figaro 30/01/2002 08/07/2004 Socpresse 26/02/2002 02/03/2005 Vice-Chairman Figaro Holding 31/03/2003 26/10/2004of the Supervisory Board Express Expansion group 10/06/2001 26/05/2005 Sole Director GIE du 31 rue des Jeuneurs 27/01/1998 28/04/2005 Director Cadremploi 25/07/2000 26/10/2004 Delaroche S.A. 12/06/2001 13/05/2005 Explorimmo 01/01/2002 26/10/2004 Le Bien Public 30/07/1999 23/12/2004 Publiprint 30/06/1997 30/09/2004 Société du Figaro 12/12/2002 04/01/2005 Soc Invest 3 04/12/2002 17/12/2004 Voix Du Nord Investissement 31/01/2003 Editions Génération 22/06/2000 L’Est Républicain 24/06/2002 15/11/2003 Member of the Supervisory Board Vivolio 02/10/2001 14/02/2005 FCNA 24/07/2002 14/11/2003 Member of the Executive Committee Moteurprint 30/06/1993 30/06/2004 Director Nord Éclair Belge (Belgium) 26/06/2002 27/06/2005 Managing Director Rossel et Cie S.A. (Belgium) 01/01/2002 01/10/2004 Director Board of Directors Figaro Magazine YK (Japan) 2004 06/10/1994 23/12/2004 Manager Journaphone 06/10/1994 23/12/2004 Promolouvre 06/10/1994 23/12/2004 Promoporte 01/01/2002 22/12/2004 SCPI 22/06/2004 15/07/2004 TVES 01/01/2002 June 2005 Chairman and CEO Conseil Supérieur Messageries 17/12/1999 26/01/2005 SMRL 10/12/2001 21/12/2004 Soc Invest 1 10/12/2001 21/12/2004 Soc Invest 2 12/12/2002 04/01/2005 Soc Invest 3 12/12/2002 21/12/2004 Soc Invest 4

2007 Registration document 47 Operating and fi nancial review 9 Company management – Corporate officers

First appointed Term of office expires Positions held Name of the company 10/06/2001 26/05/2005 Sole Director GIE du 31 rue des Jeuneurs 17/03/2004 30/06/2007 Director Réunion des Musées Nationaux (RMN) 27/01/1998 28/04/2005 Director Cadremploi 25/07/2000 26/10/2004 Delaroche S.A. 31/01/2003 Editions Génération 12/06/2001 Explorimmo 22/06/2000 L’Est Républicain 01/01/2002 26/10/2004 Le Bien Public 30/07/1999 23/12/2004 Publiprint 30/06/1997 30/09/2004 Société du Figaro AGO 12/12/2002 04/01/2005 Soc Invest 3 04/12/2002 17/12/2004 Voix Du Nord Investissement 23/06/1999 13/12/2004 Chairman of the Management Board Société de gestion du Figaro 30/01/2002 08/07/2004 Socpresse 26/02/2002 02/03/2005 Vice-Chairman Figaro Holding 31/03/2003 28/10/2004of the Supervisory Board Group Express Expansion 02/10/2001 14/02/2005 Member of the Supervisory Board FCNA 08/07/2004 30/09/2004 Chief Executive Socpresse 30/06/1993 30/06/2004 Managing Director Nord Éclair Belge (Belgium) 26/06/2002 27/06/2005 Rossel et Cie S.A. (Belgium) 01/01/2002 01/10/2004 Director Board of Directors Figaro Magazine (Japan) 2005 07/12/1999 26/01/2005 Chairman and CEO SMRL 12/12/2002 04/01/2005 Soc Invest 3 01/01/2002 June 2005 Conseil Supérieur Messageries 10/06/2001 26/05/2005 Sole Director GIE Du 31, rue des Jeuneurs 27/01/1998 28/04/2005 Director Cadremploi 31/01/2003 18/04/2005 Editions Génération 12/06/2001 13/05/2005 Explorimmo 22/06/2000 L’Est Républicain 12/12/2002 04/01/2005 Soc Invest 3 17/03/2004 30/06/2007 Réunion des Musées Nationaux (RMN) Vice-Chairman 26/02/2002 02/03/2005 of the Supervisory Board Figaro Holding 02/10/2001 14/02/2005 Member of the Supervisory Board FCNA September 2005 Chief Executive Marianne July 2005 Senior Advisor Carlyle Europe 26/06/2002 27/06/2005 Managing Director Rossel et Cie S.A. (Belgium) 27/06/2005 Director Rossel et Cie S.A. (Belgium) 2006 02/10/2006 Chairman Fondation pour l’innovation Altran September 2005 Chief Executive Marianne February 2006 Director Marianne 22/06/2000 L’Est Républicain 17/03/2004 30/06/2007 Réunion des Musées Nationaux (RMN) July 2005 Senior Advisor Carlyle Europe 27/06/2005 Director Rossel et Cie (Belgium and Lille) 19/10/2006 Director Cambridge Consultants Ltd (Altran group) (England)

48 2007 Registration document Operating and fi nancial review Company management – Corporate officers 9

First appointed Term of office expires Positions held Name of the company 2007 02/10/2006 Chairman Fondation pour l’innovation Altran September 2005 Chief Executive Marianne February 2006 Director Marianne 22/06/2000 L’Est Républicain 17/03/2004 30/06/2007 Réunion des Musées Nationaux (RMN) 17/04/2007 Chairman of the Board of Directors Musée Rodin July 2005 Senior Advisor Carlyle Europe 27/06/2005 Director Rossel et Cie (Belgium and Lille) 06/09/2007 Representative of Altran Technologies S.A. in Axiem (Altran group) 19/10/2006 Director Cambridge Consultants Ltd (Altran group) (England) 26/03/2007 Director Altran Technologies India Ltd (India)

Mr Eric Albrand – Member of the Management Board

First appointed Term of office expires Positions held Name of the company

2003 10/11/2003 Director Altran (Switzerland) S.A. 24/04/2003 Altran Belgium S.A. 28/04/2003 Altran Consulting Solutions, Inc. 28/04/2003 Altran Consulting Systems, Inc. 13/06/2003 Altran Luxembourg S.A. 03/06/2003 Altran Technologies, Inc. 28/04/2003 Altran USA, Inc. 28/04/2003 Arthur D. Little North America, Inc. (Altran group) 28/04/2003 Arthur D. Little, Inc. (Altran group) 29/04/2003 FCI Microconnections 01/03/2003 FCI Connectors UK Ltd Slivarente 20/10/2003 Manager/Director/ Altran Austria GmbH 13/05/2003 “Geschäftsführer” Altran Deutschland GmbH 23/04/2003 Altran Holdings (Singapore) Pte Ltd 11/06/2003 Altran International B.V. 23/04/2003 Altran Ireland Ltd 16/05/2003 Altran Italia, S.R.L. 11/06/2003 Altran Netherlands B.V. 21/05/2003 Altran Portugal S.G.P.S. Ltda. 23/04/2003 Altran UK Ltd 12/06/2003 International Business Development Ltd (Altran group) 23/04/2003 Company secretary Altran Ireland Ltd 23/04/2003 Altran UK Ltd 28/04/2003 Treasurer and secretary Altran Consulting Solutions, Inc. 28/04/2003 Altran Consulting Systems, Inc. 28/04/2003 Altran USA, Inc. 28/04/2003 Manager ACS Holdings, L.L.C. (Altran group) 17/09/2003 “Apoderado” Ubica Solutions, S.L. (Altran group)

2007 Registration document 49 Operating and fi nancial review 9 Company management – Corporate officers

First appointed Term of office expires Positions held Name of the company 2004 10/11/2003 Director Altran (Switzerland) S.A. 24/04/2003 Altran Belgium S.A. 28/04/2003 Altran Consulting Solutions, Inc. 28/04/2003 Altran Consulting Systems, Inc. 13/06/2003 Altran Luxembourg S.A. 03/06/2003 Altran Technologies, Inc. 28/04/2003 Altran USA, Inc. 09/11/2004 Altran USA Holdings, Inc. 28/04/2003 Arthur D. Little North America, Inc. (Altran group) 28/04/2003 Arthur D. Little, Inc. (Altran group) Slivarente 20/10/2003 Manager/Director/ Altran Austria GmbH 13/05/2003 “Geschäftsführer” Altran Deutschland GmbH 23/04/2003 Altran Holdings (Singapore) Pte Ltd 11/06/2003 Altran International B.V. 23/04/2003 Altran Ireland Ltd 16/05/2003 Altran Italia, S.R.L. 11/06/2003 Altran Netherlands B.V. 21/05/2003 Altran Portugal S.G.P.S. Ltda. 23/04/2003 Altran UK Ltd 12/06/2003 International Business Development Ltd (Altran group) 23/04/2003 Company secretary Altran Ireland Ltd 23/04/2003 Altran UK Ltd 28/04/2003 Treasurer and secretary Altran Consulting Solutions, Inc. 28/04/2003 Altran Consulting Systems, Inc. 05/01/2004 Altran Corporation 28/04/2003 Altran USA, Inc. 28/04/2003 Manager ACS Holdings, L.L.C. (Altran group) 17/09/2003 “Apoderado” Ubica Solutions, S.L. (Altran group) 03/03/2004 Strategy Consultors C.P.O.E., S.L. (Altran group) 2005 10/11/2003 Director Altran (Switzerland) S.A. 24/04/2003 Altran Belgium S.A. 28/04/2003 Altran Consulting Solutions, Inc. 28/04/2003 Altran Consulting Systems, Inc. 13/06/2003 Altran Luxembourg S.A. 01/10/2005 Altran Technologies, Inc. 28/04/2003 Altran USA, Inc. 09/11/2004 Altran USA Holdings, Inc. 28/04/2003 Arthur D. Little North America, Inc. (Altran group) 28/04/2003 Arthur D. Little, Inc. (Altran group)

50 2007 Registration document Operating and fi nancial review Company management – Corporate officers 9

First appointed Term of office expires Positions held Name of the company 20/10/2003 Manager / Director / Altran Austria GmbH 13/05/2003 “Geschäftsführer” / “Consejero Altran Deutschland GmbH delegado” 27/07/2005 Altran Estudios Servicios y Proyectos, S.L. 23/04/2003 Altran Holdings (Singapore) Pte Ltd 11/06/2003 Altran International B.V. 23/04/2003 Altran Ireland Ltd 16/05/2003 Altran Italia, S.R.L. 11/06/2003 Altran Netherlands B.V. 21/05/2003 Altran Portugal S.G.P.S. Ltda. 23/04/2003 Altran UK Ltd 06/07/2005 CGS Executive Search S.A.R.L. (Altran group) 06/07/2005 Ethnos S.A.R.L. (Altran group) 12/06/2003 International Business Development Ltd (Altran group) Representative of Altran Luxembourg S.A. in DCE Consultants 30/05/2005 Luxembourg S.A. (Altran group) 31/05/2005 Altran Technologies S.A. in Altran Luxembourg S.A. 23/04/2003 Company secretary Altran Ireland Ltd 23/04/2003 Altran UK Ltd 28/04/2003 Altran Consulting Solutions 28/04/2003 Treasurer and secretary Altran Consulting Systems, Inc. 05/01/2004 Altran Corporation 28/04/2003 Altran USA, Inc. 28/04/2003 Manager ACS Holdings, L.L.C. (Altran group) 17/09/2003 “Apoderado” Ubica Solutions, S.L. (Altran group) 03/03/2004 Strategy Consultors C.P.O.E., S.L. (Altran group) 2006 10/11/2003 Director Altran (Switzerland) S.A. 24/04/2003 Altran Belgium S.A. 13/06/2003 Altran Luxembourg S.A. 09/11/2004 Altran USA Holdings, Inc. 20/10/2003 Manager/Director/ Altran Austria GmbH 13/05/2003 “Geschäftsführer”/“Consejero Altran Deutschland GmbH delegado” 27/07/2005 Altran Estudios Servicios y Proyectos, S.L. 23/04/2003 Altran Holdings (Singapore) Pte Ltd 11/06/2003 Altran International B.V. 23/04/2003 Altran Ireland Ltd 16/05/2003 Altran Italia, S.R.L. 11/06/2003 Altran Netherlands B.V. 21/05/2003 Altran Portugal S.G.P.S. Ltda. 23/04/2003 Altran UK Ltd 06/07/2005 29/12/2006 CGS Executive Search S.A.R.L. (Altran group) 06/07/2005 Ethnos S.A.R.L. (Altran group) 12/06/2003 International Business Development Ltd (Altran group) Representative of Altran Luxembourg S.A. in DCE Consultants 30/05/2005 Luxembourg S.A. (Altran group) 31/05/2005 Altran Technologies S.A. in Altran Luxembourg S.A. 23/04/2003 Company secretary Altran Ireland Ltd 23/04/2003 Altran UK Ltd 03/03/2004 “Apoderado” Altran D.S.D., S.L.

2007 Registration document 51 Operating and fi nancial review 9 Company management – Corporate officers

First appointed Term of office expires Positions held Name of the company 2007 10/11/2003 Director Altran (Switzerland) S.A. 24/04/2003 Altran Belgium S.A. 13/06/2003 Altran Luxembourg S.A. 09/11/2004 Altran USA Holdings, Inc. 20/10/2003 Manager/Director/ Altran Austria GmbH 13/05/2003 “Geschäftsführer”/“Consejero Altran Deutschland GmbH delegado”/“Amministratore delegato 27/07/2005 Altran Estudios Servicios y Proyectos, S.L. del consiglio”/“Consejo delegado” 23/04/2003 Altran Holdings (Singapore) Pte Ltd 11/06/2003 Altran International B.V. 23/04/2003 Altran Ireland Ltd 16/05/2003 Altran Italia, S.R.L. 11/06/2003 Altran Netherlands B.V. 21/05/2003 Altran Portugal S.G.P.S. Ltda. 23/04/2003 Altran UK Ltd 06/07/2005 21/12/2007 Ethnos (Altran group) 12/06/2003 International Business Development Ltd (Altran group) 26/03/2007 Altran Technologies India Ltd 28/04/2003 Altran Consulting Systems Inc. Representative of Altran Luxembourg S.A. in DCE Consultants Luxembourg 30/05/2005 S.A. (Altran group) 31/05/2005 Altran Technologies S.A. in Altran Luxembourg S.A. 23/04/2003 Company secretary Altran Ireland Ltd 23/04/2003 Altran UK Ltd 03/03/2004 “Apoderado” Altran D.S.D., S.L. Soluciones y plataformas orientadas al conocimiento 05/09/2007 (Altran group) 03/10/2007 Strategy and innovation Advisors SL (Altran group) 05/09/2007 S2 Solutions serveis Informaticas (Altran group) 09/02/2007 21/12/2007 Chairman AFEM (Altran group) 14/05/2007 21/12/2007 DCE Consultants (Altran group) 10/08/2007 10/10/2007 MAP (Altran group) 26/09/2007 Aphrodite Technologies (Altran group) 26/09/2007 Apopis Technologies (Altran group) 26/09/2007 Dionysos Technologies (Altran group) Hélène Technologies (Altran group) which became 26/09/2007 Altran Prototypes Automobiles on 06/02/08 26/09/2007 Loki Technologies (Altran group) 26/09/2007 Olivia Technologies (Altran group) 26/09/2007 Sylvie Technologies (Altran group) 26/09/2007 Valérie Technologies (Altran group) 19/10/2006 Director (England) Cambridge Consultants Ltd (Altran group)

52 2007 Registration document Operating and fi nancial review Company management – Corporate officers 9

Mr Dominique de Calan – Chairman of the Supervisory Board

First appointed Term of office expires Positions held Name of the company

2003 Director Giat Industries Director ADEPT 28/03/2003 (renewed) Non-voting Director Brittany Ferries Director AGIRC Vice-Chairman GIE AGIRC-ARRCO Vice-Chairman APEC Vice-Chairman AFPA Vice-Chairman UNPMI (CGPME) Chairman AREAT May 2003 Member of the Supervisory Board Bretagne Développement Director Sabemen Director SDR de Bretagne Director Fondation Villette-Entreprises Chairman OPCAIM Executive Vice-President UIMM Vice-Chairman ETHIC 2004 Director Giat Industries Director ADEPT Non-voting Director Brittanny Ferries 29/01/2004 Chairman AGIRC 22/06/2004 Chairman GIE AGIRC-ARRCO Vice-Chairman APEC Vice-Chairman AFPA Vice-Chairman UNPMI (CGPME) 09/12/2004 Alternate Director FUP Chairman AREAT 30/06/2004 end Member of the Supervisory Board Bretagne Développement 2004 end Director Sabemen 27/05/2004 end Chairman OPCAIM Director SDR de Bretagne Director Fondation Villette-Entreprises Executive Vice-President UIMM Vice-Chairman ETHIC

2007 Registration document 53 Operating and fi nancial review 9 Company management – Corporate officers

First appointed Term of office expires Positions held Name of the company 2005 28/07/2005 renewed Director Giat Industries Director ADEPT Non-voting Director Brittanny Ferries Chairman AGIRC Chairman GIE AGIRC-ARRCO Vice-Chairman APEC Vice-Chairman AFPA Vice-Chairman OPCAIM Vice-Chairman UNPMI (CGPME) Alternate Director FUP Chairman AREAT Director Fondation Villette-Entreprises Executive Vice-President UIMM Director CTIP 26/01/2005 Vice-Chairman ETHIC 2006 Director NEXTER (ex Giat Industries) Director ADEPT Director CTIP Non-voting Director Britanny Ferries 10/03/2006 Vice-Chairman AGIRC 28/06/2006 Vice-Chairman GIE AGIRC-ARRCO Vice-Chairman APEC Vice-Chairman AFPA Vice-Chairman UNPMI (CGPME) Vice-Chairman ETHIC Vice-Chairman OPCAIM Director Fondation Villette-Entreprises Alternate Director FUP Chairman AREAT Executive Vice-President UIMM 2007 Director NEXTER (ex Giat Industries) Director ADEPT Association de soutien à la Cité Nationale de l’Histoire April 2007 Treasurer and de l’Immigration Director CTIP 21/03/2007 Director Group Malakoff Vice-Chairman AGIRC Vice-Chairman GIE AGIRC-ARRCO Vice-Chairman APEC Vice-Chairman AFPA Vice-Chairman UNPMI (CGPME) Vice-Chairman ETHIC Alternate Director FUP Chairman AREAT 01/01/2007 Chairman OPCAIM Executive Vice-President UIMM

54 2007 Registration document Operating and fi nancial review Company management – Corporate officers 9

Mr Michel Sénamaud – Vice-Chairman of the Supervisory Board

First appointed Term of office expires Positions held Name of the company

2003 Chairman SAS Franpresse SAS Sodinfor Director S.A. Cadremploi S.A. Editions Génération S.A. Explorimmo S.A. Presse Nord S.A. Publiprint S.A. Société du Figaro S.A. Salt SASP Football Club de Nantes S.A. Figaro Holding Member of the Supervisory Board S.A. groupe Express Expansion Member of the Management Board S.A. Socpresse S.A. Société de gestion du Figaro 2004 Chairman SAS Franpresse SAS Sodinfor Director SA Cadremploi S.A. Editions Génération S.A. Explorimmo S.A. Presse Nord S.A. Publiprint SASP Football Club de Nantes S.A. Salt S.A. Société du Figaro Chief Executive S.A. Société du Figaro Member of the Supervisory Board S.A. Figaro Holding S.A. groupe Express Expansion Member of the Management Board S.A. Socpresse S.A. Société de gestion du Figaro 2005 No other position was held outside Altran Technologies. 2006 No other position was held outside Altran Technologies 2007 No other position was held outside Altran Technologies

2007 Registration document 55 Operating and fi nancial review 9 Company management – Corporate officers

Mr Roger Alibault – Member of the Supervisory Board

First appointed Term of office expires Positions held Name of the company

2003 Chairman and Chief Executive Officer Apex – GAEC S.A. 2004 Chairman and Chief Executive Officer Apex – GAEC S.A. 2005 Chairman and Chief Executive Officer Manager Apex – GAEC S.A. Apex ProvenceApex Fidus Hyères 2006 Chairman and Chief Executive Officer Manager Apex – GAEC S.A. Apex ProvenceApex Fidus Hyères 2007 Chairman and Chief Executive Officer Manager Apex – GAEC S.A. Apex ProvenceApex Fidus Hyères

Mr Jacques-Etienne de T’Serclaes – Member of the Supervisory Board

First appointed Term of office expires Positions held Name of the company

2004 Member and Chairman 01/01/2001 12/07/2005 of the Supervisory Board PWC Audit 2004 May 2007 Director Euro-India Center 2005 Member and Chairman 01/01/2001 12/07/2005 of the Supervisory Board PWC Audit 2004 May 2007 Euro-India Center 2005 Director Gift In Kind International 2006 2004 May 2007 Euro-India Center 2005 Gift In Kind International 27/07/2006 2010Director Rémy Cointreau 2006 Operating Partner Advent International Private Equity 2007 2004 May 2007 Euro-India Center 2005 Gift In Kind International 27/07/2006 2010Director Rémy Cointreau 2006 Operating Partner Advent International Private Equity

56 2007 Registration document Operating and fi nancial review Company management – Corporate officers 9

Mrs Guylaine Saucier - Member of the Supervisory Board until 15 February 2007

First appointed Term of office expires Positions held Name of the company

2003 1991 Director Petro - Canada 1997 2005 Nortel Networks 1987 Axa 1992 Banque de Montréal 1991 2005 Tembec Inc. 2004 1991 Director Petro - Canada 1997 2005 Nortel Networks 1987 Axa 1992 Banque de Montreal 1991 2005 Tembec Inc. 2005 1991 Director Petro - Canada 1997 2005 Nortel Networks 1987 Axa 1992 Banque de Montréal 1991 2005 Tembec Inc. 2005 CHC Helicopter 2006 1991 Director Petro - Canada 1987 Axa 1992 Banque de Montréal 2005 CHC Helicopter 2006 Groupe Areva 2007 1991 Director Petro - Canada 1987 Axa 1992 Banque de Montréal 2005 CHC Helicopter 2006 Groupe Areva

Judgements for fraud, sanctions, or bankruptcies Yves de Chaisemartin was ordered to appear before the Paris court involving the corporate offi cers of summary jurisdiction for allegations of the misuse of corporate assets while he served on the Board of Directors of Presse Alliance To Altran Technologies’ best knowledge, no members of its (the publisher of France Soir, a French newspaper) in 1989. Yves de Management Board or Supervisory Board has in the past fi ve years: Chaisemartin has fi led an appeal in response, which was judged • been convicted of fraud; admissible. • been associated with a bankruptcy, receivership, or liquidation; • been the subject of an offi cial public incrimination and/or sanction Confl icts of interest among Management Board and by statutory or regulatory authorities (including designated Supervisory Board Members professional bodies); or To Altran Technologies’ best knowledge: Been disqualifi ed by a court from acting as a member of an • there are no confl icts of interest between any Altran Management administrative, management, or supervisory body of an issuer or from Board or Supervisory Board members’ duties to Altran Technologies acting in the management or conduct of the affairs of an issuer. and their private interests; and • there have never been any family relationships among Altran Management Board and Supervisory Board members.

2007 Registration document 57 Operating and fi nancial review 9 Company management – Corporate officers

9.18.2 Compensation of corporate • corporate offi ce compensation: €1,062,500 officers • employment contract compensation: None Directors’ fees: €351,250 Gross compensation and benefi ts paid in 2007 to the corporate • offi cers by the company, and by the subsidiaries totalled €1,413,750: • benefi ts in kind: None

Members of the Supervisory Board Mr Dominique de Calan – Chairman of the Supervisory Board

2006 2007

Gross compensation paid by the company €32,500.33 €130,000.00 Gross compensation paid by a controlled company None None Benefits in kind granted by the company None None Directors’ fees paid by the company for his role as Member and Chairman of the Supervisory Board €80,000.00 €80,000.00

Mr Michel Sénamaud – Vice-Chairman of the Supervisory Board

2006 2007

Gross compensation paid by the company €90,000.00 None Gross compensation paid by a controlled company None None Benefits in kind granted by the company None None Directors’ fees paid by the company for his role as Member and Vice-Chairman of the Supervisory Board €70,000.00 €70,000.00

Mr Roger Alibault – Member of the Supervisory Board

2006 2007

Directors’ fees paid by the company for his role as Member of the Supervisory Board €70,000.00 €70,000.00

Mr Jacques-Etienne de T’Serclaes – Member of the Supervisory Board since 5 March 2007 with effect from 30 March 2007

2006 2007

Directors’ fees paid by the company for his role as Member of the Supervisory Board None €37,500.00

Mrs Guylaine Saucier – Member of the Supervisory Board until 15 February 2007

2006 2007

Directors’ fees paid by the company for her role as Member of the Supervisory Board €150,000.00 €93,750.00

58 2007 Registration document Operating and fi nancial review Company management – Corporate officers 9

Members of the Management Board Mr Yves de Chaisemartin, Chairman of the Management Board As Chairman of the Supervisory Board from 1 January 2006 to 24 September 2006:

Exceptional gross compensation paid by the company: €94,791.65 Gross compensation paid by a controlled company: None Benefits in kind granted by the company: None Directors’ fees paid by the company for his role as Member and Chairman of the Supervisory Board: €52,500.00

As Chairman of Management Board:

2006 2007

Fixed compensation paid over the period by the company: €53,889.00 €360,000.00 Gross compensation paid by a controlled company: None None Benefits in kind granted by the company: None None Variable gross compensation for 2006, paid in April 2007 €62,500.00

Variable compensation is fi xed by the Supervisory Board, by reference • strategy; to a target bonus of €340,000 (gross) based on performance-related • successfully completing the mergers in France. criteria. The following performance-related criteria are taken into consideration: No variable compensation was paid in 2007 for the fi scal year ending 31 December 2007. This decision will be made by the Supervisory • EBIT; Board in 2008. • sales growth;

Mr Éric Albrand – Member of the Management Board

2006 2007

Fixed gross compensation paid over the period by the company €360,000.00 €360,000.00 Gross compensation paid by a controlled company: None None Benefits in kind granted by the company: None None Variable gross compensation for 2005, paid at the beginning of 2006 €260,000.00 Variable gross compensation for 2006, paid in April 2007 €150,000.00

Variable compensation is fi xed by the Supervisory Board, by reference Mr Christophe Aulnette – Chairman of the Management Board from to a target bonus of €300,000 (gross) based on performance-related 30 June 2005 to 24 September 2006 criteria. The following performance-related criteria are taken into The settlement reached between Mr Christophe Aulnette and the consideration: company includes a non-competition clause under which Mr Aulnette • EBIT; was paid a gross monthly amount of €45,333.33 until the end of October 2007. In accordance with this settlement agreement, the company • sales growth; paid him €441,244.41 during 2007. It also paid him €41,555.55 for • strategy; compensation in lieu of notice and €23,534.84 in holiday pay. The amount paid in 2006 pursuant to the non-competition clause totalled • cash position. €102,755.55. No variable compensation was paid in 2007 for the year ending Mr François-Xavier Floren – Member of the Management Board from 31 December 2007. This decision will be made by the Supervisory 8 June 2006 to 20 November 2006 Board in 2008. No termination compensation was paid when Mr François-Xavier Floren Mr Éric Albrand’s employment contract was suspended at the start resigned. The latter fi led a claim with the Paris Employment Tribunal of his term of offi ce as a company corporate offi cer. When such term on 8 March 2007 to obtain a contractual indemnity which he claims of offi ce expires and his employment contract is reinstated Mr Albrand the company is liable to pay him. The case is due to be judged in will receive an indemnity equal to 24 months of total compensation, September 2008. if his employment contract is terminated.

2007 Registration document 59 Operating and fi nancial review 9 Additional information

9.19 Commitments made by the company to its corporate offi cers

No commitments were made by the company concerning remuneration, The Supervisory Board has not approved a regulated agreement fi nancial guarantees, and benefi ts to be paid to members of the subject to article L.225-86 of the French Commercial Code. Management Board for their services or following a termination of or change their in duties.

9.20 Additional information

Injunctions for anti-competitive practices imposed by the Competition Commission.

There were no injunctions at the date these fi nancial statements were prepared.

60 2007 Registration document 10 Capital resources

10.1 / 10.2 INFORMATION ABOUT 10.4 RESTRICTIONS ON THE USE THE ISSUER’S CAPITAL OF CAPITAL RESOURCES 61 RESOURCES 61 10.5 FINANCING OF OPERATIONS 62 10.3 BORROWING REQUIREMENTS 61

10.1 / 10.2 Information about the issuer’s capital resources

Information about Altran’s capital is given in chapter 18 “Major Shareholders”.

10.3 Borrowing requirements

Altran’s borrowing requirements are discussed in section 9.5.1 “Liquidity risk”, and section 9.5.2 “Interest rate risk”.

10.4 Restrictions on the use of capital resources

Section 9.5.1 “Liquidity risk”, discusses the main restrictions on the use • Altran cannot spend more than €10 million on acquisitions in 2008 of the credit lines obtained on 16 April 2008 through a new fi nancing and 2009 each, and no more than €40 million each year thereafter, agreement with a consortium of four banks. These restrictions will unless it increases its Shareholders’ equity; and go into effect when the fi rst drawdown is made, and remain in effect • Altran can spend up to €50 million on acquisitions per year without throughout the term of the credit agreement. These restrictions are: prior approval from the majority of its lenders if it issues at least • one-third of Altran’s consolidated net cash fl ow above €15 million €100 million of shares or mandatory convertible bonds. (excluding any market operation) must be applied towards an accelerated repayment of the loan starting in fi scal 2009;

2007 Registration document 61 Capital resources 10 Financing of operations

10.5 Financing of operations

Based on the company’s projected cash fl ow for 2008, centralized Altran plans to issue up to €130 million of shares between now and cash holdings, and greater use of factoring, coupled with the new 31 July 2008; the proceeds from the issue will be used to increase credit lines obtained from a consortium of four banks on 16 April 2008 the company’s equity and make targeted acquisitions to accelerate (discussed in section 9.5.1 “Liquidity risk”), the company should have its business development. This share issue is discussed in section 9.8 enough funds to pay back the convertible bond maturing on 1 January “Subsequent events”. 2009.

62 2007 Registration document 11 Research and development

The Altran group capitalized €657 thousand of research and No research and development expenses were capitalized by Altran development expenses in 2007, bringing these expenses to a Technologies. cumulative €4.8 million at 31 December 2007.

2007 Registration document 63 64 2007 Registration document 12 Trend information

12.1 MAIN TRENDS 65 12.2 POST-BALANCE SHEET EVENTS 65

12.1 Main trends

Altran has set the following four goals for 2008: • refi nance medium-term borrowings. • achieve a growth rate equal to or above that for its markets in These goals are part of Altran’s new strategy, Action 4, which should France and other countries; allow the company to reach the following targets by 2010: • boost profi tability by cutting overhead expenses; • sales of €2 billion; and • manage cash fl ow effectively, with a particular focus on DSO; and • EBIT margin of 8%-10%.

12.2 Post-balance sheet events

Altran’s management unveiled a new strategy for its French organisation • a clear, differentiated market positioning; and and information systems consulting business in late 2007. This strategy • a business model allowing for sustainable growth. involves consolidating subsidiaries in the Altran CIS Paris division into a single entity called Altran CIS. This consolidation is scheduled to The new strategy completes a set of measures undertaken over the be completed on 30 April 2008, with retroactive accounting and tax past two years to restructure Altran’s French operations. These effect on 1 January 2008. measures included the consolidation of 26 French technology and innovation consulting fi rms into a single entity, as well as the merger of On 5 March 2008 Altran Technologies sold its equity interests in the operations within the organisation and information systems consulting subsidiaries to be consolidated to Altran Systèmes d’Information, business. so that Altran Systèmes d’Information is now the full owner of these subsidiaries. On 17 April 2008 Altran announced that it had fi nalized a refi nancing agreement with a consortium of banks in order to solidify its fi nancial This new strategy aims to anchor Altran CIS as a key player in its structure. The corresponding press release can be found in section 20.6 market and give it the resources needed to achieve its business goals “Interimediary and other fi nancial information”. through:

2007 Registration document 65 66 2007 Registration document 13 Forecasts

The markets for Altran’s three businesses – technology and R&D 2008 and provide an opportune climate for Altran to continue with consulting, organisation and information systems consulting, and its restructuring and anchor the steps already made. Altran does not strategy and management consulting – should grow throughout provide precise sales or earnings forecasts.

2007 Registration document 67 68 2007 Registration document Administrative, management, 14 and supervisory bodies

14.1 MEMBERS OF CORPORATE BODIES 69 14.2 CONVICTIONS OF FRAUD, 14.1.1 Supervisory Board members 69 SANCTIONS, OR BANKRUPTCIES INVOLVING THE CORPORATE 14.1.2 Management Board members 69 OFFICERS 70 14.1.3 Offices held by Altran corporate officers in other companies over 14.3 CONFLICTS OF INTEREST AMONG the past five years 70 MANAGEMENT BOARD AND SUPERVISORY BOARD MEMBERS 70

14.1 Members of corporate bodies

14.1.1 Supervisory Board members

Name Initial appointment date Term expiration date Main office within the company

AGM to approve Dominique de Calan 29/06/2005 the 2008 financial statements Chairman of the Supervisory Board AGM to approve Michel Sénamaud 29/06/ 2005 the 2008 financial statements Vice-Chairman of the Supervisory Board AGM to approve Roger Alibault 29/06/2005 the 2008 financial statements Member of the Supervisory Board 05/03/2007 with effect on AGM to approve Jacques Étienne de T’Serclaes 30/03/2007 the 2008 financial statements Member of the Supervisory Board

The Combined General Meeting on 29 June 2007 ratifi ed the General Meeting held to approve the fi nancial statements for the fi scal appointment of Jacques-Étienne de T’Serclaes as a Supervisory year ending 31 December 2008. Board member. His term of offi ce will expire at the close of the Annual

14.1.2 Management Board members

The following table lists Altran’s Management Board members.

Name Initial appointment date Term expiration date Main office within the company

Yves de Chaisemartin 24/09/2006 10/01/2009 Chairman of the Management Board Éric Albrand 30/06/2005 10/01/2009 Member of the Management Board

On 11 January 2007, the Supervisory Board noted the expirations of and Eric Albrand’s term as member of the Management Board, and Yves de Chaisemartin’s term as Chairman of the Management Board renewed these terms for a period of two years.

2007 Registration document 69 Administrative, management, and supervisory bodies 14 Conflicts of interest among Management Board and Supervisory Board Members

14.1.3 Offices held by Altran corporate officers in other companies over the past five years

A list of offi ces held by Altran corporate offi cers in companies other than Altran Technologies over the past fi ve years is given in section 9.18.1 “Positions of executive offi cers held in companies other than Altran Technologies over the past fi ve years”.

14.2 Convictions of fraud, sanctions, or bankruptcies involving the corporate offi cers

To Altran Technologies’ best knowledge, no members of its • been disqualifi ed by a court from acting as a member of an Management Board or Supervisory Board has in the past fi ve years: administrative, management, or supervisory body of an issuer or from acting in the management or conduct of the affairs of an • been convicted of fraud; issuer. • been associated with a bankruptcy, receivership, or liquidation; Yves de Chaisemartin was ordered to appear before the Paris court • been the subject of an offi cial public incrimination and/or sanction of summary jurisdiction for allegations of the misuse of corporate by statutory or regulatory authorities (including designated assets while he served on the Board of Directors of Presse Alliance professional bodies); or (the publisher of France Soir, a French newspaper) in 1989. Yves de Chaisemartin has fi led an appeal to this order in response, which was judged admissible.

14.3 Confl icts of interest among Management Board and Supervisory Board Members

To Altran Technologies’ best knowledge: • there have never been any family relationships among Altran Management Board and Supervisory Board members. • there are no confl icts of interest between any Altran Management Board or Supervisory Board members’ duties to Altran Technologies and their private interests; and

70 2007 Registration document 15 Remuneration and benefi ts

15.1 REMUNERATION PAID 15.3 STOCK OPTIONS GRANTED TO CORPORATE OFFICERS 71 TO CORPORATE OFFICERS 71

15.2 COMMITMENTS MADE BY THE COMPANY TO ITS CORPORATE OFFICERS 71

15.1 Remuneration paid to corporate offi cers

The remuneration paid to corporate offi cers is discussed in section 9.18.2 “Compensation of Directors” on pages 58-60.

15.2 Commitments made by the company to its corporate offi cers

The only commitments made by the company concerning remuneration, The Supervisory Board has not approved a regulated agreement fi nancial guarantees, and benefi ts to be paid to members of the subject to article L.225-86 of the French Commercial Code. Management Board or Supervisory Board for their services or following a termination of or change their in duties are discussed in section 9.18.2 “Compensation of Directors”.

15.3 Stock options granted to corporate offi cers

No stock options were granted to Supervisory Board members in On 4 February 2008, the Supervisory Board resolved that any shares 2007. obtained from the exercise of these options must be held until the Management Board member owning the shares leaves the company. On 20 December 2007, the Management Board granted 50,000 stock options to each Management Board member after obtaining approval No bonus shares have been granted to corporate offi cers. from the Supervisory Board, as required by article 14.1 of the Articles of Association, and upon the recommendation of the Remuneration and Appointment Committee. The details of these stock options are given in the table below. All options are for the purchase of new shares.

2007 Registration document 71 Remuneration and benefi ts 15 Stock options granted to corporate officers

Stock options granted to Yves de Chaisemartin, member of the Management Board

Stock options granted on 20 December 2007

Exercise price €4.29 Expiration date 20 December 2015 Number of options granted during the fiscal year 50,000 Number of options exercised during the fiscal year - Number of options existing at 31 December 2007 50,000

Stock options granted to Éric Albrand, member of the Management Board

Granted on Granted on Granted on Granted on Granted on 11 March 2003 24 June 2003 29 June 2004 20 December 2005 20 December 2007

Exercise price €2.97 €6.73 €9.37 €9.62 €4.29 Expiration date 11 March 2011 24 June 2008 29 June 2012 20 December 2013 20 December 2015 Number of options granted during the fiscal year 42,693 106,734 80,000 90,000 50,000 Number of options exercised during the fiscal year - - - - - Number of options existing at 31 December 2007 42,693 106,734 80,000 90,000 50,000

72 2007 Registration document Management Board 16 and Supervisory Board practices

A description of the Management Board and Supervisory Board Altran Technologies had a services contract in place with Jacques- practices is given in the Supervisory Board Chairman’s report on the Étienne de T’Serclaes, Supervisory Board Member and Chairman of preparation and organization of the Board’s work and the company’s the Audit Committee, before he was appointed to this position. This internal controls, included in appendix 1 of this document. contract was for the provision of consulting services to support Altran Technologies’ expansion into Asia. Jacques-Étienne de T’Serclaes was paid €69,000 under this contract in 2007.

2007 Registration document 73 74 2007 Registration document 17 Employees

17.1 EMPLOYEE DATA 75 17.2 EMPLOYEE PROFIT-SHARING 17.1.1 Number of employees 75 AND STOCK OPTIONS 76 17.1.2 Invoicing rate 76 17.2.1 Stock options 76 17.1.3 Employee turnover 76 17.2.2 Employee profit-sharing and incentive schemes 76 17.2.3 Ten employees who are not corporate officers receiving the greatest number of stock options 76

17.1 Employee data

17.1.1 Number of employees

Altran added 445 new employees in 2007, bringing the total headcount to 17,502 at 31 December 2007.

2007 Registration document 75 Employees 17 Employee profit-sharing and stock options

17.1.2 Invoicing rate Altran has been using this formula since 2004 and feels the published fi gure gives a fair refl ection of the level of the company’s business. Altran calculates its invoicing rate as the number of FTEs (full-time However, the fi gure may still be adjusted. Because there is no standard equivalents) billed divided by the total possible number of FTEs, industry defi nition of percent billable time, it is diffi cult to compare where: Altran with its competitors on this metric. • the number of FTEs billed = number of days billed / total number of Altran’s percent invoicing rate averaged 84.6% in 2007, slightly higher working days; and than in 2006 thanks to improved performance in France. The following table details the percent billable time over 2007. • the total possible number of FTEs = (number of employee days – paid leave) / total number of working days.

2006 Q1 2007 Q2 2007 H1 2007 Q3 2007 Q4 2007 H2 2007 2007 average average average average average average average average

Invoicing rate 84.1% 83.5% 85.2% 84.3% 85.1% 84.6% 84.8% 84.6%

17.1.3 Employee turnover reason (resignation, decision to leave during a trial period, etc.) divided by the total number of employees. Turnover was 29.4% in 2007 and Altran releases employee turnover data annually. Employee turnover 29.0% in 2006. Altran feels this level of turnover is too high, and is is calculated as the number of employees leaving the company for any taking steps to reduce it.

17.2 Employee profi t-sharing and stock options

17.2.1 Stock options Stock options granted in March 2003 may be exercised since 12 March 2007 at a price of €2.97; 911,725 options had been exercised as of On 20 December 2007, Altran granted 2,589,830 stock options and 31 December 2007. 818,740 bonus shares, which represented 2.9% of the company’s total share capital, to 2,191 employees. These stock options and bonus shares were granted under Resolutions 10 and 11 of the Extraordinary General Meeting on 29 June 2005, which authorised the company to 17.2.2 Employee profit-sharing carry out issues for an amount up to 6% of its share capital. and incentive schemes The company’s stock option plans are discussed in section 21.1 “Share The following table lists the amounts paid to employees under profi t- capital”, on pages 162-165. sharing schemes each year since 1999. These expenses are recognized in the income statement in the year they are incurred.

Amount Year (in thousands euros)

1999 8,074 2000 9,669 2001 15,578 2002 2,793 2003 6,209 2004 8,191 2005 7,723 2006 7,971 2007 2,590

17.2.3 Ten employees who are not corporate officers receiving the greatest number of stock options

The Management Board granted a total of 433,240 stock options on 20 December 2007 to the ten employees who are not corporate offi cers receiving the greatest number of stock options.

76 2007 Registration document 18 Major Shareholders

18.1 HOLDERS OF ALTRAN SHARES 18.4.2 Price of Altran Technologies ADRs AND VOTING RIGHTS 77 since 1 January 2006 80 Controlling companies and their ownership 18.4.3 Price of Altran Technologies OCEANE interest in Altran Technologies 78 convertible bonds maturing Employee share ownership 78 on 1 January 2009 81

18.2 TRANSACTIONS CARRIED 18.5 INFORMATION OUT DURING THE YEAR SUBJECT ON THE CALCULATION METHODS TO ARTICLE L.621-18-2 AND EFFECTS OF ADJUSTMENTS OF THE FRENCH MONETARY TO THE CONVERSION BASIS AND FINANCIAL CODE 78 FOR BONDS AND THE SUBSCRIPTION OR PURCHASE 18.3 SHARE BUYBACKS 78 OF SECURITIES CONVERTIBLE OR EXCHANGEABLE INTO SHARES 81 18.4 MARKET FOR ALTRAN TECHNOLOGIES SECURITIES 79 18.4.1 Altran Technologies share price 79

18.1 Holders of Altran shares and voting rights

Altran does not have any Shareholders agreements.

Persons or legal entities owning more than 1/20th, 1/10th, 3/20th, 1/5th, 1/4th, 1/3rd, 1/2, 9/10th, or 19/20th of Altran shares or voting rights

31 December 2005 31 December 2006 31 December 2007 % of % of % of % of Number total % of Number total % of Number total Number total of voting voting Number total of voting voting Number total of voting voting of shares shares rights rights of shares shares rights rights of shares shares rights rights

Alexis Kniazeff 10,570,593 9.24% 20,239,966 15.12% 10,570,593 9.01% 20,239,966 14.72% 9,976,285 8.44% 19,731,586 14.26% Hubert Martigny 10,573,296 9.24% 20,242,648 15.13% 10,573,296 9.01% 20,242,648 14.72% 9,978,989 8.44% 19,734,341 14.26% Altran Directors Funds ------Free float 93,298,325 80.82% 93,348,324 69.75% 96,172,348 81.98% 96,989,499 70.56% 98,272,687 83.12% 98,902,260 71.48% Total 114,442,214 100% 133,830,938 100% 117,316,237 100% 137,472,113 100% 118,227,961 100% 138,368,187 100% Number of shares in issue 114,442,214 114,442,214 117,316,237 118,227,961 138,368,187 Number of shares with double voting rights 26,361,023 20,241,307 20,155,876 20,140,226

2007 Registration document 77 Major Shareholders 18 Share buybacks

Matignon Développement 3 owns Altran shares through an investment Controlling companies and their portfolio managed by Axa Investment Managers Private Equity Europe. On 27 October 2006, Matignon Développement 3 sent Altran a letter ownership interest in Altran stating that it had crossed the 5% threshold, and now owns 5.3% of Technologies Altran shares (or 6,217,830 shares) and 4.55% of the voting rights (based on a total of 117,912,266 Altran shares and 138,068,142 voting None. rights). Altran has not received any new information regarding Matignon Développement 3’s share ownership. On 20 June 2007, Financière de l’Échiquier sent Altran a letter stating Employee share ownership that one of its funds had crossed the 5.5%, 6%, 6.5%, 7%, 7.5%, 8%, and 8.5% thresholds and now owns 8.84% of Altran shares (or Altran employees owned 3,109,117 Altran shares, or 2.6% of the 10,423,500 shares) and 7.55% of the voting rights (based on a total company’s shares and 2.2% of its voting rights, at 31 December 2007 of 117,912,266 Altran shares and 138,068,142 voting rights). Altran has through three company-sponsored mutual funds. Most of these shares not received any new information regarding Financière de l’Échiquier’s were obtained through an employee share ownership plan introduced share ownership. in the fi rst half of 2006. On 8 February 2008, Caisse des Dépôts et Consignations sent Altran a The funds in the employee share ownership plan are able to use letter stating that it had crossed the 2% threshold and now owns 2.25% leverage, and at 31 December 2007 the bank arranging the initial of Altran shares (or 2,664,847 shares) and 1.92% of the voting rights. transaction had borrowed 1,600,000 Altran shares from the funds. As a result, the funds now have voting rights on 1,509,117 Altran shares, or To the company’s best knowledge, no other Shareholders acting alone 1.3% of the company’s shares and 1.1% of its voting rights. or in concert own, either directly or indirectly, more than 5% of Altran shares or voting rights. The bank has committed to making its best effort, subject to market conditions, to return the shares to the funds at Annual General Meetings so that the funds can exercise the full voting rights attached to their shares.

18.2 Transactions carried out during the year subject to article L.621-18-2 of the French Monetary and Financial Code

On 3 August 2007, Jacques-Étienne de T’Serclaes, Supervisory Board On 4 December 2007, Michel Senamaud, Vice-Chairman of the Member, purchased 1,500 Altran shares at €9,225, bringing his total Supervisory Board, purchased 3,000 Altran shares at €4.19 per share, share ownership to 2,500 shares. His wife owns 300 Altran shares, or a total of €12,570. which were purchased at €72.01 per share before Jacques-Étienne de No other members of the Supervisory Board or Management T’Serclaes was appointed to the Supervisory Board. Board bought or sold any Altran shares during the fi scal year ended 31 December 2007.

18.3 Share buybacks

The Combined General Meeting on 29 June 2007, voting with a quorum • in its Fifth Resolution, authorize the company to trade in its own present and under the majority criteria for Annual General Meetings, shares in order to, among other purposes, mediate the Altran share resolved to: price. This authorization has not been used to date. • annul with immediate effect the unused portion of the share Altran did not purchase any of its 2009 OCEANE convertible bonds buyback authorization given by the Combined General Meeting on in 2007. 8 June 2006; and

78 2007 Registration document Major Shareholders Market for Altran Technologies securities 18

18.4 Market for Altran Technologies securities

18.4.1 Altran Technologies share price

Avg. daily trading Avg. Price High Low Market cap volume (in euros) (in euros) (in euros) (in million euros)

January 2006 796,039 10.82 11.43 9.48 1,279 February 2006 578,635 11.54 12.14 11.01 1,364 March 2006 553,596 11.46 12.00 10.95 1,355 April 2006 845,290 11.65 12.60 11.34 1,377 May 2006 943,513 10.68 11.85 9.55 1,262 June 2006 669,382 9.24 10.04 8.67 1,092 July 2006 610,267 8.90 9.78 8.11 1,052 August 2006 1,708,696 7.15 9.03 6.51 845 Sept. 2006 1,411,243 6.90 7.63 6.13 816 Oct. 2006 2,115,318 6.99 7.75 6.27 826 Nov. 2006 1,008,659 7.20 7.64 6.73 851 Dec. 2006 933,143 7.02 7.34 6.62 830 January 2007 1,420,626 6.99 7.53 6.58 826 February 2007 1,233,635 6.96 7.22 6.38 823 March 2007 1,054,390 6.35 6.68 5.94 751 April 2007 965,740 6.68 7.07 6.46 790 May 2007 559,945 6.97 7.30 6.78 824 June 2007 663,227 6.67 6.87 6.43 788 July 2007 532,369 6.27 6.47 6.12 741 August 2007 571,408 6.22 6.57 5.91 735 Sept. 2007 745,598 5.38 6.02 4.99 636 Oct. 2007 571,052 5.20 5.57 4.93 615 Nov. 2007 592,093 4.66 5.23 4.20 551 Dec. 2007 450,905 4.22 4.56 3.97 499 January 2008 978,810 3.68 4.14 3.32 435 February 2008 963,022 4.44 5.14 3.91 525 AVERAGE 902,946 7.32 7.91 6.82 Source: Bloomberg.

Altran’s market capitalisation is based on 118,227,961 shares in issue.

2007 Registration document 79 Major Shareholders 18 Market for Altran Technologies securities

18.4.2 Price of Altran Technologies ADRs since 1 January 2006

Altran Technologies is listed in the US in USD through Level I American Depositary Receipts (ADRs) under code 02209U108.

Avg. daily trading Avg. Price High Low Avg. amount traded volume (USD) (USD) (USD) (thousand USD)

January 2006 660 1.43 1.45 1.38 942 February 2006 605 1.48 1.50 1.45 892 March 2006 3,696 1.30 1.30 1.30 4,805 April 2006 723 1.48 1.60 1.35 1,066 May 2006 3,953 1.45 1.55 1.35 5,740 June 2006 3,000 1.20 1.20 1.20 3,600 July 2006 - - - - - August 2006 482 0.87 1.02 0.75 421 Sept. 2006 9,026 0.80 0.80 0.80 7,221 Oct. 2006 - - - - - Nov. 2006 960 0.90 0.90 0.90 864 Dec. 2006 209 0.96 0.99 0.92 200 January 2007 4,000 0.95 0.95 0.95 3,800 February 2007 - - - - - March 2007 976 0.90 1.00 0.80 878 April 2007 - - - - - May 2007 252 1.03 1.10 0.90 260 June 2007 1,154 0.78 0.81 0.75 900 July 2007 203 0.70 0.70 0.70 142 August 2007 - - - - - Sept. 2007 2,078 0.78 0.88 0.68 1,621 Oct. 2007 1,835 0.70 0.70 0.70 1,285 Nov. 2007 1,000 0.65 0.65 0.65 650 Dec. 2007 - - - - - January 2008 4,608 0.60 0.60 0.60 2,742 February 2008 - - - - - AVERAGE 2,075 1.00 1.04 0.95 Source: Bloomberg.

80 2007 Registration document Major Shareholders Information on the calculation methods and effects of adjustments to the conversion basis for bonds 18 and the subscription or purchase of securities convertible or exchangeable into shares

18.4.3 Price of Altran Technologies OCEANE convertible bonds maturing on 1 January 2009

18.5 Information on the calculation methods and effects of adjustments to the conversion basis for bonds and the subscription or purchase of securities convertible or exchangeable into shares

None.

2007 Registration document 81 82 2007 Registration document 19 Related-party transactions

None.

2007 Registration document 83 84 2007 Registration document Financial information concerning the company’s assets and liabilities, 20 fi nancial position and profi ts & losses

20.1 HISTORICAL FINANCIAL 3. Notes concerning certain balance INFORMATION 85 sheet items 142 4. Notes to the profit and loss account 148 20.2 PRO FORMA FINANCIAL 5. Information on significant ongoing INFORMATION 85 disputes 150

20.3 FINANCIAL STATEMENTS 86 6. Off-balance sheet commitments 151 7. Subsequent significant events 152 CONSOLIDATED FINANCIAL STATEMENTS 86 8. Statement of subsidiaries and Balance sheet - Assets 86 participating interests 153 Balance sheet – equity & liabilities 87 9. Statement of earning for the last five financial years 154 INCOME STATEMENT 88 20.4 VERIFICATION OF THE ANNUAL STATEMENT OF CHANGES FINANCIAL INFORMATION 154 IN SHAREHOLDERS’ EQUITY 89 20.5 LATEST FINANCIAL INFORMATION 154 CASH FLOW STATEMENT 90 20.6 INTERMEDIARY AND OTHER NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION 155 FINANCIAL STATEMENTS 91 20.7 DIVIDENDS DISTRIBUTION POLICY 159 FINANCIAL STATEMENTS AND NOTES TO THE FINANCIAL STATEMENTS 137 20.8 LEGAL AND ARBITRATION PROCEEDINGS 159 1. Financial statements at 31 December 2007 137 20.9 SIGNIFICANT CHANGES 2. Accounting notes to the financial TO THE FINANCIAL statements at 31 December 2006 139 OR COMMERCIAL POSITION 159

20.1 Historical fi nancial information

All historical fi nancial information concerning the group’s assets and • registration document 2004 R05-091 approved by the Autorité des liabilities, fi nancial position and profi ts and losses is included in the Marchés Financiers on 14 June 2005; prior years’ registration documents: • registration document 2005 D06-0488 fi led with the Autorité des • registration document 2002 R03-224 approved by the Commission Marchés Financiers on 29 May 2006; des Opérations en Bourse on 31 October 2003; • registration document 2006 D07-0561 fi led with the Autorité des • registration document 2003 R04-106 approved by the Autorité des Marchés Financiers on 7 June 2007. Marchés Financiers on 7 June 2004; All these documents are available on www.altran.com.

20.2 Pro forma fi nancial information

None.

2007 Registration document 85 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

20.3 Financial statements

CONSOLIDATED FINANCIAL STATEMENTS

Balance sheet - Assets

December 2007 December 2006 December 2005 (in thousands euros) Notes Gross value Amort. prov. Net values Net values Net values

Consolidated goodwill 4.1 684,094 (209,316) 474,778 491,945 500,090 Intangible assets 4.2 63,506 (22,772) 40,734 41,385 39,881 Land 383 - 383 533 533 Construction 14,177 (6,052) 8,125 9,799 10,241 Other intangible assets 95,325 (62,391) 32,934 32,656 27,680 Fixed assets 4.3 109,885 (68,443) 41,442 42,988 38,454 Participating interests entered using the equity method - - - (242) (457) Non-current financial assets 4.4 27,755 (2,031) 25,724 29,967 25,600 Deferred tax assets 5.9 87,768 (26,446) 61,322 59,496 58,468 Non-current payable tax assets 5.9 3 3 120 854 Other non-current assets 4.5 14,426 (10,348) 4,078 1,943 2,182 TOTAL NON-CURRENT ASSETS 987,437 (339,356) 648,081 667,602 665,072 Inventory and work in process 4.6 1,338 (55) 1,283 1,137 1,998 Amounts paid on account 3,156 - 3,156 1,028 906 Accounts receivable (client) 4.7 513,877 (8,957) 504,920 511,189 433,072 Other receivables 4.8 78,251 (1,960) 76,291 68,110 74,938 Client accounts and other receivables 595,284 (10,917) 584,367 580,327 508,916 Current financial assets 4.9 948 (197) 751 874 552 Cash equivalents 4.11 97,517 - 97,517 54,700 61,069 Cash 4.11 80,082 - 80,082 71,526 102,043 TOTAL CURRENTS ASSETS 775,169 (11,169) 764,000 708,564 674,578 TOTAL ASSETS 1,762,606 (350,525) 1,412,081 1,376,166 1,339,650

86 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

Balance sheet – equity & liabilities

(in thousands euros) Notes December 2007 December 2006 December 2005

Capital 4.10 59,101 58,658 57,221 Share premiums 220,510 214,881 162,790 Reserves assignable to Shareholders in the parent company 106,554 100,604 118,707 Translation differences (10,368) 4,870 8,287 Earnings for fiscal year/period 21,594 3,787 231 Minority interest 92 125 312 SHAREHOLDER’S EQUITY III & 4.10 397,483 382,925 347,548 Convertible bond loans (>1 year) 222,059 214,487 207,515 Credit establishment borrowings and debts (>1 year) 28,347 59,565 72,293 Other non-current financial liabilities 13,839 12,781 17,251 Non-current financial liabilities 4.11 264,245 286,833 297,059 Provisions for long term liabilities and charges 4.12 16,004 11,519 14,121 Long-term personnel benefits 4.13 30,552 27,469 23,374 Deferred tax liabilities 5.9 11,730 11,300 8,265 Other long-term liabilities 4.14 771 203 2,557 Other non-current liabilities 59,057 50,491 48,317 TOTAL NON-CURRENT LIABILITIES 323,302 337,324 345,376 Accounts payable 4.15 72,910 74 ,022 53,258 Taxes payable 108,709 90,641 99,144 Current personnel benefits 4.13 162,910 184,012 170,176 Debts on assets 546 1,085 1,150 Other current debts 4.16 39,307 39,331 29,656 Suppliers accounts and other current payables 384,382 389,091 353,384 Provisions for short-term liabilities and charges 4.12 31,069 39,793 49,905 Debt on short-term securities 4.17 2,995 7,777 40,440 Current financial liabilities 4.11 272,850 219,256 202,997 TOTAL CURRENT LIABILITIES 691,296 655,917 646726 TOTAL LIABILITIES 1,412,081 1,376,166 1,339,650

2007 Registration document 87 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

INCOME STATEMENT

December 2007 December 2006 December 2005 (in thousands euros) Note (12 months) (12 months) (12 months)

Turnover 5.1 & 5.2 1,591,356 1,495,350 1,434,473 Other income from operations 2,110 2,901 3,457 INCOME FROM ORDINARY OPERATIONS 1,593,466 1,498,251 1,437,930 Raw materials (14,323) (15,517) (13,121) Variation in work-in-progress 414 (847) (414) External expenses 5.3 (343,833) (319,925) (309,516) Staff costs 5.4 (1,092,983) (1,035,366) (987,330) Staff costs - payment in shares 5.4 (3,443) (6,333) (4,139) Taxes and duties (12,352) (10,783) (12,425) Net depreciation and provisions 5.5 (16,939) (22,130) (9,216) Other operating income and charges (10,588) (11,365) (8,519) CURRENT OPERATING PROFIT 99,419 75,985 93,250 Other non-recurring operating income 25,562 40,718 45,699 Other non-recurring operating charges (40,462) (55,374) (83,662) Other non-recurring operating income and charges 5.6 (14,900) (14,656) (37,963) Goodwill amortization 4.1 (13,870) (15,880) (26,463) OPERATING PROFIT 70,649 45,449 28,824 Including goodwill amortization (13,870) (15,880) (26,463) Income from cash and cash equivalent 2,211 2,916 2,249 Gross cost of debt (31,169) (26,010) (24,209) Net cost of debt 5.7 (28,958) (23,094) (21,960) Other financial revenue 5.8 6,283 4,761 17,943 Other financial expenses 5.8 (8,517) (7,766) (18,034) Tax expenses 5.9 (18,000) (15,805) (6,166) Equity share in net income of affiliates 90 110 (393) NET PROFIT BEFORE NET EFFECT OF CEASED OPERATIONS OR OPERATIONS CURRENTLY BEING CEASED 21,547 3,655 214 Net profit on ceased operations or operations currently being ceased - NET EARNINGS 21,547 3,655 214 Minority interest 47 132 17 GROUP NET EARNINGS 21,594 3,787 231 Earnings per share 0.18 0.03 0.00 Diluted earnings per share 0.18 0.03 0.00

88 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

Fair value Total Number adjustments Translation Net group Minority (in thousands euros) of shares Capital Premiums Reserves and other differences earnings share interest Total

31 December 2005 114,442,214 57,221 162,790 101,794 16,913 8,287 231 347,236 312 347,548 Cambridge Consultant incubator 1,743 1,743 1,743 OCÉANE 2009 145 145 145 Construction efforts loans - - - Translation differences (3,764) (3,764) (3,764) Changes in value recorded directly in Shareholder’s equity - - - 1,888 (3,764) - (1,876) - (1,876) Capital operations - Spring 2,872,255 1,436 24,578 26,014 26,014 Payments in shares 5,733 5,733 5,733 Earnings for the year 3,787 3,787 (132) 3,655 Allocation of earnings 231 (231) - - Other transactions 1,768 1 21,780 (20,222) 347 1,906 (55) 1,851 31 December 2006 117,316,237 58,658 214,881 81,803 18,801 4,870 3,787 382,800 125 382,925 Cambridge Consultant incubator (2,314) (2,314) (2,314) OCÉANE 2009 -- Construction efforts loan -- Translation differences (16,123) (16,123) (16,123) Changes in value recorded directly in Shareholder’s equity - - - (2,314) (16,123) - (18,437) - (18,437) Capital operations - Spring 885,063 443 2,186 2,629 2,629 Payments in shares 3,443 3,443 3,443 Earnings for the year 21,594 21,594 (48) 21,546 Allocation of earnings 3,787 (3,787) - - Other transactions 4,477 885 5,362 15 5,377 31 DÉCEMBER 2007 118,201,300 59,101 220,510 90,067 16,487 (10,368) 21,594 397,391 92 397,483

2007 Registration document 89 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

CASH FLOW STATEMENT

The reconciliation of total cash on the balance sheet to net cash in the table above is as follows:

(in thousands euros) 31 December 2007 31 December 2006

Cash equivalents 97,517 54,700 Cash 80,082 71,526 Bank overdrafts - NET CASH FLOW 177,599 126,226

2007 2006 (in thousands euros) (12 months) (12 months)

Operating profit 70,649 45,449 Goodwill amortization 13,870 15,881 Operating income before goodwill amortization 84,519 61,330 Net operating depreciation expenses and provisions 15,756 3,590 Income and charges from stock options 3,443 6,333 Gains or losses on disposals 3,512 6,718 Other gains and charges (963) (2,596) Cash flow, before net interest expenses and taxes 106,268 75,375 Change in inventory and work in progress (389) 871 Change in client accounts and other receivables (15,266) (94,696) Change in supplier accounts and other payables 3,156 49,218 Change in working capital (12,499) (44,607) Net operating cash flow 93,769 30,768 Interest paid (23,990) (19,365) Interest received 1,125 2,213 Taxes paid (17,405) (4,613) Cash impact of other financial income and expenses 34 729 NET CASH FLOW GENERATED BY BUSINESS ACTIVITIES 53,533 9,732 Cash outflows for acquisition of fixed and intangible assets (19,687) (39,892) Cash inflows from disposal of fixed and intangible assets 3,235 11,589 Cash outflows for acquisition of financial assets (non-consolidated holdings) (99) - Cash inflows from disposal of financial assets (non-consolidated holdings) 1,532 907 Outflows associated with earn-out (9,441) (41,710) Impact of changes in scope of consolidation (2,925) (554) Dividends received (affiliates, non-consolidated holdings) - - Change in loans and advances granted (3,121) (5,615) Investment subsidies received 24 323 Other flows associated with investment transactions 2,842 3,195 NET CASH FLOW GENERATED BY INVESTMENT ACTIVITIES (27,649) (71,757) Sums received from Shareholders during capital increase 2,629 25,415 Inflows from new borrowings 3,923 42,432 Reimbursement of loans (38,103) (30,515) Other flows associated with financing operations 57,284 (11,627) NET CASH ASSOCIATED WITH FINANCING OPERATIONS 25,720 25,705 Impact of variations in exchange rates (905) (566) Impact of changes in accounting principles 670 CHANGES IN NET CASH FLOW 51,371 (36,886) Opening cash balance 126,226 163,112 Closing cash balance 177,599 126,226 NET CHANGE IN CASH POSITION 51,372 (36,886)

90 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of accounting and significant accounting policies 91 2. Scope of consolidation 98 3. Review of significant events during the financial year 2007 106 4. Notes relating to certain balance sheet items 108 5. Notes to the income statement 118 6. Major litigation and contingent liabilities 129 7. Off-balance sheet commitments 131 8. Related party transactions 132 9. Exposure to exchange rate and interest rate risk 132 10. Subsequent events 136

1. Basis of accounting and significant accounting policies

Altran Technologies is a French public limited company (société • IFRIC 14 – IAS 19 The Limit on a Defi ned Benefi t Asset Minimum anonyme) governed by French law, organised under the laws of France Funding Requirements and their Interaction (applicable as from subject to the laws and regulations governing commercial companies, 01/01/08); particularly the provisions of the French Commercial Code. • IAS 1 revised - Presentation of Financial Statements (applicable as from 01/01/09). 1.1 Basis of accounting The group is currently assessing the possible impact of these new Under European regulation 1606/2002 of 19 July 2002, the Altran standards on the consolidated fi nancial statements. Technologies group (“Altran”) is required to prepare its consolidated fi nancial statements for the year ended 31 December 2007 using the 1.2 Basis for first-time adoption of IFRS international accounting standards effective on 31 December 2007 as endorsed by the European Union and in accordance with the related Altran prepared an opening IFRS balance sheet at 1 January 2004 IFRIC interpretations without modifi cation. with retrospective application using the standards applicable for the preparation of the fi rst IFRS fi nancial statements (at 31 December The group applied the following new standards and interpretations 2005), as if these standards had always applied, with the exception of since 1 January 2007: the options set out below. • amendments to IAS 1: Presentation of fi nancial statements; Options linked to the opening balance sheet • IFRS 7: Financial Instruments: Disclosures. at 1 January 2004: IFRS 1 sets out specifi c provisions for the retrospective treatment of The application of the following standards, amendments and interpretations is optional in 2007 assets and liabilities in compliance with IFRS. The group has applied the following options: The following standards, amendments and interpretations will not be adopted by the group until a later date: • business combinations: Altran has chosen not to restate business combinations prior to 1 January 2004 in compliance with the • IFRS 8 – Operating segments (applicable as from 01/01/2009); provisions of IFRS 3; • IAS 23 revised – Borrowing costs (applicable as from 01/01/09); • property, plant & equipment and intangible assets: Altran has • IFRIC 11 – IFRS 2 group and Treasury Share Transactions (applicable chosen to recognise property, plant & equipment and intangible to accounting periods starting on or after 01/03/07); assets at historical value and not at fair value at the date of transition to IFRS;

2007 Registration document 91 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

• post-retirement benefi ts: actuarial gains and losses arising 1.5 Translation of financial statements from pension liabilities existing at 1 January 2004 are included of foreign subsidiaries in its retirement benefi t obligation, recognised directly under equity. Actuarial gains and losses arising after 1 January 2004 are The group’s consolidated fi nancial statements are presented in euros. recognised prospectively; Translation of financial statements of foreign • translation adjustments relating to foreign entities: reclassifi ed subsidiaries in consolidated reserves all cumulative translation gains and losses The balance sheets of companies whose functional currency is not the arising from the translation of the fi nancial statements of its foreign euro are translated at the exchange rates prevailing on the closing date subsidiaries at 1 January 2004. This adjustment had no impact on and their income statements and cash fl ow statements at the average opening Shareholders’ equity at 1 January 2004. These translation exchange rate over the period. The resulting exchange differences are adjustments will not be recognised in the income statement at a recognised in equity under “Exchange differences”. later date when the foreign entities in question are deconsolidated; Goodwill and fair value adjustments arising upon acquisition of a • share-based payment (stock options): Altran has adopted IFRS 2 foreign entity are treated as assets and liabilities of the foreign entity. for stock option plans granted after 7 November 2002 and that had Accordingly, they are expressed in the entity’s functional currency and not vested at 1 January 2005. Stock option plans prior to 7 November translated at the rate prevailing on the closing date. 2002 are not measured or recognised; The group recognised the exchange differences arising from the • fi nancial instruments: Altran has adopted IAS 32 and IAS 39 as translation of the fi nancial statements of its foreign subsidiaries from 1 January 2005. French GAAP applies to the recognition of at 1 January 2004 in “Reserves attributable to equity holders of the fi nancial instruments on the balance sheet as at 1 January 2004, parent company” after taking into account other IFRS adjustments at 30 June 2004 and 31 December 2004. that date (see § 8).

1.3 Consolidation Transactions in foreign currencies Transactions in foreign currencies are recorded at the exchange rate Subsidiaries over which Altran exercises exclusive control, either at the date of the transaction. At the end of the period, assets and directly or indirectly, are fully consolidated. liabilities in foreign currencies are converted at the exchange rate Companies which are not controlled by Altran but over which Altran prevailing at the closing date. exercises signifi cant infl uence are accounted for using the equity The corresponding exchange differences are recorded in the income method. statement: • under operating income for commercial transactions; 1.4 Use of estimates • under fi nancial income/(expense) for fi nancial transactions. The fi nancial statements are prepared based on estimates and assumptions which may have an impact on the carrying amount of certain balance sheet or income statement items, and on information 1.6 Presentation of financial statements set out in the notes. Altran reviews these estimates and assumptions regularly to take account of past experience and other factors Consolidated balance sheet considered relevant given the economic environment. These estimates, IAS 1 “Presentation of fi nancial statements” provides for a separate assumptions or assessments are made based on information or situations presentation on the balance sheet of current and non-current items. existing at the date the fi nancial statements were prepared, and may Asset and liability items relating to the operating cycle and which are subsequently differ from reality. These estimates mainly concern due within less than twelve months are presented as current items. All provisions (€47.1 million), assumptions used for preparing business other items are classed as non-current items. plans used for carrying out impairment tests on intangible assets (€515.5 million), recognition of deferred tax assets (€61.3 million) and Deferred tax assets and liabilities are non-current items. earn-out commitments (less than €1 million based on the assumption Minority interests are recorded in equity on the consolidated balance of 5% annual growth in net income as from 2008). sheet.

Consolidated income statement The group presents its income statement by nature. The operating income represents all income and costs which do not arise from fi nancial activities and tax. Other non-recurring operating income and costs result from operations which, by their nature, amount and/or frequency, cannot be considered as part of the group’s regular activities and results.

92 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

In particular, net income from the disposal of a minority stake held Changes to the operational scopes are assessed annually. by Cambridge Consultants Ltd, restructuring charges, charges or A CGU must therefore belong exclusively to one of the geographical income relating to litigation, or any other non-recurring item affecting areas defi ned by Altran as a primary sector. the comparability of the current operating result from one period to another. The recoverable value is the greater of either the fair value less costs to sell, where the latter can be defi ned, or the value in use. Goodwill impairment is presented under non-current operating income. Fair value less costs to sell is the best estimate of the amount for which property could be exchanged between knowledgeable, willing parties in an arm’s length transaction. This estimate is made based on available 1.7 Goodwill market information taking into account the specifi c context. Goodwill represents the difference between the acquisition price of The value in use applied by Altran corresponds to the value based on the consolidated or equity-accounted companies and the group’s share in discounted cash fl ows of the CGUs in question. They are determined their re-stated net assets at the date the shares are acquired. based on the following economic assumptions and forecasted operating The price of shareholdings acquired consists of a fi xed amount conditions: settled at acquisition and, in the majority of cases, additional annual • the cash fl ows derived from the business plans of the units in instalments sums which are variable and are calculated depending on question and available on the valuation date, extended for a fi xed the future results of the companies acquired (earn-outs). period of fi ve years; These additional earn-outs increase the initial goodwill. • thereafter, the terminal value is calculated by capitalising the fi nal The additional earn-outs are paid based on the earnings of the cash fl ow for the explicit period (terminal growth rate of 3%); previous year and are recognised in assets and offset by debts on fi xed • the discount rate corresponds to a weighted average cost of capital assets. The estimated amount of these additional earn-out payments after tax are recognised in off-balance sheet commitments, based on various earnings assumptions. The recoverable values, essentially based on the value in use, are then compared with the net book values to determine goodwill impairment. Goodwill is not amortised, but is subject to an impairment test on 31 December every year and more frequently if there are indications that goodwill might be impaired. 1.8 Intangible assets The impairment test assesses the recoverable value of each entity Intangible fi xed assets consist mainly of brands, licenses, software generating its own cash fl ow (cash generating units) and concerns the and development costs. They are accounted for at their acquisition or business value of each entity contributing to intangible and tangible production cost. assets. A cash generating unit (CGU) is the smallest identifi able group of Brands assets whose continuous use generates cash infl ows which are largely Identifi able brands, recognised in the framework of business independent of cash infl ows generated by other assets or groups of combinations and which benefi t from legal protection, are recognised assets. as intangible assets. As they have an indefi nite useful life, they are not amortised and are subject to an impairment test on 31 December In the past the group has acquired several companies in different and more frequently if there are indications that goodwill might be countries and the majority of these companies have maintained impaired. Brands are tested by all CGU’s which use them. the scope of their activity and a certain independence in terms of management. For these companies, a CGU corresponds to the acquired Brands developed internally are not capitalised. entities (that generate independent cash fl ows). Software Where activities are grouped under a single operational branch, the CGU is formed at national level or at geographical area level. Software is amortised on a straight line basis over its estimated useful life which does not exceed 5 years. CGUs identifi ed within the group are therefore legal entities or an operational unit, with the exception of: Patents • where in any given country there is a parent company that owns Patents are amortised on a straight line basis over their legal protection an operational subsidiary, then both entities together constitute a period. CGU; • where several legal entities are managed by the same team and have a unifi ed business plan, then these entities are grouped together in a single CGU.

2007 Registration document 93 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

Development costs the long-term, are treated as available for sale and are therefore valued All expenses meeting all the criteria set out by IAS 38, which defi nes at their fair value at each closing date. The fair value corresponds to the development costs, are registered as intangible assets and amortised last known share price for listed shareholdings and the market value for over the life of the project. non-listed shareholdings. Positive and negative changes in fair value are recorded in equity under “Reserves attributable to equity holders of the Other expenses are considered as research costs and are expensed in parent company”. Where there is an objective indication of a durable the income statement. and signifi cant impairment of long-term investments, a provision for depreciation is recognised under “non-recurring charges”. 1.9 Property, plant & equipment Non-current fi nancial assets also include assets from pension funds, “construction effort” loans and deposits and guarantees. They can be Property, plant & equipment are accounted for at acquisition cost. subject to a provision for depreciation if there is an objective indication Borrowing costs are not included in the value of property, plant of impairment. “Construction effort” loans do not bear interest and are & equipment. They are amortised on a basis that refl ects the pattern valued at their fair value, determined using a market discount rate for in which their future economic benefi ts are expected to be consumed a similar instrument. in the case of each asset item on the basis of the acquisition cost, less any residual value if applicable. The straight line method is applied for Operating receivables and various receivables the following: Trade receivables and other receivables are accounted for at nominal • fi xtures & fi ttings: 10 years value. Receivables which are due within less than one year and/or less than an operating cycle are classed as “current assets”. A provision • computer and offi ce equipment: 4 years for depreciation is recognised when their book value, based on the • offi ce furniture: 10 years probability of recovery, is lower than the value entered for them. These amortisation periods are reviewed annually and are modifi ed if Short-term investments expectations differ from previous estimates. Short-term investments or cash equivalents are valued at their fair Real estate assets have been valued by component at the date of value at each closing date. They consist primarily of monetary bonds transition to IFRS and retrospectively. Amortisation is calculated and deposit certifi cates. Gains or losses in value, unrealised or realised, by component depending on the useful life of each component as are registered in the income statement under “Income from cash and follows: cash equivalents”. • structure: 20 to 50 years • fi xtures & fi ttings: 10 to 30 years 1.12 Financial liabilities as from 1 January 2005 Financial liabilities include a convertible bond loan, bank loans, banking 1.10 Inventories and work in progress facilities and other current and non-current liabilities. for services provided Bonds convertible into and/or exchangeable for new or Inventories are stated at the lower of cost and net realisable value. existing shares (“OCEANE”) An assessment of work in progress for services provided is made at This so-called “hybrid” fi nancial instrument contains both fi nancial the closing date at cost price as long as all the formal conditions for debt and equity components. In compliance with IAS 32 “Financial registering production and completion are not entirely met (see 1.19). Instruments”, the equity component corresponds to the difference between the nominal value of the issue and the debt component. The latter is calculated as the fair value of a debt without the conversion 1.11 Financial assets as from 1 January 2005 option but otherwise presenting identical characteristics. The value registered under equity corresponding to the conversion option is not Financial assets consist of long-term investments, long term loans revalued during the term of the loan. The debt component is measured and receivables, trade receivables, various receivables and short-term at its depreciated cost over its estimated useful life. investments. The part of the bond loan due within one year is classed under “Current Long-term investments, long-term loans and bond loan”. receivables Altran owns stakes in companies without exercising signifi cant infl uence Bank loans or control. These investments are made as part of an “incubator” Bank loans are initially measured at fair value, less transaction costs strategy. The intention is to invest in companies which seek to develop directly attributable to the transaction. Thereafter they are measured innovative, high technology products. The shares in these non- at amortised cost based on the effective interest rate method. Loan consolidated companies, which the Management intends to maintain in issuing costs are registered in the income statement under “Cost of

94 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

gross fi nancial debt” over the term of the loans and based on the under “Other fi nancial income” or “Other fi nancial expenses” in the effective interest rate method. income statement.

Bank overdrafts 1.14 Treasury shares Bank overdrafts are recognised at nominal value. Treasury shares purchased are deducted from equity on the basis of Other current and non-current financial liabilities their acquisition cost. When treasury shares are sold any gains and losses are registered in consolidated reserves for the amount after tax. These items mainly include employee profi t-sharing.

1.13 Derivative financial instruments as from 1.15 Provisions for liabilities and charges 1 January 2005 Pursuant to IAS 37 “Provisions, contingent liabilities and contingent assets”, provisions for liabilities and charges are entered when, on the As the income and expenses arising out of intellectual services closing date, the group has an obligation to a third party which probably provided to clients are generally registered in the same country, and or certainly will result in an outfl ow of resources to the third party. are consequently in the same currency, no foreign exchange hedging policy has been implemented. The estimate of the provision corresponds to the outfl ow of funds which the group will probably have to bear in order to meet its obligation. Altran uses interest rate swaps and currency futures contracts to Provisions which correspond to outfl ows due in over two years’ time manage its interest rate and exchange rate risks. These instruments are discounted. are used in connection with the group’s fi nancing operations and cash management. Altran’s main provisions for liabilities and charges, excluding provisions for pension related liabilities, include: Measurement and presentation • estimated costs for litigation, disputes and lawsuits with third Derivatives are measured at fair value when they are initially recorded. parties or former employees; Their fair value is reassessed at each closing date based on market conditions. • estimated restructuring costs. In the event of restructuring, an obligation is recognised as soon as Recognition of hedging derivatives the restructuring programme has been announced and the group has When derivatives are classed as hedging instruments pursuant to drawn up or started to implement a detailed restructuring plan, prior to IAS 39, their treatment varies depending on whether they are: the closing date. • fair value hedges of existing assets or liabilities; Non-current provisions correspond to provisions which are not directly linked to the operating cycle and which are due in over a year. future cash fl ow hedges. • They include provisions for litigation. The proportion of non-current The group designates the hedging instrument and the hedged item provisions which is due in less than a year is presented on the balance at the inception of the hedge. It formally documents the hedging sheet in current provisions. relationship, in order to measure its effectiveness over the given Contingent liabilities correspond to potential obligations resulting from period. past events which are contingent upon the occurrence of future events Hedge accounting has the following consequences: and over which the group does not have total control, or to probable obligations for which the outfl ow of resources is uncertain. They are • for fair value hedges of existing assets or liabilities, changes in fair set out in detail in § 6. value of the derivative are recorded in the income statement and the corresponding hedged item registered in the balance sheet is revalued and offset in the income statement. Any difference arising 1.16 Employee benefits between these two re-evaluations represents the ineffectiveness of the hedging relationship; Altran has commitments in various defi ned benefi ts retirement plans, termination compensation/end of career compensation and other • for future cash fl ow hedges, the effectiveness of changes in fair forms of employee benefi ts. The specifi c characteristics of these plans value of the hedging instrument are recognised directly in equity depend on the applicable regulations in the countries concerned. in a specifi c reserve account and the hedge ineffectiveness is recognised in the income statement. The amounts recognised in The main countries which use retirement plans with defi ned benefi ts the reserve account are recycled to the income statement as the are Germany, Japan and the Netherlands. hedged fl ows are accounted for. Termination compensation and end of career compensation is generally paid via a lump sum calculated based on the employee’s years of Recognition of derivatives which do not qualify service and his/her annual salary upon termination/retirement. The as hedges main plans of this kind concern employees of the group’s French and Derivatives which are not designated as hedges are initially and Italian companies. subsequently valued at fair value. Changes in fair value are recognised

2007 Registration document 95 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

In compliance with IAS 19, the contributions paid in respect of defi ned Employee share issue contributions plans are expensed over the period and all staff benefi ts During the fi rst half of 2006, Altran Technologies launched a share are measured annually using the projected unit credit method taking issue reserved for employees within the scope of article L.225-138-1 of into account the specifi c economic conditions of each country, some the French Commercial Code and article L.443-5 of the French Labour of which are set out in § 4.13: mortality, staff turnover, salary increases, Code. discount rates and expected rates of return from funds invested to guarantee pension plans. This share issue was offered to all group employees in France, Germany, Spain, Italy, United Kingdom, Ireland, Sweden, Belgium, Luxembourg, These commitments are covered either by pension funds to which The Netherlands, Portugal and Austria. Altran contributes, or by provisions registered on the balance sheet as and when employees acquire the corresponding rights. The net The group gave employees the opportunity to become Shareholders commitment is accounted for in “Non-current employee benefi ts”. of the company via a share issue reserved for employees. In those countries which satisfy the legal and tax requirements, the group Actuarial gains and losses may result from the difference generated offered two types of investment: the traditional share ownership plan between projected commitments and the actuarial valuation (based (subscription of shares with a 20% discount on the listed share price) on new projections and actuarial assumptions) and the difference and the leveraged plan (award of share subscription warrants for an between the expected return and the actual return on the plan assets. equivalent amount). Altran has recorded actuarial gains and losses in the income statement With regard to the traditional share ownership plan the benefi ts as from 1 January 2004 using the corridor method. This entails granted to employees are valued at the fair value of the shares granted spreading the actuarial losses and gains in excess of 10% of the greater on that date taking into consideration the lock-in cost. The discount of the defi ned benefi t obligation or the fair value of plan assets, over the for non-transferability was estimated by valuing the cost of a hedging residual employment term for those employees still in service. Where strategy combining forward contracts for the sale of non-transferable the group creates a new plan or improves an existing one the vested shares and the cash purchase, fi nanced via a loan, of an equivalent portion of the past service cost is recorded immediately in the income number of transferable shares using a valuation model based on market statement and the unvested portion of past service cost is amortised parameters. The difference between the discount and the lock-in cost over the vesting period. Length of service bonuses connected with long materialised by the purchase of futures contracts is expensed in the service medals were recognised for the fi rst time on 1 January 2004. income statement. As regards the leveraged share ownership plan, the group values 1.17 Share-based payments the benefi t awarded to employees by creating a model based on the following scenario: In compliance with IFRS 2 “Share-based payments”, stock purchase and subscription options and employee share issues are measured at • the employee borrows an amount equal to the discounted share fair value on the date the options are granted. price and pays the interest on the loan; • the employee sells its options (calls) to a bank. Stock purchase and subscription options Altran has created several stock option plans for the benefi t of certain The difference between the sale price of the options and the cost members of staff. of debt is expensed immediately in the income statement under “Employee benefi ts expense” as there is no vesting period and is offset Stock options are measured at fair value on the date the options are in equity. granted. Fair value is the value of the benefi t awarded to the employee. It is recognised under “Employee benefi ts expense” in the income The parameters used are set out in note 5.4. statement, on a straight line basis over the vesting period, and offset in equity. Bonus shares In the second half of 2007, Altran launched a bonus share plan for the The fair value of the stock option is determined using the “Black group’s consultants. & Scholes” or the “Hull & White” method, which use parameters such as the exercise price of the options, the maturity of the options, the The group values the benefi t awarded to employees based on the share price at the date of grant, the share price’s implicit volatility, guidance issued by the CNC the French national Accounting Board assumptions as regards the turnover of employees benefi ting from (Conseil National de la Comptabilité): the options and the risk free interest rate. The parameters used at the • the employee borrows an amount equal to the share price at the closing date are set out in § 5.4. defi ned price and pays the interest on the loan; • the employee sells forward its options (calls) to a bank. The difference between the sale price and the cost of debt is expensed in the income statement under “Employee benefi ts expense”, on a straight line basis over the vesting period and is offset in equity.

96 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

1.18 Deferred taxes Services provided which do not meet the aforementioned conditions are entered at cost price under “Work in progress”. Deferred taxes are recognised on all temporary differences between the book value and tax base of assets and liabilities, and on tax losses, In compliance with IAS 18 “Revenue”, re-invoicing of non-margined using the liability method. consultant fees linked to commercial services is deducted from external charges. Altran offsets deferred tax assets and liabilities by fi scal entity. In compliance with IAS 12 deferred tax assets and liabilities are not discounted. 1.20 Foreign exchange gains and losses Deferred tax assets are only recognised when their recovery is Realised and unrealised foreign exchange gains and losses resulting probable. In assessing its capacity to recover these assets, Altran takes from operational activities are recognised under “Other revenues” into account the following elements: or “Other operational income and expenses”. Those resulting from • results forecasts as determined in the business plans used for fi nancing operations, or from the hedging of investing and fi nancing impairment tests; activities, are recognised under “Cost of the gross fi nancial debt” and “Other fi nancial income and expenses”. • tax losses arising before and after group tax relief. Deferred taxes in relation to all intangible fi xed assets acknowledged 1.21 Earnings per share at the time of business combinations are accounted for (brands, etc.). The group presents basic and diluted earnings per share. 1.19 Sales The non-diluted (basic) earnings per share corresponds to net income attributable to the group, divided by the weighted average number of Sales correspond to the amount for services provided by all of the shares outstanding during the year, net of treasury shares. consolidated companies of the group. The diluted earnings corresponds to the net income attributable to the The recognition method for sales and costs depends on the nature of equity holders of the parent, after deducting the fi nancial cost of the the service. The group realises the majority of its services on a cost- dilutive debt instruments and their impact on employee shareholding plus basis. and after the corresponding tax impact. The number of shares chosen for the calculation of the diluted earnings takes into account the Cost-plus service conversion into ordinary shares of dilutive instruments outstanding Sales and associated costs are recognised as the project advances on at year-end (share subscription options or convertible bonds) when the basis of time spent in relation to total time set out in the contract. they are likely to have a dilutive effect, which is the case for share subscription options, when their exercise price is lower than the market Fixed rate service price (average share price for Altran Technologies shares over the year). In cases where fi xed rate contracts are concluded with a result obligation, sales and results are registered in compliance with IAS 18 Diluted and basic earnings per share are identical when basic earnings using the percentage of completion method defi ned by IAS 11. The per share result in a loss. To ensure comparability of earnings per stage of completion is determined based on the percentage of costs share, the weighted average number of shares outstanding during the incurred for work carried out compared with total estimated costs. year (and previous years) is adjusted to take into account any capital When it is likely that total estimated costs for the contract will exceed increases carried out at a share price lower than the market price. total income from the contract, a provision is made for the expected Treasury shares deducted from consolidated equity are not taken into loss upon termination. account in calculating earnings per share.

2007 Registration document 97 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

2. Scope of consolidation

The consolidated fi nancial statements include the fi nancial statements of Altran Technologies and of the subsidiaries it controls. All of the group’s subsidiaries are fully consolidated.

Closing Opening Consolidation Closing Interest Consolidation Closing Interest Method rate rate rate Method rate rate rate Change

ALTRAN DEUTSCHLAND (ex- BETEILIGUNGS) FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 EUROSPACE FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 BERATA (DEU) FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 CHS DATA SYSTEMS FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ARTHUR D. LITTLE (DEU) FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 BERATA SERVICE Germany GMBH FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ALTRAN CIS (DEUTSCHLAND) FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 SUTHERLAND CONSULTING (DEU) FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ASKON CONSULTING GROUP GMBH FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 DE SIMONE ET OSSWALD BERLIN FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 GT CONSULTING Northern GMBH FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 area ALTRAN Austria AUSTRIA GMBH FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 ARTHUR D. LITTLE AUSTRIA FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ALTRAN Romania ENGINEERING ROMANIA SRL FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ALTRAN EUROPE FC 100.00 100.00 99.99 FC 100.00 100.00 99.99 ALTRAN CIS (BELGIUM) FC 100.00 100.00 94.06 FC 100.00 100.00 94.06 DE VALCK CONSULTANTS FC 100.00 100.00 94.10 FC 100.00 100.00 94.10 ALTRAN BELGIUM FC 100.00 99.00 94.05 FC 100.00 99.00 94.05 NETARCHITECTS Belgium EUROPE NC 0.00 0.00 0.00 FC 100.00 100.00 94.90 Merged ADVENTEC NC 0.00 0.00 0.00 FC 100.00 100.00 94.05 Merged DCE CONSULTANTS (BEL) FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 ARTHUR D. LITTLE BELGIUM FC 100.00 100.00 94.05 FC 100.00 100.00 94.05

98 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

Closing Opening Consolidation Closing Interest Consolidation Closing Interest Method rate rate rate Method rate rate rate Change

ALTRAN LUXEMBOURG FC 100.00 99.90 94.91 FC 100.00 99.90 94.91 ALTRAN CIS Luxembourg (LUXEMBOURG) FC 100.00 100.00 94.91 FC 100.00 100.00 94.91 DCE CONSULTANTS (LUX) FC 100.00 99.90 94.81 FC 100.00 99.90 94.81 ALTRAN INTERNATIONAL FC 100.00 95.00 95.00 FC 100.00 95.00 95.00 ALTRAN TECHNOLOGIES NETHERLANDS FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 FAGRO CONSULTANCY FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 ALTRAN CIS B.V. FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 Netherlands ALTRAN NETHERLANDS FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 ARTHUR D. LITTLE NETHERLANDS FC 100.00 100.00 94.05 FC 100.00 100.00 94.05 DCE HOLDING (NLD) FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 DCE CONSULTANTS BV (NLD) FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 ALTRAN SCANDINAVIA FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ALTRAN Northern TECHNOLOGIES area SWEDEN AB FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 CONSIGNIT AB Sweden SWEDEN FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 LILLA BOMEN - SWEDEN HOLDING NC 0.00 0.00 0.00 FC 100.00 100.00 100.00 Merged ARTHUR D. LITTLE (SWE) FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 CONSIGNIT Denmark DENMARK FC 100.00 100.00 100.00 NC 0.00 0.00 0.00 Creation ALTRAN SWITZERLAND FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 BERATA (CHE) NC 0.00 0.00 0.00 FC 100.00 100.00 100.00 Merged INNOVATICA NC 0.00 0.00 0.00 FC 100.00 100.00 100.00 Merged INFOLEARN NC 0.00 0.00 0.00 FC 100.00 100.00 100.00 Merged DE SIMONE & OSSWALD HOLDING NC 0.00 0.00 0.00 FC 100.00 100.00 100.00 Merged Switzerland CONSULTRAN (CHF) NC 0.00 0.00 0.00 FC 100.00 100.00 100.00 Merged ARTHUR D. LITTLE SCHWEIZ FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ALTRAN AG (CHE) FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ALTRAN AG NC 0.00 0.00 0.00 FC 100.00 100.00 100.00 Merged CSI SCHWEIZ FC 100.00 100.00 95.00 NC 0.00 0.00 0.00 Creation

2007 Registration document 99 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

Closing Opening Consolidation Closing Interest Consolidation Closing Interest Method rate rate rate Method rate rate rate Change

ALTRAN UK FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 HIGH INTEGRITY SYSTEMS FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ALTRAN TECHNOLOGIES UK FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 PRAXIS HIGH INTEGRITY SYSTEMS LTD FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ALTRAN CRITICAL SYSTEMS NC 0.00 0.00 0.00 FC 100.00 100.00 100.00 Liquidated I.B.D. FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 ASPECT ASSESSMENT NC 0.00 0.00 0.00 FC 100.00 100.00 100.00 Liquidated GRESHAM BELL NC 0.00 0.00 0.00 FC 100.00 95.00 95.00 Liquidated United CYGNITE NC 0.00 0.00 0.00 FC 100.00 100.00 100.00 Liquidated Kingdom HILSON MORAN PARTNERSHIP FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 Northern area CCL ACQUISITION NC 0.00 0.00 0.00 FC 100.00 100.00 100.00 Liquidated CAMBRIDGE CONSULTANTS FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ARTHUR D. LITTLE (GBR) FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 DCE CONSULTANTS (GBR) FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 SYNECTICS (UK) FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 SUTHERLAND CONSULTING (UK) FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 CONSIGNIT LIMITED UK FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ALTRAN IRELAND FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 Ireland ALTRAN TECHNOLOGIES IRELAND FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 ALTRAN DO BRASIL FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 TECNOLOGIA E CONSULTORIA BRASILEIRA (TCBR) FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 TDA DESENHO E Southern Brazil ARTES FC 100.00 60.00 57.00 FC 100.00 60.00 57.00 area ALTRAN CONSULTORIA EM TECNOLOGIA (A.C.T) FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 ARTHUR D. LITTLE (BRAZIL) FC 100.00 100.00 95.00 FC 100.00 100.00 95.00

100 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

Closing Opening Consolidation Closing Interest Consolidation Closing Interest Method rate rate rate Method rate rate rate Change

ARTHUR D. LITTLE DE Venezuela VENEZUELA FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 CONSULTORES FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 ALTRAN E.S.P. FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 SOFTWARE DE BASE FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 STE CONSULTING FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ALTRAN CIS SPAIN FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 INTELLIGENT ADVISORS FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ALTRAN DSD FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 CSI SPAIN FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 CONSULTRANS (ESP) FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ADVANCED GLOBAL SOLUTIONS FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 TRANSPORTES E INFORMATICA FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 Southern SERTEC area SOLUTIONES INFORMATICAS FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 Spain S2 SOLUCIONS SERVEIS INFORMATICA FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 MEDIA CONSULTORES DE INGENIERIA FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 BARNAZ HOLDING FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ARTHUR D. LITTLE S.L. (ESP) FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 I.C.E.A.C.S.A. FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 U.S.M. ENDECAR NC 0.00 0.00 0.00 FC 100.00 100.00 100.00 Disposed COBLENZA HISPANA DE SISTEMAS FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 AGENCIA DE CERTIFICATION INNOVATION FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 STRATEGY AND INNOVATION ADVISORS FC 100.00 100.00 100.00 FC 100.00 100.00 100.00

2007 Registration document 101 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

Closing Opening Consolidation Closing Interest Consolidation Closing Interest Method rate rate rate Method rate rate rate Change

ALTRAN ITALIA FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 CEC CONCURRENT ENGINEERING CONSULTING FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 INGENIERIA DEI SISTEMI LOGISTICI FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ALTRAN CIS (ITALY) FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 CEDATI FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 TQM CONSULT FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 Italy ATHENA (ex- OTBA ITALIE) FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ARTHUR D. LITTLE (ITA) FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 C-QUENTIAL (ITA) HOLDING NC 0.00 0.00 0.00 FC 100.00 100.00 100.00 Liquidated Southern area ALTRAN SERVIZI FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 RSI TECHNOLOGIES FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 CSI ITALIE FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 HILSON MORAN ITALY FC 100.00 100.00 100.00 NC 0.00 0.00 0.00 Acquisition ALTRAN PORTUGAL SGPS FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 ALTRAN CIS Portugal FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 ALTIOR Portugal CONSULTORIA E ENGENHARIA FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 ALTRANTEC CONSULTORIA E ENGENHARIA TECNOLOGICA FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 SERTEC Andorra INTERNATIONAL FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ALTRAN TECHNOLOGIES FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ALTRAN SYSTèMES D’INFORMATION FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ARENDI CONSULTING FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 AXIEM FC 100.00 99.99 99.99 FC 100.00 100.00 100.00 DP CONSULTING FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ALTRAN France INVOICING FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 T. MIS CONSULTANTS FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 DATACEP FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 TRININFOR NC 0.00 0.00 0.00 FC 100.00 100.00 100.00 Merged ACTISYS (GROUPE DATACEP) NC 0.00 0.00 0.00 FC 100.00 100.00 100.00 Merged CADIX NC 0.00 0.00 0.00 FC 100.00 100.00 100.00 Merged ETHNOS NC 0.00 0.00 0.00 FC 100.00 99.60 99.60 Merged

102 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

Closing Opening Consolidation Closing Interest Consolidation Closing Interest Method rate rate rate Method rate rate rate Change

EDIFIS FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 DCE CONSULTANTS FRANCE NC 0.00 0.00 0.00 FC 100.00 100.00 100.00 Merged MAP FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 EXCELLIA FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 NESS CONSULTING FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 DIOREM FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 IMNET FRANCE FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 S.S.C.E. NC 0.00 0.00 0.00 FC 100.00 100.00 100.00 Merged CERRI CONSULTING FRANCE NC 0.00 0.00 0.00 FC 100.00 99.72 99.72 Merged ALGOPLUS FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ALGONORM FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ADL SERVICES FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ARTHUR D. LITTLE (FRA) FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ALTIAM NC 0.00 0.00 0.00 FC 100.00 100.00 100.00 Merged GMTS FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 ALTRAN FRANCE EXECUTIVE MANAGEMENT NC 0.00 0.00 0.00 FC 100.00 100.00 100.00 Merged France LOGIQUAL SO FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 APHRODITE TECHNOLOGIES SAS FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 APOPIS TECHNOLOGIES SAS FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 DIONYSOS TECHNOLOGIES FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 HÉLÈNE TECHNOLOGIES SAS FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 CSI France FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 LOKI TECHNOLOGIES SAS FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 OLIVIA TECHNOLOGIES SAS FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 SYLVIE TECHNOLOGIES SAS FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 VALÉRIE TECHNOLOGIES FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 NESS OBJETCT FC 100.00 100.00 100.00 FC 100.00 100.00 100.00 NESS WARE FC 100.00 100.00 100.00 FC 100.00 100.00 100.00

2007 Registration document 103 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

Closing Opening Consolidation Closing Interest Consolidation Closing Interest Method rate rate rate Method rate rate rate Change

United Arab ADL MIDDLE Emirates EAST FC 100.00 100.00 95.00 NC 0.00 0.00 0.00 Creation ARTHUR D. LITTLE HOLDING (JAPAN) FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 ARTHUR D. LITTLE HONG Hong Kong KONG (HKG) FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 ALTRAN CHINA FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 CONTROL SOLUTIONS INTERNATIONAL - ASIA FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 ALTRAN India TECHNOLOGIES INDIA FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 ARTHUR D. LITTLE JAPAN FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 Japan ALTRAN JAPAN KK FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 Rest CSI JAPAN FC 100.00 100.00 95.00 NC 0.00 0.00 0.00 Creation of the ADL YUHAN world HOESA FC 100.00 100.00 95.00 NC 0.00 0.00 0.00 Now i n FC ARTHUR D. LITTLE Acquisition Korea YUHAN HOESA NC 0.00 0.00 0.00 ME 25.00 25.00 23.75 of 75% ALTRAN TECHNOLOGIES KOREA YUHAN FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 ARTHUR Malaysia D. LITTLE (MALAYSIA) FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 ALTRAN HOLDINGS (SINGAPORE) FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 ALTRAN TECHNOLOGIES SINGAPORE FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 Singapore ARTHUR D. LITTLE SINGAPORE FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 DCE CONSULTANTS (SGP) NC 0.00 0.00 0.00 FC 100.00 100.00 95.00 Liquidated

104 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

Closing Opening Consolidation Closing Interest Consolidation Closing Interest Method rate rate rate Method rate rate rate Change

ALTRAN CANADA FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 CSI CANADA FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 Canada SYNECTICS CANADA FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 ALTRAN USA HOLDINGS FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 ALTRAN SOLUTIONS CORP FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 ALTRAN USA INC NC 0.00 0.00 0.00 FC 100.00 100.00 95.00 Merged THE JOHNSSON GROUP NC 0.00 0.00 0.00 FC 100.00 100.00 95.00 Disposed ALTRAN CONSULTING SOLUTIONS NC 0.00 0.00 0.00 FC 100.00 100.00 95.00 Merged CONTROL SOLUTIONS INTERNATIONAL FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 Rest ALTRAN United States of the CONSULTING world SYSTEMS FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 ALTRAN SOLUTION INC NC 0.00 0.00 0.00 FC 100.00 100.00 95.00 Merged IMAGITEK FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 ARTHUR D. LITTLE NORTH AMeRICA NC 0.00 0.00 0.00 FC 100.00 100.00 95.00 Merged ARTHUR D. LITTLE (USA) FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 CAMBRIDGE CONSULTANTS, INC FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 SYNECTICS CORP NC 0.00 0.00 0.00 FC 100.00 100.00 95.00 Merged SYNECTICS INC FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 ARTHUR D. LITTLE CHINA FC 100.00 100.00 95.00 FC 100.00 100.00 95.00 China ALTRAN SHANGHAI FC 100.00 100.00 95.00 NC 0.00 0.00 0.00 Creation CSI CHINA FC 100.00 100.00 95.00 NC 0.00 0.00 0.00 Creation

2007 Registration document 105 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

3. Review of significant events during the financial year 2007

3.1 Corporate governance The fi rst measures taken in collaboration with a consulting fi rm covered: The Management Board is comprised of two members: • sales effi ciency: reviewing the group’s sales organisation in terms • Mr Yves de Chaisemartin, Chairman; of costs and effi ciency; • and Mr Eric Albrand. • purchasing: reviewing the steps taken to implement a group-level They were appointed by the Supervisory Board on 11 January 2007, for purchasing policy; a duration of two years, in compliance with Altran Technologies’ by- • WCR: reviewing performance in terms of working capital laws. management; The Supervisory Board is currently comprised of the following • support functions France: analysing the organisation and members: performance of the support functions France; • Mr Dominique de Calan, Chairman; • international support functions: analysing the organisation and • Mr Michel Sénamaud, Vice-Chairman; performance of all international support functions. • Mr Roger Alibault; This plan is also supported by the actions taken pursuant to the former performance plan presented in 2005: • Mr Jacques-Etienne de T’Serclaes, Member of the Supervisory Board and Chairman of the Audit Committee, appointed on 5 March • positive effect of investments already made (IT, property, 2007 with effect from 30 March 2007. purchasing); Their term of offi ce is due to expire at the end of the Annual General • the group’s structure has been gradually simplifi ed since 2006 and Meeting held to approve the fi nancial statements for the year ended the number of companies has been reduced by a third; 31 December 2008. • the budget process has been reviewed: authorisation to incur Madame Guylaine Saucier resigned from the Supervisory Board on additional expenses is now subject to growth achievement; 15 February 2007. • full commitment to the execution of this plan is requested from country managers. 3.2 AMF’s Enforcement Committee Decision On 31 May 2007, Altran group was informed of the AMF’s Enforcement 3.4 The operational merger in Paris of Altran Committee Decision relating to the accounting periods ending Consulting & Information Services (CIS) and 31 December 2001 and 30 June 2002, imposing an administrative Altran Telecoms, Electronics & Media (TEM) penalty of €1.5 million. The Committee imposed a fi ne on the company Over the past few months the group has noted that both Information for the misconduct of its former managers who have now all left the Systems and Telecommunications have experienced strong growth group. This decision does not take into account the Rapporteur’s in France and that it is becoming harder to establish the boundary fi ndings which recommended far more moderate fi nes. This decision between these two large markets. penalises all of Altran’s current Shareholders for past actions. Altran has appealed against this decision. Nonetheless, the fi nancial penalty Therefore the group has decided to merge these two businesses in has been paid in full. Paris, opening up opportunities to: • create a new and unmatched Telecommunications offer for our CIS 3.3 2007/2009 Operational efficiency plan clients, mainly in the Bank and Insurance sector in which we are a key player; At the Shareholders’ Annual General Meeting held on 29 June 2007, • to expand our Information Systems offer for our TEM customers. Altran announced an operational effi ciency plan for 2007/2009 in an aim to improve group performance and signifi cantly reduce its indirect The group has also appointed a new management team to boost costs. creativity and increase shared offers between these two activities. The objective is to cut indirect costs by at least three percentage points The skills and size of the Altran CIS Paris and Altran TEM teams, will by 2009 reducing them to 25% of sales. In the medium term the group make this new merged business the driving force behind creating the aims to bring indirect costs down towards the industry average of 20% group’s value added offer. of sales.

106 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

3.5 Issuance of a new stock option plan this disposal were accounted for in the 2007 half yearly results, namely and bonus share plan for employees the partial impairment of goodwill linked to the disposal of this activity, with a negative impact of €7 million. On 20 December 2007, the group issued 2,589,830 stock options and 818,740 bonus shares to 2,191 employees. This plan represents 2.9% of USM Endecar in Spain was sold on 5 February 2007. This company’s the company’s share capital. sales totalled €2 million in 2006. This disposal had a net negative impact of €1.9 million in the fi rst half of 2007 (including -€2.4 million in capital losses arising from the deconsolidation, -€0.2 million in fees 3.6 Changes in scope of consolidation linked to the transaction and +€0.8 million in reversal of provisions). During 2007 the group completed several transactions affecting its scope of consolidation, including: Mergers & liquidations Within the framework of the group’s aim to streamline its scope of Acquisitions consolidation Altran carried out a number of mergers and liquidations in Switzerland, France, the United States, Belgium and the United Since it became part of the group on 1 August 2007, Hilson Moran Italia Kingdom. has generated sales totalling €1.4 million.

An option to purchase 75% of the share capital of the Korean subsidiary Creations Arthur D. Little Yuhan Hosea was exercised in August 2007. The The group created 6 new subsidiaries in 2007, namely to support the sales contribution of this company in the second half of 2007 was geographical diversifi cation of the US subsidiary CSI. €2.8 million. Disposals and liquidations had a negative impact of €1,823 thousand Disposals on consolidated net profi t. The US company The Johnsson group was sold on 2 July 2007 prior to liquidation. 2006 sales totalled €12.6 million. The consequences of

(in thousands euros)

Non-current assets 3,035 Shareholder’s Equity 2,704 Current assets (295) Income from divestment or liquidation (1,823) Non-current liabilities 487 Cash flow (340) Current liabilities 1,032 2,400 2,400

3.7 Refinancing Furthermore, the company has announced its decision to carry out a capital increase for a maximum of €130 million by 31 July 2008, which Given the fi nancing agreement signed on 16 April 2008 with a banking will enable it to strengthen its equity and position the group to boost its pool made up of four banks (see section 9.5.1 “Liquidity risk”), the development via targeted acquisitions. scheduled increased use of factoring, cash fl ow generation expected in 2008 and cash held at group level, the group should have suffi cient fi nancial resources to repay the convertible bond due on 1 January 2009.

2007 Registration document 107 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

4. Notes relating to certain balance sheet items

4.1 Net goodwill Changes in net goodwill:

Net value

Balance as of 31 December 2006 491,945 Earn outs 5,179 Loss in value (13,870) Changes in perimeter 1,743 Exchange rate changes (10,401) Other transactions 182 BALANCE AS OF 31 DECEMBER 2007 474,778

The increase in goodwill is mainly due to earn-out commitments on The impairment losses involved 6 Cash Generating Units. The acquisitions completed in former years for €6,140 thousand and carrying amount before impairment losses in 2007 totalled readjustments for earn-outs for 2006, paid in 2007 for a total of €488,649 thousand. (€961) thousand. At 31 December 2007, the goodwill impairment tests which led to the Changes in scope of consolidation includes: goodwill of €3,135 when recognition of the above impairments, were based on a discount rate 75% of ADL Yuhan Hoesa’s capital was acquired and a decrease after tax (WACC) of 8.92%, i.e. a discount rate before tax of between in goodwill arising from the disposal of “The Johnsson group” for 11% and 12%. (€1,521) thousand. The assumption of a 1 percentage point increase in WACC (i.e. 9.92%) The impairment losses recognised in the income statement totalled would have resulted in total impairment of €18,314 thousand. €13,870 thousand in 2007, i.e. €12,535 thousand for the fi rst half of 2007 and €1,335 thousand for the second half of 2007.

4.2 Intangible assets

Development Brands costs Software Other TOTAL

As of 31 December 2006 •Gross value at opening 34,398 4,719 22,109 1,097 62,323 •Amortization and provisions (1,922) (2,712) (15,656) (648) (20,938) •Net value at opening 32,476 2,007 6,453 449 41,385 Transactions during the period: • Acquisitions 63 657 3,659 291 4,670 • Disposals (61) (11) (72) •Net Amortization and provision expenses (66) (899) (3,606) (52) (4,623) • Changes in perimeter (13) (137) (41) (191) • Exchange rate changes 1 (95) (202) (9) (305) • Other transactions 14 - (46) (98) (130) TOTAL TRANSACTIONS (NET VALUE): (1) (474) (297) 121 (651) As of 31 December 2007 •Gross value at closing 34,399 4,760 23,290 1,057 63,506 •Amortization and provisions (1,924) (3,227) (17,134) (487) (22,772) • Net value at closing 32,475 1,533 6,156 570 40,734

The Arthur D. Little brand totals €31,968 thousand. In 2007, the net charge to depreciation and amortisation on intangible assets totalled €4,623 thousand and are included in depreciation, amortisation and provision charges.

108 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

4.3 Property, plant & equipment

General Office and facilities computer fixtures and equipment Land Construction furnishings and furniture Other TOTAL

As of 31 December 2006 •Gross value at opening 533 17,341 25,727 63,252 3,021 109,874 •Amortization and provisions (7,542) (14,293) (43,288) (1,763) (66,886) •Net value at opening 533 9,799 11,434 19,964 1,258 42,988 Transactions during the period: • Re-valuations recognised as Shareholders’ equity - • Losses in value recognised as Shareholders’ equity - • Acquisitions 224 4,419 9,318 311 14,272 •Disposals (150) (594) (1,319) (315) (79) (2,457) • Net amortization and provision expenses (493) (2,892) (8,274) (357) (12,016) • Changes in perimeter (16) 54 (3) (3) 32 • Exchange rate changes (726) (177) (498) (56) (1,457) • Other transactions (69) 202 172 (225) 80 TOTAL TRANSACTIONS DURING THE PERIOD (150) (1,674) 287 400 (409) (1,546) As of 31 December 2007 •Gross value at closing 383 14,177 27,834 64,913 2,578 109,885 •Amortization and provisions (6,052) (16,113) (44,549) (1,729) (68,443) • Net value at closing 383 8,125 11,721 20,364 849 41,442

The group owns property in France, Italy, in the United Kingdom and in In 2007, the net charge to depreciation and amortisation on Venezuela for a total of €8.5 million. property, plant and equipment totalled €12,016 thousand, including €12,235 thousand under depreciation, amortisation and provision None of the fi xed assets which have been fully amortised but are still in charges and a net release of €219 thousand included in non-current use, represent a signifi cant amount. operating income.

4.4 Non-current financial assets Non-current fi nancial assets are broken down as follows:

31/12/2007 31/12/2006

Available for sale Cambridge Consultants incubator 4,145 8,760 Loans and credits generated by the group Pension fund assets 8,990 8,944 Construction efforts loans 4,096 3,472 Construction efforts loans 8,493 8,791 21,579 21,207 TOTAL 25,724 29,967

4.4.1 Assets classed as “available-for-sale” Compared with 31 December 2006, the increase of €624 thousand is During 2007, the decrease of €4,615 thousand is namely due to the namely due to: devaluation of the Vectura and Elumin “Pelikon” shares, owned by CCL • the impact of the fair value of the “construction effort” loans i.e. in its activity as an incubator. €462 thousand, registered in the income statement;

4.4.2 Loans and receivables • and payments made in 2007 for a total of €1,086 thousand. “Construction effort” loans totalled €4,096 thousand at 31 December Other loans and receivables include deposits and guarantees. 2007 compared with €3,472 thousand at 31 December 2006.

2007 Registration document 109 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

4.5 Other non-current financial assets • doubtful debts net of provisions for €891 thousand; Other non-current fi nancial assets mainly include: • social security receivables due in more than one year for €760 thousand. • the receivable on the disposal of the Fagro Belgique business for €625 thousand; • €574 thousand placed in an escrow account in Brazil;

4.6 Inventories Inventories and work in progress are broken down as follows:

31/12/2007 31/12/2006

Raw materials 45 61 Service provisioning in progress 1,243 1,056 Finished goods 50 84 Provisions for inventory (55) (64) TOTAL 1,283 1,137

The amount of inventories and their depreciation recognised as expense A reversal of write-down of work in progress inventories was totalled (€15) thousand in 2007 compared with (€39) thousand in recognised in income for a total of €8 thousand in 2007 compared 2006. with €11 thousand in 2006. A write-down of inventories was registered in 2007 for €23 thousand. The write-down of work in progress inventories totalled €32 thousand in 2007 compared with €64 thousand in 2006.

4.7 Trade receivables Trade receivables due within a year.

Total Matured Not Matured Total Matured Not Matured

Net accounts receivable (client) 504,920 108,788 396,132 511,189 165,959 345,230

The group is responsible for recovering trade receivables sold under Their recognition had the following impact on fi nancial statements: factoring agreements. These receivables are registered in assets and offset in “Current fi nancial liabilities”.

(in thousands euros) Assets Current Liabilities financial 31/12/2007 31/12/2006liabilities 31/12/2007 31/12/2006

Accounts receivable (client) 239,585 180,100 196,109 159,015 Cancellation of deposit (43,476) (21,085) 196,109 159,015 196,109 159,015

To date, the group has €260 million in factoring lines with no limitation 4.9 Current financial assets in time. This item includes deposits and guarantees which are due within one At 31 December 2007, the group obtained €196,1 million in fi nancing. year.

4.8 Other receivables This item includes tax receivables and other operating receivables.

110 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

4.10 Shareholders’ equity and earnings per share During the year ended 31 December 2007, the weighted average number of ordinary shares outstanding totalled 117,656,139 shares and At 31 December 2007, Altran’s share capital totalled €59,100,650, made the weighted average number of ordinary and dilutive shares totalled up of 118,201,300 ordinary shares i.e. an increase of 885,063 shares 118,312,087 shares. mainly due to the group employee share ownership plan (see 3.).

Breakdown of equity capital Number Par value

Shares comprising equity capital at start of fiscal year 117,316,237 €0.50 Capital increase associated with the employee shareholding pla 885,063 €0.50 SHARES COMPRISING EQUITY CAPITAL AT END OF FISCAL YEAR 118,201,300 €0.50

31/12/2007 31/12/2006

Net earnings, Altran Technologies share (in thousands euros) 21,594 3,787 Impact of payments in shares which had a dilution effect 2,827 1,138 Ordinary shares 117,656,139 116,367,581 Options granted which had a dilution effect 655,948 2,826,657 Earnings per share (in euros) 0.18 0.03 Fully diluted earnings per share (in euros) 0.18 0.03

Options granted with dilutive effect estimated to date, concern share • share subscription plans which to date have no estimated dilutive subscription plans with an exercise price which is lower than the effect; average share price in 2007 i.e.: • share subscription plans set up in June 2003 involving a maximum • share subscription plans set up in March 2003 involving a maximum of 211,549 share subscription options; of 1,226,356 subscription options; • share subscription plans set up in June 2003 involving a maximum • share subscription plans and bonus share plans set up in December of 211,549 share subscription options 1,692,248; 2007 involving a maximum of 2,589,830 subscription options and • share subscription plans set up in June 2003 involving a maximum 817,740 bonus shares. of 211,549 share subscription options 131,000; The exercise of these plans would result in the issuance of 655,948 • share subscription plans set up in December 2005 involving a new shares. maximum of 1,926,500 share subscription options. The following instruments for which the exercise price is higher than The attributes of the share subscription plans are described in the average share price in 2007 could have a dilutive effect on earnings section 5.4. per share in the future but are not included in the calculation of diluted earnings per share above: • the convertible bond loan issued in July 2004 involving a maximum of 18,110,236 shares with one Altran share per bond, i.e. 15.8% of ordinary shares outstanding (see 4.11);

2007 Registration document 111 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

4.11 Net financial debt Net fi nancial debt is the difference between total fi nancial liabilities and cash and cash equivalents.

31/12/2007 31/12/2006

Cash and cash equivalents 177,599 126,226 Cash liability -- Net cash 177,599 126,226 Convertible bond loans (> 1 year) 222,059 214,487 Credit establishment borrowings and debts (> 1 year) 28,347 59,565 Other non-current financial liabilities 13,839 12,781 Current bond loans 8,625 8,625 Current credit establishment borrowings and debts 31,458 30,884 Bank borrowings 231,960 173,894 Other current financial liabilities 807 5,853 GROSS FINANCIAL DEBT 537,095 506,089 NET FINANCIAL DEBT 359,496 379,863

The group’s net debt has been reduced by €20,367 thousand to €359,496 thousand at 31 December 2007 (compared with €379,863 thousand at 31 December 2006).

Cash equivalents At 31 December 2007 cash equivalents totalled €97,517 thousand, broken down as follows:

31/12/2006 Acquisitions Disposals 31/12/2007

Certificates of deposit - - - - Treasury bills and shares - - - SICAVs (open-ended investment funds) and mutual funds 53,548 607,291 (563,361) 97,478 Bonds and medium-term negotiable bonds - - - - Other 1,161 30 (1,152) 39 TOTAL 54,709 607,321 (564,513) 97,517

Breakdown of debt by maturity The table below shows the break down of fi nancing costs by category and by maturity including accrued interest and after taking into account the effect of hedging instruments:

Less than Between 1 Between 2 Between 3 Between 4 one year and 2 years and 3 years and 4 years and 5 years Longer

Convertible bond loans (> 1 year) 222,059 ---- Credit establishment borrowings and debts (> 1 year) 28,347 ---- Other non-current financial liabilities 2,662 2,980 3,204 4,175 818 Current bond loans - 253,068 2,980 3,204 4,175 818 Current credit establishment 8,625 Long term financial liabilities 31,458 Bank borrowings 231,960 Other current financial liabilities 807 Short-term financial liabilities 272,850 ----- 272,850 253,068 2,980 3,204 4,175 818

Maturity of fi nancial liabilities at 31 December 2007: Convertible bond loan • within one year: 50.80% The 3.75% convertible bond loan issued in July 2004 totalled €230 million at 31 December 2007 made of pf 18,110,236 bonds with a • 1 to 5 years: 49.05% par value of €12.70 each and a term of 4 years and 176 days. • over 5 years: 0.15%

112 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

Early redemption is possible at the group’s sole discretion: amount of €24.2 million. The group’s fi nancial debt is thereby reduced by the same amount. • for all or part of the bonds, at any time, via a buyback on the stock market or over the counter or via public tenders; The market rate applied and the breakdown of the debt component and the equity component are presented hereafter: • for all outstanding bonds as of 1 July 2007 and until 31 December 2008 provided at least one months notice is given: • discount rate applied to the debt: 6.15% − at an early redemption price equal to par plus any interest accrued • effective interest rate: 7.55% since the last interest payment date immediately prior to the early • fair value of the debt at date of issue: €202,657 thousand redemption date up until the effective redemption date (“Early redemption price”), Accrued interest for 2006, payable at term on 1 January 2007, is €8,625 thousand. − if the product of (i) the applicable share attribution ratio multiplied by(ii) the arithmetic average of closing prices of the company’s The fi nancial expenses for 2007 is €16,197 thousand (see note 5.7). share on Euronext Paris S.A.’s Premier Marché over a period of An additional expense of €7,572 thousand is recorded in the income 20 consecutive stock market days during which the share was statement at 31 December 2007 due to the difference between the par listed, and chosen by the company from among the 40 consecutive value of the 3.75% OCEANE and the IFRS fi nancial expense calculated stock market days during which the share is listed prior to the based on the effective interest rate method in compliance with publication of the notice of early redemption, exceeds 130% of the IAS 32/39 at 1 January 2005. bonds’ par value, i.e. €16.51;

• at any time for all outstanding bonds if less than 10% of bonds issued Main changes in credit lines are outstanding via a redemption at the Early redemption price. Altran has an agreement with its banks granting it full access to its Application of IAS 32 at 1 January 2005 (date of fi rst application credit lines which totalled €59.5 million at 31 December 2007 and of IAS 32/39 for the group) with regard to the 2009 OCEANE had a which mature in 2009. positive impact on Shareholders’ equity at 1 January 2005 in the

Dec. 2004 June 2005 Dec. 2005 June 2006 Dec. 2006 June 2007 Dec. 2007 June 2008 Dec. 2008 June 2009 Dec. 2009

CADIF fixed rate 20,631 18,592 16,493 14,334 12,112 9,826 7,473 5,053 2,562 - - CADIF Variable rate 50,000 45,000 40,000 35,000 30,000 25,000 20,000 15,000 10,000 5,000 - Total CADIF 70,631 63,592 56,493 49,334 42,112 34,826 27,473 20,053 12,562 5,000 - BNP Paribas Variable rate 40,000 36,000 32,000 28,000 24,000 20,000 16,000 12,000 8,000 4,000 - SG Variable rate 40,000 36,000 32,000 28,000 24,000 20,000 16,000 12,000 8,000 4,000 - TOTAL 150,631 135,592 120,493 105,334 90,112 74,826 59,473 44,053 28,562 13,000 -

At 31 December 2007 all credit lines had been used i.e. a total of The company would be required to repay all these lines of credit if €59.5 million. the fi nancial ratios, defi ned on the basis of the fi nancial statements presented according to French GAAP as presented in the table below, The majority of fi nancial liabilities are granted by banks at a variable were exceeded: rate primarily indexed against EURIBOR or EONIA.

31/12/2005 31/12/2006 31/12/2007 31/12/2008 31/12/2009

Net debt/equity 1.15 1.0 1.0 1.0 1.0 Net debt/EBITDA 3.5 3 2.5 2 2

2007 Registration document 113 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

Due to the application of IFRS/IAS standards changing the accounting The group’s fi nancial ratios, before profi t-sharing and accrued interest rules for the borrower, as from 1 January 2005, the group has changed and after restatement for impact of the application of IAS 32 and IAS 39 the method for calculating its fi nancial ratios in agreement with its to the 2009 OCEANE issued on 7 July 2004 are as follows: three banks. The fi nancial ratios presented above remain unchanged. At 31 December 2007 the group had not satisfi ed the previously Net financial debt/equity 0.88 defi ned leverage ratio: Net financial debt/EBITDA before profit-sharing 2.71

Net financial debt/equity 1.0 maximum Altran has asked the three banks of the banking pool (BNP Paribas, Net financial debt/EBITDA before profit-sharing 2.5 maximum Crédit Agricole Ile de France and Société Générale) not to exercise the early redemption clause on these lines. Pursuant to the credit agreement signed in December 2004, the group has set up an interest rate hedge intended to hedge at least 50% of total revolving credit commitments for a minimum term of 3 years. Altran thereby manages a structural fi xed rate/variable rate position (in euros) to limit the cost of debt and to this effect, uses interest rate instruments such as swaps, caps and fl oors within the limits defi ned by Management and the credit agreement.

At 31 December 2007, the main characteristics of this hedging agreement are as follows (see 5.8).

Maturity Deal Type Initial rate Initial nominal Variable rate Currency

SG127 01/04/08 A Cap 4.11% 15,000,000 Euribor3MP EUR SG56 01/04/08 A Cap 3.89% 15,000,000 Euribor3MP EUR BNP 01/04/08 A Cap 3.89% 15,000,000 Euribor3MP EUR CA 01/04/08 A Cap 3.79% 15,000,000 Euribor3MP EUR SG128 01/04/08 V Floor 2.00% 15,000,000 Euribor3MP EUR SG062 01/04/08 V Floor 2.00% 15,000,000 Euribor3MP EUR BNP 01/04/08 V Floor 2.00% 15,000,000 Euribor3MP EUR CA 01/04/08 V Floor 2.00% 15,000,000 Euribor3MP EUR BNP & CA & SG 01/04/08 SWAP IRS 60,000,000 EIB 3M EURIBOR EUR

The fair value of this derivative is €216 thousand and changes are recognised in the income statement under gains on trading derivatives.

114 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

4.12 Provisions for liabilities and charges Changes in short and long term provisions for liabilities and charges over the period:

Allocation Write-down Write-down Changes in for fiscal (prov. (prov. not exchange Changes in Other 31/12/2006 year used) used) rate perimeter changes 31/12/2007

Provision for labour disputes 2,723 1,180 (629) (496) 120 1,921 4,819 Provision for other disputes 5,190 655 (1,703) (75) 4,067 Provision for tax disputes and penalties 161 177 (177) 5 67 233 Provision for other risks > 1 year 1,155 4,002 (27) (2) 18 14 5,160 Provision for restructuring 1,361 328 (1,027) (153) 509 Other provisions for charges 929 535 (207) 50 (91) 1,216 TOTAL PROVISIONS FOR LONG-TERM RISKS AND CHARGES 11,519 6,877 (3,593) (675) 193 - 1,683 16,004 Provision for labour disputes 9,555 3,602 (2,993) (872) 189 (1,606) 7,875 Provision for other disputes 1,063 223 (785) (429) 72 Provision for tax disputes and penalties 33 4 (22) (1) 14 Provision for losses upon completion 474 853 (735) 10 (52) 550 Provision for other risks 5,189 972 (792) (27) (88) (728) 4,526 Provision for restructuring 12,978 7,499 (12,145) (50) 152 8,434 Provision for other charges 10,501 127 (1,231) (33) (10) 244 9,598 TOTAL PROVISIONS FOR SHORT- TERM RISKS AND CHARGES 39,793 13,280 (18,703) (905) (78) 101 (2,419) 31,069

Other changes mainly include re-classifi cations between “non- depreciation and provisions included in the operating income and a net current” and “current” which result from forecast dates of outfl ows reversal of €5,139 thousand included in the non-recurring operating being changed. income. At 31 December 2007, reversals of provisions for contingencies and charges, net, totalled €3,719 thousand, i.e. (€1,420) thousand in

Provisions for restructuring Changes in provisions for restructuring:

Exchange rate 2006 Allocations Reversals differential 2007

Payroll charges (10,417) (5,528) 10,707 (5,238) Real estate project (2,786) (2,299) 2,298 50 (2,738) Other (1,136) 168 (968) TOTAL (14,339) (7,827) 13,172 50 (8,944)

4.13 Employee benefits Liabilities arising from current and non-current employee benefi ts:

2007 2006 Change

Personnel and social security 162,904 183,979 (21,075) Other current benefits after employment 6 33 (27) 162,910 184,012 (21,102) Non-current personnel benefits 29,278 26,393 2,885 Other non-current benefits after employment 1,274 1,076 198 30,552 27,469 3,083 TOTAL 193,462 211,481 (18,019)

2007 Registration document 115 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

Changes in “Personnel costs and payroll taxes” are primarily due The group’s total commitment as regards retirement plans and post- to payment made during the reporting period in relation to the employment benefi ts, recognised in “non-current employee benefi ts” liquidation of the Cambridge Consultants Limited pension fund. The involve mainly France, Italy, Germany, Japan and The Netherlands as €24,783 thousand debt at 31 December 2006 has being entirely paid follows: off.

2007 2006 End of End of Other End of End of Other retirement contract personnel retirement contract personnel Change in provision Total obligations payouts charges Total obligations payouts charges

Net liabilities at opening 26,421 10,042 9,282 7,097 23,368 8,057 8,932 6,379 Expenses for fiscal year 8,322 1,889 3,595 2,838 8,213 2,200 3,484 2,529 Net sums paid by employer (5,403) (89) (3,124) (2,190) (5,256) (76) (3,507) (1,673) Translation differences (58) - - (58) (120) - - (120) Change in perimeter - - - - 216 (139) 373 (18) NET LIABILITIES AT CLOSING 29,282 11,842 9,753 7,687 26,421 10,042 9,282 7,09

Assessment of commitments and provisions at 31 December 2006 and 31 December 2007

Changes in actuarial value of cumulative rights

2007 2006 End of End of Other End of End of Other retirement contract personnel retirement contract personnel Total obligations payouts charges Total obligations payouts charges

Actuarial present value of accrued credits at beginning of fiscal year 45,593 10,961 11,014 23,617 44,804 10,318 14,066 20,420 Credits accrued during the year 4,187 1,504 181 2,502 6,781 1,636 2,802 2,343 Financial cost 2,057 395 557 1,105 1,773 391 499 883 Reduction of future credits 3,564 3,564 - - (322) - - (322) Liquidation of commitments/ Curtailment (962) (19) (943) - (533) - - (533) Specific advantages ------Employee contributions 466 - - 466 418 - - 418 Services paid (3,613) (89) (3,124) (400) (3,911) (76) (3,507) (328) Actuarial gains and losses (4,753) (4,667) 2,046 (2,132) (3,553) (1,258) (3,222) 927 Creation/Acquisition - - - - 327 (50) 377 - Translation differences and other (91) - - (91) (200) - - (200) ACTUARIAL PRESENT VALUE OF CREDITS ACCUMULATED AT END OF FISCAL YEAR 46,448 11,650 9,731 25,068 45,584 10,961 11,015 23,608

116 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

Change in fair value of hedging assets

2007 2006 End of End of Other End of End of Other retirement contract personnel retirement contract personnel Total obligations payouts charges Total obligations payouts charges

Fair value of coverage assets at beginning of fiscal year 15,143 - - 15,143 13,244 - - 13,244 Yields expected from assets 272 - - 272 745 - - 745 Reduction of future credits - - - - (533) - - (533) Liquidation of commitments ------Employee contributions 466 - - 466 418 - - 418 Employer contributions 5,403 89 3,124 2,190 5,256 76 3,507 1,673 Services paid by coverage assets (3,613) (89) (3,124) (400) (3,911) (76) (3,507) (328) Creation/Acquisition ------Translation differences and other (29) - - (29) (74) - - (74) FAIR VALUE OF COVERAGE ASSETS AT END OF FISCAL YEAR 17,642 - - 17,642 15,145 - - 15,145

Balance sheet commitments

2007 2006 End of End of Other End of End of Other retirement contract personnel retirement contract personnel Total obligations payouts charges Total obligations payouts charges

Shortfall versus accrued credits 28,836 11,679 9,731 7,426 30,449 10,961 11,014 8,474 Actuarial gains and losses not entered 3,827 3,757 22 48 (4,231) (920) (1,711) (1,600) Cost of past services not entered (3,351) (3,564) - 213 222 - - 222 Levelling of assets ------NET PROVISIONS ENTERED ON BALANCE SHEET 29,312 11,872 9,753 7,687 26,440 10,041 9,303 7,096

Hedging assets are mainly used in Germany, The Netherlands and The main actuarial assumptions used to estimate long-term employee Japan. They mainly include mutual funds, insurance contracts or benefi t commitments are as follows: equities.

31 December 2007 31 December 2006 Yield expected Yield expected Inflation rate from assets Wage inflation Inflation rate from assets Wage inflation

Euro Zone 2.00% 5.00% 2.5%-5% 2.00% 4.30% 2.5%-3.5% Japan 1.00% 2.00% 1.00% 2.00% Holland 2.00% 5.00% 3.00% 2.00% 4.30% 3.00% USA 2.00% 6.00% 2.00% 5.50%

2007 Registration document 117 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

The following table shows the impact on consolidated operating income:

2007 2006 End of Other End of Other Retirement contracts personnel Retirement contracts personnel Charge to income statement Total obligations pay-out charges Total obligations pay-out charges

Costs of services rendered during fiscal year 4,187 1,504 181 2,502 6,863 1,709 2,778 2,376 Interest expenses 2,057 395 557 1,105 1,773 391 499 883 Expected return from coverage assets (778) - - (778) (714) - - (714) Actuarial gains and losses entered 41 4 18 19 306 100 208 (2) Cost of past services (9) - - (9) 9 - - 9 Effect of reduction or liquidation of pension plan - - - - (91) - - (91) Curtailment 2,825 (14) 2,839 - (86) - - (86) 8,322 1,889 3,595 2,838 8,060 2,200 3,485 2,375

4.14 Other long-term liabilities 4.16 Other current liabilities Other long-term liabilities are liabilities due in over 12 months. Other current liabilities mainly include deferred revenue.

4.15 Trade payables 4.17 Short-term securities debt Trade payables totalled €72,910 thousand at 31 December 2007 Amounts due on non-current assets primarily include liabilities arising compared with €74,022 thousand at 31 December 2006. from short-term securities for a total of €2,995 thousand, mainly comprised of earn-out commitments of €2,153 thousand for 2007 (compared with €7,778 thousand in total in 2006 and €6,264 thousand in earn-outs).

5. Notes to the income statement

5.1 Segment reporting at 31 December 2007 − South: Brazil, Spain, Italy, Portugal, Andorra, Venezuela, Pursuant to IAS 14 “Segment Reporting”, the group is required to − Rest of the world: Asia, North America, China. communicate segment fi nancial information by geographical segment The services provided by Altran Technologies or the country holding and business segment and to determine, in accordance with the criteria companies to operating subsidiaries are reinvoiced according to set out in IAS 14, which of these two factors (geographical or business) business criteria (turnover and payroll), in compliance with the legal constitutes the primary level of segment information. The group and fi scal provisions applicable in each country. has determined that the primary reporting segment corresponds to geographical segments and the secondary reporting segment to • the secondary reporting segment is divided into 4 business business segments. segments: The primary reporting segment is divided into: − Technology and innovation consulting, • 4 geographical areas: − Organisation and information systems consulting, − France, − Strategy and management consulting, − North: Germany, Austria, Benelux, Sweden, Switzerland, United − Other. Kingdom, Ireland,

118 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

Segment reporting by geographical area

As of 31 December 2007 Inter-sector (in million euros) France North South Rest of World cancellations Altran Total

Total revenues External 672.8 514.8 305.0 98.7 1,591.4 Inter-sector 21.2 18.5 5.3 4.4 (49.3) (0.0) TOTAL INCOME 694.0 533.3 310.3 103.0 (49.3) 1,591.4 Total operating income 694.9 533.9 310.6 103.3 (49.2) 1,593.5 Total operating expenses (674.4) (473.0) (289.3) (106.8) 49.3 (1,494.0) Current operating profit Current operating profit by area 20.6 60.9 21.4 (3.5) - 99.4 % Current operating profit 3.0% 11.4% 6.9% (3.4)% - 6.2% Expenses not allocated Operating profit 11.1 58.5 12.7 (11.7) 0.1 70.6 % Operating profit 1.6% 11.0% 4.1% (11.4)% (0.2)% 4.4% Cost of gross debt (35.9) (15.2) (10.5) (3.9) 34.3 (31.2) of which interest expenses associated with OCEANE 2009 (16.2) (16.2) Income from cash equivalents 28.7 7.0 0.6 0.2 (34.3) 2.2 Cost of net debt (7.2) (8.2) (9.9) (3.7) (0.0) (29.0) Other financial revenue 5.2 0.5 0.3 0.2 0.2 6.3 Other financial charges (6.6) (0.8) (0.3) (0.7) (0.2) (8.5) Tax expenses (2.5) (19.1) (1.8) 5.4 - (18.0) Earnings from affiliates - - - 0.1 - 0.1 Minority interests (0.0) (0.5) 0.0 0.5 - 0.0 NET EARNINGS - GROUP SHARE (0.0) 30.4 1.1 (9.9) 0.0 21.6 Other information Assets by area 1,236.0 573.3 255.1 73.1 (725.4) 1,412.1 Non-allocated assets ------Equity holdings - - - - - TOTAL ASSETS 1,236.0 573.3 255.1 73.1 (725.4) 1,412.1 Amortization and depreciation expenses by area (7.9) (5.6) (2.4) (1.0) (16.9) Losses in value entered during fiscal year - •in earnings (1.4) - (3.8) (8.7) - (13.9) •directly in Shareholder’s equity ------Reversals of losses in value entered during fiscal year - •in earnings ------•directly in Shareholder’s equity ------

2007 Registration document 119 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

Inter-sector As of 31 December 2006 France North South Rest of World cancellations Altran Total

Total revenues External 641.9 467.3 283.7 102.4 1,495.3 Inter-sector 17.2 18.5 4.2 3.4 (43.3) - TOTAL INCOME 659.1 485.8 287.9 105.8 (43.3) 1,495.3 Total operating income 661.3 486.2 288.4 105.7 (43.3) 1,498.2 Total operating expenses (658.6) (428.0) (274.3) (104.5) 43.2 (1,422.2) Current operating profit Current operating profit by area 2.7 58.2 14.0 1.1 - 76.0 % Current operating profit 0.4% 12.0% 4.9% 1.1% - 5.1% Expenses not allocated Operating profit (16.8) 59.2 6.1 (2.8) (0.3) 45.4 % Operating profit (2.5)% 12.2% 2.1% (2.6)% 0.7% 3.0% Cost of gross debt (28.9) (12.6) (7.4) (3.8) 26.8 (25.9) of which interest expenses associated with OCEANE 2009 (15.7) (15.7) Income from cash equivalents 22.6 6.0 0.6 0.5 (26.7) 3.0 Cost of net debt (6.4) (6.6) (6.8) (3.3) 0 (23.1) Other financial revenue 2.3 1.8 0.6 - - 4.7 Other financial charges (5.2) (1.9) (0.1) (0.4) - (7.6) Tax expenses 4.9 (11.7) (7.7) (1.3) - (15.8) Earnings from affiliates - - - 0.1 - 0.1 Minority interests 0.1 (0.6) 0.2 0.4 0.1 NET EARNINGS - GROUP SHARE (21.1) 40.2 (7.7) (7.3) (0.3) 3.8 Other information Assets by area 1,219.0 607.6 263.2 80.1 (793.5) 1,376.4 Non-allocated assets ------Equity holdings - - - (0.2) - (0.2) TOTAL ASSETS 1,219.0 607.6 263.2 79.9 (793.5) 1,376.2 2,438.0 1,215.2 Amortization and depreciation expenses by area (7.6) (5.7) (8.5) (0.3) (22.1) Losses in value entered during fiscal year •in earnings - (5.9) (6.6) (3.4) - (15.9) • directly in Shareholder’s equity Reversals of losses in value entered during fiscal year ------• in earnings - •directly in Shareholder’s equity ------

France includes operating subsidiaries and the group’s registered offi ce At 31 December 2007 sales totalled €1,591,356 thousand up 6.42%. which groups together management and cross-functional services.

120 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

Sales broken down by geographical area, in line with the group’s segment organisation (in thousands euros ):

2007 2006 Inter-sector Total Total (in million euros) Sector total elimination revenues % revenues revenues % revenues Change

France 694 21 673 42.3% 642 42.9% 4.8% North 533 18 515 32.4% 467 31.3% 10.2% South 310 5 305 19.2% 284 19.0% 7.5% Rest of the world 103 4 99 6.2% 102 6.8% (3.6)% TOTAL 1,641 (49) 1,591 100.0% 1,495 100.0% 6.4%

The table sets out intersegment eliminations between the four geographical segments. Breakdown of sales by country:

2007 YTD % H2 % H1 % YTD % H2 % H1 % vs (in thousands euros) 2007 sales 2007 sales 2007 sales 2006 sales 2006 sales 2006 sales 2006

France 672,819 42.3% 340,289 42.4% 332,530 42.1% 641,929 42.9% 315,745 42.2% 326,184 43.7% 4.8% Germany 154,302 9.7% 79,740 9.9% 74,562 9.4% 139,046 9.3% 72,185 9.6% 66,862 9.0% 11.0% Austria & PECO 7,615 0.5% 4,303 0.5% 3,312 0.4% 6,355 0.4% 3,281 0.4% 3,074 0.4% 19.8% Great-Britain/Ireland 130,430 8.2% 63,663 7.9% 66,767 8.5% 117,445 7.9% 62,663 8.4% 54,783 7.3% 11.1% Benelux 153,618 9.7% 75,686 9.4% 77,932 9.9% 131,170 8.8% 69,133 9.2% 62,037 8.3% 17.1% Switzerland 29,482 1.9% 13,714 1.7% 15,768 2.0% 40,620 2.7% 20,591 2.7% 20,029 2.7% (27.4)% Sweden 39,314 2.5% 19,598 2.4% 19,716 2.5% 32,661 2.2% 15,753 2.1% 16,908 2.3% 20.4% Romania 59 0.0% 37 0.0% 21 0.0% 0 0.0% 0 0.0% 0 0.0% Italy 156,179 9.8% 79,658 9.9% 76,521 9.7% 141,581 9.5% 70,028 9.3% 71,554 9.6% 10.3% Spain 111,480 7.0% 56,361 7.0% 55,120 7.0% 106,016 7.1% 51,492 6.9% 54,524 7.3% 5.2% Portugal 18,584 1.2% 9,169 1.1% 9,415 1.2% 19,065 1.3% 9,670 1.3% 9,395 1.3% (2.5)% Brazil/Venezuela 18,799 1.2% 9,269 1.2% 9,530 1.2% 17,080 1.1% 8,685 1.2% 8,395 1.1% 10.1% ASIA 26,022 1.6% 16,607 2.1% 9,414 1.2% 16,819 1.1% 7,175 1.0% 9,644 1.3% 54.7% USA 72,653 4.6% 33,787 4.2% 38,866 4.9% 85,561 5.7% 43,061 5.7% 42,501 5.7% (15.1)% TOTAL 1,591,356 100.0% 801,881 100.0% 789,475 100.0% 1,495,350 100.0% 749,461 100.0% 745,890 100.0% 6.4%

Segment reporting by business segment

Organization and information Management As of 31 December 2007 Technology systems & strategy (in thousands euros) consulting consulting consulting Other Total

Revenues 756,398 519,781 222,395 92,782 1,591,356 Total assets 242,422 98,220 135,057 936,458 1,412,157 Intangible and fixed assets investments 2,314 476 (2,318) 5,358 5,831 As % of revenues 47.53% 32.66% 13.98% 5.83% 100.00% As % of total assets 17.17% 6.96% 9.56% 66.31% 100.00% As % of investments 39.68% 8.17% (39.75)% 91.90% 100.00%

2007 Registration document 121 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

Organization and information Management As of 31 December 2007 Technology systems & strategy (in thousands euros) consulting consulting consulting Other Total

Revenues 643,984 444,192 288,653 118,522 1,495,350 Total assets 421,195 185,603 97,311 672,056 1,376,166 Intangible and fixed assets investments (9,225) (3,705) 382 6,880 (5,668) As % of revenues 43.07% 29.70% 19.30% 7.93% 100.00% As % of total assets 30.61% 13.49% 7.07% 48.84% 100.00% As % of investments 162.74% 65.37% (6.74)% (121.37)% 100.00%

5.2 Sales Breakdown of sales:

2007 2006 Var

Sales of goods 8,669 5,915 46.6% Sales of services 1,580,563 1,487,861 6.2% Royalties 2,124 1,574 34.9% TOTAL 1,591,356 1,495,350 6.42%

In 2007, fi xed rate contracts generated €359,559 thousand in sales (compared with €292,160 thousand in 2006).

5.3 External expenses Breakdown of external expenses at 31 December 2007:

2007 2006 Change

Sub-contracting 110,633 95,988 15.26% Operating leasing and related expenses 57,999 53,724 7.96% Training 9,883 9,316 6.09% Professional fees and external services 45,821 49,419 (7.28)% Transportation and travel 74,668 68,246 9.41% Other purchases and outside services 44,829 43,232 3.69% TOTAL 343,833 319,925

External expenses rose by 7.5% mainly due to additional sub-contracting the group’s operating leases contain any contingent lease payment or expenses and travel expenses. renewal options, or impose specifi c restrictions, for example concerning dividends, additional debt or further leasing. Operating lease expenses for 2007 totalled €57,999 thousand (compared with €53,724 thousand in 2006). The group has Group commitments as regards non-cancellable leases at 31 December commitments under operating leases (mainly property leases). None of 2007 are analysed by term in section 7.

122 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

5.4 Personnel costs Breakdown of personnel costs at 31 December 2007:

2007 2006 Variation Note

Salaries and compensation (including payroll taxes) 1,085,018 1,019,296 65,722 Employee profit sharing 2,590 7,971 (5,381) 1,087,608 1,027,267 60,341 Expenses related to payment in shares 3,443 6,333 (2,890) a Long-term personnel benefits 5,375 8,099 (2,724) TOTAL 1,096,426 1,041,699 54,727

Personnel costs are in line with the increase in headcount and include • €3 thousand for the bonus share plan launched in the second half employee profi t sharing for a total of €2,590 thousand. of 2007. a) Share-based payments Share subscription options On 21 December 2007 the Management Board decided to grant At 31 December 2007 the total cost of share-based payments amounted 2,589,830 share subscription options and 818,740 bonus shares to €3,443 thousand for the year as follows: acting on the authority conferred by the Ordinary and Extraordinary • €3,440 thousand for share subscription options; Shareholders General Meeting on 29 June 2005. At 31 December 2007, these plans had the following attributes:

Stock-options 2003 Stock-options and allocation of shares plans 2000 Plan(a) 2001 Plan(a) 2003 Plan(a) Plan(a) (b) 2004 Plan 2005 Plan 2005 Plan

Shareholder Meeting date 26/06/1996 17/06/1999 17/06/1999 17/06/1999 28/06/2004 28/06/2004 28/06/2004 Date of Board of Dir. or Mgmt Board meeting 11/04/2000 10/10/2001 11/03/2003 24/06/2003 29/06/2004 15/06/2005 20/12/2005 Total number of shares available for purchase or allocation on date of attribution 845,792 642,880 3,948,993 336,191 2,762,000 340,000 2,630,000 Of which corporate officers 67,242 186,785 80,000 200,000 210,000 Of which number of shares available for purchase by or allocation to 10 highest paid individuals, including the senior management committee 144,892 85,708 875,218 106,734 510,000 140,000 635,000 Number of shares purchased on 31 December 2006 ------Options expired during the period Start date for exercising options 01/07/2004 10/10/2005 12/03/2007 25/06/2007 30/06/2008 16/06/2009 21/12/2009 Date of Permanently allocation of shares Expiration date 11/04/2005 10/10/2006 11/03/2011 24/06/2011 29/06/2012 15/06/2013 20/12/2013 End date of inalienability period for allocated shares Purchase price (in euros) 76.20 39.34 2.97 6.73 9.37 7.24 9.62 Black Black Black Black Black Valuation model used & Scholes & Scholes & Scholes & Scholes & Scholes Number of shares available for purchase or allocation as of 31/12/2006 2,233,349 225,119 1,859,498 131,000 2,096,000 Created rights in 2007 Lost rights in 2007 95,268 13,570 167,250 169,500 Exercised rights in 2007 911,725 Number of shares available for purchase or allocation as of 31/12/2007 1,226,356 211,549 1,692,248 131,000 1,926,500 (a) After the capital increase for cash with pre-emptive subscription rights maintained on 23 December 2003, the exercise price and the number of shares in each plan were adjusted to take into account the issue of 20,807,584 new shares. (b) On 8 June 2006, the Ninth Resolution of the Extraordinary Shareholders General Meeting modified the vesting period of the plan dated 24 June 2003, extending it from 5 to 8 years.

2007 Registration document 123 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

Stock-options Allocation of shares 2007 Plan 2007 Plan Stock-options and allocation of shares plans 2007 Plan France outside France

Shareholder Meeting date 29/06/2005 29/06/2005 29/06/2005 Date of Board of Dir. or Mgmt Board meeting 20/12/2007 20/12/2007 20/12/2007 Total number of shares available for purchase or allocation on date of attribution 2,589,830 482,240 336,500 Of which corporate officers 100,000 Of which number of shares available for purchase by or allocation to 10 highest paid individuals, including the senior management committee 340,000 93,240 Number of shares purchased on 31 December 2006 - - - Options expired during the period Start date for exercising options 21/12/2011 Date of Permanently allocation of shares 21/12/2009 21/12/2011 Expiration date 20/12/2015 End date of inalienability period for allocated shares 20/12/2011 20/12/2011 Purchase price (in euros) 4.29 4.00 4.00 Valuation model used Hull & White Binomiale CNC Binomiale CNC Number of shares available for purchase or allocation as of 31/12/2006 Created rights in 2007 2,589,830 482,240 336,500 Lost rights in 2007 1,000 Exercised rights in 2007 Number of shares available for purchase or allocation as of 31/12/2007 2,589,830 481,240 336,500

The total expense for 2007 was €3,443 thousand (compared with At the closing of the transaction on 24 May 2006, 2,872,255 new €3,133 thousand for 2006). shares (i.e. 2.5% of the share capital) had been subscribed for a total of €26.9 million by 2,500 employees. Stock purchase and subscription options The 2003-2004-2005 options were measured at the date they were Traditional shareholding plan granted using a Black-Scholes type method on the basis of implicit The main market parameters used to evaluate the notional lock-in cost volatility of 35%. The implicit volatility corresponds to the expected of these shares, determined at the date the shares are granted are as volatility of the 2009 OCEANE, issued in July 2004. follows: The other parameters used for the calculation are as follows: • spot price of the Altran share: €11.55 • pay-out rate: 0.0% • risk-free interest rate: 3.9% • risk-free interest rate: 2.9% • interest rate for a 5-year credit facility applicable to benefi ciaries of the locked-in shares: 7.0% • average vesting period: 4 years No charge has been recognised in respect of the traditional The 2007 options were measured at the date they were granted using shareholding plan. a Hull and White type method on the basis of implicit volatility of 40%. The implicit volatility of the 2009 OCEANE issued in 2004 was not The leveraged plan used as it is considered to have “quasi-bond” status. The main market parameters used to evaluate the discount determined The other parameters used for the calculation are as follows: at the date the shares are granted are as follows: • pay-out rate: 0.0% • spot price of the Altran share: €11.55 • risk-free interest rate: 4.44% • risk-free interest rate: 3.9% • average vesting period: 4 years • interest rate for a 5-year credit facility applicable to benefi ciaries of the locked-in shares: 7.0% The SPRING employee shareholding plan • repurchase price of the call option by a bank: 30% per option As part of the group’s employee shareholding policy, Altran offered its employees the opportunity to purchase Altran Technologies shares at • origination fee: 4.0% a 20% discount to the average of closing prices of the company’s share The notional lock-in cost for subscribed shares as a percentage of the over the last 20 stock market days prior to 11 May 2006. spot price at the date the shares are granted is 26.6%.

124 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

The charge recognised in respect of the employee shareholding plan • risk-free interest rate: 5.9%; with leverage is €3,200 thousand. • interest rate for a 5-year credit facility applicable to benefi ciaries of Bonus share plan the locked-in shares: 4.0%; Bonus shares were evaluated at the date they were granted based on a • vesting period: 2 years for employees with a French employment model using the CNC guidelines the French National Accounting Board contract with a lock-up period of an additional 2 years and 4 years (Conseil National de la Comptabilité). for employees outside France. The main market parameters used to evaluate the notional lock-in cost The notional lock-in cost for subscribed shares as a percentage of the of these shares, determined at the date the shares are granted are as spot price at the date the shares are granted is 22.5%. follows: • spot price of the Altran share on 20/12/07: €4.00; b) Long-term employee benefits (see 4.13)

5.5 Depreciation, amortisation and provision

2007 2006 (12 months) (12 months)

Amortization of intangible and fixed assets (16,858) (15,535) Provisions for current assets 1,339 (1,957) Provisions for risks and charges (1,420) (4,638) (16,939) (22,130)

5.6 Other non recurring operating income and expenses

2007 2006 (12 months) (12 months)

Net proceeds from disposal of the Cambridge Consultants Ltd incubator (228) Income from disposal of fixed and intangible assets 1,443 (316) Income from divestment & liquidation of holdings in consolidated subsidiaries (1,823) (908) Reversals of provisions for miscellaneous taxes (2,044) 5,072 Miscellaneous compensation received 1,269 1,045 Income from debt cancellation 3,027 Officer severance pay (2,175) Pension plan (2,857) 3,065 Other 19 (54) Exchange income from disposal of ADL Venezuela real estate (785) Expenses associated with the merger of T&I activities (1,381) Restructuring charges (15,458) (39,238) Restructuring provisions 5,564 17,208 TOTAL (14,900) (14,655)

Dispute with former sales persons Non amortised accumulated actuarial gains and losses were recognised of a Spanish subsidiary in the income statement due to a regulatory change in Italy regarding The group’s Spanish holding was involved in a dispute with former the method of measuring long-term employee benefi ts (TFR). management of one of the subsidiaries over the amount of the earn-out that they had received. They are also accused of diverting business to Gain or loss on disposals and liquidation satellite companies that they control and of poaching group employees of consolidated shareholdings for these satellite companies. (see 3.6) The court has ruled in favour of the group’s Spanish holding company. A settlement was reached in 2007 which gave rise to the recognition of €1,069 thousand under non recurring income.

2007 Registration document 125 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

Restructuring costs

2007 2006 (12 months ) (12 months )

Restructuring charges Albatros Plan 2005 Furnitures write-offs (1, 4) (6, 3) Salaries (8, 8) (21, 3) Real estate project (7, 8) Others (1, 2) (3, 9) (11,4) (39,3) Performance Plan 2007 Furnitures write-offs Salaries (1, 7) Real estate project (2, 3) Others (4, 0) (15,4) (39,3)

Restructuring charges Albatros Plan 2005 Furnitures write-offs 0, 2 2, 1 Salaries 0, 8 8, 3 Real estate project - 6, 2 Others 0, 2 0, 7 1,2 17,2 Performance plan 2007 Furnitures write-offs Salaries 4, 3 Real estate project 0, 2 Others 4,4 5,6 17,2 ARCHIMÈDE COSTS(T&I ACTIVITIES MERGERS) - (1, 4)

5.7 Cost of net financial debt

2007 2006

Gain on cash & cash equivalents Interest income generated by cash and cash equivalent 1.124 2.213 Income from disposal of cash equivalent 1.087 703 2.211 2.916 Gross cost of debt Interest expenses associated with bond loans (16.197) (15.665) Interest expenses on other financing operations (14.972) (10.345) (31.169) (26.010) COST OF NET FINANCIAL DEBT (28.958) (23.094)

Net fi nance cost of €28,958 thousand mainly includes €16,197 thousand in interest on the bond loan and €14,972 thousand in interest on overdrafts and medium-term credits.

126 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

5.8 Other financial income and expenses

2007 2006

Financial revenue Profit from disposal of other capital assets 173 Financial gains from conversion to present value 208 124 Foreign exchange profit 5,397 3,884 Income from interest and exchange rate hedging Reversal of provision on non consolidated assets and other non current financial assets 164 - Profit on derivatives 273 Other financial income 241 580 6,283 4,761 Financial expense Loss on disposal of financial assets (5) Depreciation of non-consolidated holdings and other non-current financial assets (92) (41) Foreign exchange loss (7,197) (6,657) Financial charges from conversion to present value (672) (614) Loss from derivatives (158) Other financial expense (551) (296) (8,517) (7,766)

5.9 Tax expenses

Deferred taxes Analysis of changes in deferred taxes on the balance sheet:

CHANGES IN IMPACT ON OTHER IMPACT ON SCOPE OF TRANSLATION (in thousands euros) 2006 P&L CHANGES EQUITY CONSOLIDATION AJDMTS 2007

I.D.A. 59,496 5,330 (16,095) 1,045 12,832 (1,286) 61,322 I.D.P. 11,300 7,572 (19,917) 0 13,044 (269) 11,730 TOTAL 48,196 (2,242) 3,822 1,045 (212) (1,017) 49,592 Deferred tax income (1,889) (2,242)

Deferred taxes recognised under equity over the period (in thousands Tax losses resulting in recognition of deferred tax assets, provisioned euros): as it was uncertain that they would be deducted in the future, totalled €91,230 thousand at 31 December 2007: Fair value reserve for application of IAS 32/39 at 1 January 2005 1,045 TOTAL 1,045 Tax losses •which expire in less than 1 year 9,147 Tax losses carried forward likely to be deducted in the future •which expire in 1 to 5 years 7,011 totalled €138,364 thousand. They represent a tax savings of •which expire in over 5 years 1,989 €43,444 thousand. •no expiration date 73,083 TOTAL 91,230

2007 Registration document 127 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

Deferred tax assets and liabilities at 31 December 2007:

(in thousands euros) 2007 2006

Deferred taxes assets by timing difference Employees benefits 9,644 14,678 Other assets and liabilities 12,504 20,165 Other 3,253 9,467 Unused tax losses 43,444 40,607 68,845 84,917 Deferred tax liabilities by timing difference Assets (18,001) (32,597) Provisions for liabilities and charges (1,252) (4,139) (19,253) (36,736) NET ASSETS 49,592 48,181

Analysis of tax expenses on earnings Tax expenses:

(in thousands euros) 2007 2006

Current taxes: • For the period (16,896) (13,637) • Adjustment of current taxes based on previous reporting periods (220) 1,154 • Impact of Dutch tax audit 0 8,058 • Other income taxes payable (8,607) (9,580) • Impact of non-liability for current taxes 00 • Carry back 9,909) 0 Deferred taxes: • Deferred taxes associated with changes in taxable base (11,757) 869 • Deferred tax associated with changes in rate (3,289) (5,350) • Impact of taxes associated with prior fiscal years (1,153) 6,997 • Impact of Dutch tax audit (8,215) • Change in amortization of deferred tax assets 13,957 3,810 • Tax credit (family and sponsorship) 54 89 TOTAL (18,000) (15,805)

Deferred taxes associated with changes in taxable base are linked to The differences between the corporate income tax taken into account tax losses offset by companies returning to profi t (Germany, Spain, and the theoretical tax obtained by applying the French rate of taxation The Netherlands, Japan, Switzerland) or eliminated due to liquidation areas follows: (England, France)

(in thousands euros) 2007 2006

Net income 21,595 3,787 Share of companies accounted for using the equity method 91 110 Minority interests 48 132 Pre-tax profit before goodwill amortisation 53,327 35,230 Theoretical tax charge at rate applied to parent company (33.33%) (17,774) (11,743) • Other income taxes payable (8,607) (9,580) • Change in amortisation of deferred tax assets 13,957 3,810 • Difference in tax rates in foreign countries (605) (2,213) • Other permanent differences (4,972) 3,921 EFFECTIVE TAXES PAID (18,000) (15,805) Effective tax rate 34% 45%

128 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

Other income taxes payable mainly includes secondary taxes paid in Italy (€4.4 million) and Germany (€3.5 million). Analysis of deferred tax income:

(in thousands euros) 2007 2006

Timing differences 223 (6,695) Tax losses 1,760 3,810 Consolidation restatements (4,225) 996 TOTAL (2,242) (1,889)

6. Major litigation and contingent liabilities

Three of the group’s companies are involved in litigation with Ilyad In addition, some of ECG’s Shareholders also brought a claim against Value. The group has submitted a claim for the repayment of sums Altran Technologies before the Paris Commercial Court in August 2001 outstanding by Ilyad Value (€3.5 million), linked to studies and training for damages. The initial claim was in the region of €3 million, however sessions sold to Ilyad in 2001. This outstanding amount has been fully their most recent claim totals €64.4 million. Like ECG’s liquidator, these provisioned by the group. Ilyad Value claims that the group should Shareholders claim that Altran Technologies’ decision not to acquire a reimburse this amount, plus interest for late payment. The group stake in ECG, was prejudicial to them. believes, based on advice from counsel, that Ilyad Value’s claim is These separate proceedings are still ongoing as the plaintiffs appealed unfounded. It would appear that Ilyad Value fi led a criminal complaint the Commercial Court’s judgement which dismissed their claims. against Altran Technologies in March 2003 with an action for damages as regards the service contracts signed between Altran Technologies Altran’s initial provision has been adjusted to take into consideration and Ilyad Value at the end of 2001. Altran Technologies does not have the plaintiffs’ most recent claims. any information about these proceedings. The Commission des Opérations de Bourse (which has become the Following their dismissal, two former managers of one of the group’s Autorité des Marchés Financiers) launched an inquiry during the subsidiaries (Altiam which was acquired in 2002), have brought summer of 2002 into the evolution and movements of Altran a case before the Commercial Court against Altran Technologies Technologies’ share price. claiming a sum in the region of €10 million, in earn-outs and damages. The company received a statement of objections and submitted its Altran Technologies brought a case before the Commercial Court defence in October 2004. against these two former managers for fraud during the sale of shares in the subsidiary and claimed the repayment of the sum paid On 29 May 2007, the AMF Enforcement Committee imposed a for the acquisition of the subsidiary plus compensatory damages. €1.5 million fi ne on the company (as a reminder the Rapporteur had Altran Technologies’ claims totalled €6 million. The Commercial Court recommended €500,000). The company has appealed this decision. dismissed Altran Technologies’ claims and ordered the latter to pay Further investigations carried out by the former Statutory Auditors into an additional earn-out, which is however, much lower than the sum the fi nancial statements for the accounting periods ending 31 December claimed by the former managers. The former managers have appealed 2001 and 31 June 2002 caused adjustments to be made to the 2002 against this decision. half-yearly reports. The-E-Consulting group (ECG) brought a case before the Paris A preliminary inquiry was then initiated by the Paris Public Prosecutor’s Commercial Court in August 2001 against Altran Technologies Offi ce, which in January 2003 became an investigation into charges claiming €2.3 million in damages. These proceedings are linked to of misuse of company property, forgery and disseminating false Altran Technologies’ decision in June 2001, not to acquire a stake in ECG. information to infl uence the share price. ECG considers that Altran Technologies is liable to pay compensation for the prejudice suffered by ECG. The scope of the investigation was extended in June 2004 to include misrepresentation of fi nancial accounts giving a misleading impression These proceedings have been taken over by ECG’s liquidator since of the company. The scope of the investigation was extended a second ECG’s judicial liquidation in September 2001. time in September 2004 to cover insider trading. As part of this Proceedings are still ongoing and there has been no judgement to investigation, several former managers and one current manager of date. the company have been indicted.

2007 Registration document 129 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

In February 2003, Altran Technologies joined a claim for damages to the In France, the group is the subject of several claims from former criminal proceedings. In April 2005 Altran Technologies was indicted employees who contend the grounds for their dismissal. for forgery, use of forged documents and disseminating misleading A former group manager has brought legal action against Altran information to infl uence the share price. This indictment did not affect Technologies and the Altran Foundation for unfair dismissal in the company’s civil claim for damages. The investigation is still ongoing. humiliating circumstances. A provision for the fi nancial consequences A number of the former managers brought an action for annulment of of these two disputes has been recorded. the report of the two experts appointed by the investigating magistrate. This action was dismissed. The plaintiffs have lodged an appeal before Several former employees have brought an action against Altran the Cour de Cassation (French Supreme Court). Technologies, and in certain cases, against some of its former managers, for false accusation. One of these cases against Altran Technologies Thirteen individuals or legal entities have joined a claim for damages in has been dismissed. However the claimant has appealed the decision. the course of this investigation. A second case decided in favour of the claimant. Altran Technologies The French minority Shareholder group, APPAC, has also lodged a has appealed this decision. There is a stay of proceedings in the third complaint and a civil claim for damages. case. In February 2003 Altran Technologies lodged a criminal complaint In Spain, the group is involved in a major dispute: and joined a claim for damages to the criminal proceedings for the The group’s Spanish holding has brought an action against two former prejudice suffered due to destabilisation and manipulation of the share managers of one of the subsidiaries claiming the repayment of an price since the beginning of 2002. earn-out payment. The group has claimed in the region of €4 million. This complaint of destabilisation of the share price was rejected on The Court of fi rst instance ruled in favour of Altran. The defendants 6 December 2005. have appealed this decision. The Court of Appeal confi rmed the fi rst Finally, two criminal complaints with a civil claim for damages were instance decision, but the defendants have appealed before the lodged in October 2004 by the former Statutory Auditors against some Spanish Supreme Court. of Altran’s former managers for hindrance to perform their role as In Switzerland the group has fi led a claim against the former managers Statutory Auditors. of one if its subsidiaries to obtain the repayment of earn-outs overpaid A manager of one of the group’s subsidiaries (Imnet) has fi led in previous years. proceedings against Altran Technologies for breach of its duty of The company’s Statutory Auditors reported these facts to the Public loyalty, wilful concealment and dishonest execution of the contract Prosecutor’s Offi ce. under which this subsidiary was acquired. Total provisions to cover all of the above mentioned disputes and A former manager of the subsidiary Gerpi, after having failed to obstruct litigation amounted to €17.1 million at 31 December 2007. the merger between Altran and Gerpi, fi led an action against the group claiming the payment of an additional earn-out. The Commercial Court To the knowledge of the company, there is no other litigation, arbitration ruled partially in favour of the former manager. The company has or exceptional fact capable of having a material effect on the fi nancial appealed this decision. situation, activity or assets of the company or group.

130 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

7. Off-balance sheet commitments

Breakdown of commitments at 31 December 2007:

Total Total (in thousands euros) 31/12/07 Within 1 year In 1 to 5 years In over 5 years 31/12/06

Commitments granted: •pledges, security deposits and guarantees 28,942 10,379 8,089 10,474 60,270 • collateralised debt • discounted notes not yet matured -- •minimum payments for operational leases (see 5.3) 165,198 39,601 109,413 16,184 113,842 • non-competition clause concerning former employees: •gross amount 186 186 781 • social security contributions linked to non-competition clauses concerning former employees 84 84 274 • Equity investments (see below) Earn-outs for companies acquired (generally over a period of 5 years) Commitments received: •pledges, security deposits and guarantees None None

Individual right to training The previous earn-out formula, maintained by certain companies is illustrated in the diagram below: The off balance sheet commitment for individual right to training for all group employees is estimated at 339,000 hours. Net earnings Earn-outs vary depending on the acquired company’s future earnings, Earn-out generally over a period of 5 years

Earn-out Reminder of the earn-out mechanism

Group acquisitions are made via an initial lump sum payment and earn- No earn-out Earn-out outs paid generally over a period of 5 years.

If, in any given year, the acquired company’s earnings are lower than N N+1 N+2 N+3 N+4 Year its historical high then no earn-out is paid for that year, except for companies who have accepted the new earn-out formula. There is only one company in the earn-out programme in 2008, which will result in an earn-out payment in 2009 of less than €1 million based In 2003, Altran decided to modify the earn-out formula to take into on the company’s internal forecasts. account cash fl ow generation. Companies with an earn-out agreement were offered the possibility of replacing the coeffi cient applied to In 2007, 11 companies were still part of the earn-out programme and increased earnings by: 2 companies will be paid earn-outs in 2008 for their earnings in 2007. The total amount of earn-outs due in 2008 based on 2007 earnings • the payment of a fi xed percentage of earnings; is €2.2 million. • payment of earn-out based on changes in the company’s trade receivables account. A company with trade payables representing 90 days of sales receives 75% of the earn-out due based on earnings: the remainder is paid once the trade receivables have been settled.

2007 Registration document 131 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

8. Related party transactions

Transactions with principal executive officers Commitments granted by Altran to executive officers Other compensation and benefi ts paid to the executive offi cers by Altran and companies controlled by it, totalled €1,062,500 in 2007: No commitments have been granted for the benefi t of any of the members of the Management Board corresponding to remuneration, • short-term benefi ts: 1,062,500; compensation or benefi ts that may be due upon termination of or • post-employment benefi ts: none; change in these functions, or subsequent to such termination. • other long-term benefi ts: none; • termination compensation: none; • share-based payments: none.

9. Exposure to exchange rate and interest rate risk

9.1 Liquidity risk This credit facility enables Altran to refi nance debt, and in particular its convertible bond due in January 2009. On 22 December 2004 the group entered into an agreement with its three main banks (BNP Paribas, Crédit Agricole Île de France and Pursuant to this termsheet the current credit lines will be rescheduled Société Générale) for €150 million in credit lines. At 31 December 2007 and the banking pool will grant an additional €126 million in medium- the outstanding credit totalled €59.5 million. term credit lines by 1 January 2009. The group will therefore be granted access to €150 million due 5 years from the date of fi rst drawdown. Group net debt totalled €359.5 million at 31 December 2007 reduced by €20.4 million compared with 31 December 2006. Breakdown of net This credit line, repayable on a half-yearly basis over 5 years from the debt and consolidated cash fl ow are presented on pages 102 and 103 date of fi rst drawdown is subject to the following conditions: of this registration document. • as from 2009, one third of consolidated net cash fl ow above Group ratios at 31 December 2007: €15 million must be allocated to debt reduction (excluding any market operation); Net debt to equity 0.88 • acquisitions in 2008 and 2009 to be limited to €10 million per year Net debt/EBITDA before profit-sharing (financial leverage) 2.71 and thereafter €40 million per year, if no operations are carried out to strengthen equity; At 31 December 2007 the group did not meet its fi nancial leverage • in the event of a capital increase or the issue of bonds redeemable ratio covenant which must not exceed 2.5. Altran has asked the three into shares for a minimum of €100 million, Altran is authorised to banks of the banking pool (BNP Paribas, Crédit Agricole Île de France make acquisitions for an aggregated amount of €50 million per year and Société Générale) not to exercise the early redemption clause on without prior approval from the banks. these lines. The maximum cost of this credit is Euribor plus 155 basis points subject Furthermore, on 17 April 2008 Altran announced that it was in the to the following ratios being met: process of signing a refi nancing agreement with a group of banks: BNP Paribas, Crédit Agricole Île de France, Natixis and Société Générale. This refi nancing agreement grants a 5 year credit facility of €150 million, and includes €26 million in existing credit lines that were initially due in 2009.

132 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

Net debt/EBITDA Net debt/Equity

31/12/2007 < 2.9 < 1.1 30/06/2008 < 2.9 < 1.0 31/12/2008 < 2.7 < 1.0 30/06/2009 < 2.5 < 1.0 31/12/2009 < 2.3 < 1.0 30/06/2010 < 2.1 < 1.0 31/12/2010 < 1.9 < 1.0 30/06/2011 < 1.7 < 1.0 31/12/2011 < 1.5 < 1.0 30/06/2012 < 1.3 < 1.0 31/12/2012 to 31/12/2013 < 1.0 < 1.0

These ratios will be calculated in compliance with IFRS and net debt 9.2 Interest rate risk corresponds to net debt excluding employee profi t-sharing and accrued interest on bond loans. At 31 December 2007, group net debt totalled €359 million comprised mainly of a convertible bond for €230 million at a 3.75% fi xed rate redeemable on 1 January 2009. The impact of interest rate changes is therefore not signifi cant. Breakdown by maturity of bank borrowings and fi nancial liabilities:

(in million euros) Within 1 year In 1 to 5 years Over 5 years

Financial liabilities (296) (241) - Financial assets 178 - - Net position before hedging (118) (241) - Off balance sheet (interest rate hedge) 60 - -

Pursuant to the credit agreement signed in December 2004, the group 9.3 Exchange rate risk has set up an interest rate hedge to cover at least 50% of total revolving credit commitments for a minimum term of 3 years. Altran thereby The majority of group assets in foreign currencies are comprised of manages a structural fi xed rate/variable rate position (in euros) to limit its investments in countries outside the Euro zone (mainly the United the cost of debt and uses interest rate instruments such as swaps, caps States, Brazil, the United Kingdom, Sweden and Switzerland). and fl oors subject to the limits defi ned by Management and the credit There were no fi nancial debts in foreign currencies outside the Euro agreement zone at 31 December 2007. In addition, the group increasingly uses more factoring contracts for In 2007, group sales generated outside the Euro zone totalled fi nancing, which are indexed against EURIBOR. €316.2 million. As the income and expenses arising out of intellectual services provided to clients are in the same currency, no foreign exchange hedging policy has been implemented. Commitments in foreign currencies at 31 December 2007

(in million euros) Net position in Net position Exchange rate euros before Off balance in euros after Currency Assets Liabilities Net position at 31/12/2007 hedging sheet hedging Sensitivity* USD 77 2 75 1.4721 51 - 51 0.5 GBP 60 33 27 0.7334 37 - 37 0.4 CHF 72 7 65 1.6547 39 - 39 0.4 SEK 100 - 100 9.4415 11 - 11 0.1 SGD 37 - 37 2.1163 17 - 17 0.1 * Sensitivity to a 1% movement in exchange rates.

2007 Registration document 133 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

9.4 Risks associated with intangible assets 9.7 Risks associated with the convertible bond (OCEANE) Goodwill is not amortised but is subject to an impairment test at 31 December every year and more frequently if there are indications Given the fi nancing agreement signed on 16 April 2008 with a that goodwill might be impaired. banking pool made up of four banks (see section 9.5.1 “Liquidity risk” on pages 32 and 33 of this registration document), the scheduled The methodology used for impairment tests is set out in paragraph 1.7 increased use of factoring, cash fl ow generation expected in 2008 “Goodwill”. and cash held at group level, the group should have suffi cient fi nancial Impairment losses recognised in the income statement totalled resources to repay the convertible bond due on 1 January 2009. €13,870 thousand at 31 December 2007, i.e. €12,535 thousand for the Furthermore, the company has announced its decision to carry out a fi rst half of 2007 and €1,335 thousand for the second half of 2007. capital increase for a maximum of €130 million by 31 July 2008, which Impairment losses recognised involved 6 CGUs, which corresponds to will enable it to strengthen its equity and position the group to boost its 7 companies. The carrying amount of goodwill before impairment at development via targeted acquisitions. 31 December 2007 totalled €488,649 thousand. Impairment tests carried out on 31 December 2007, were based on a 9.8 Risks associated with Altran’s activity discount rate after tax (WACC) of 8.92%, i.e. a discount rate before tax of between 11% and 12%. Risks associated with the consulting market The assumption of a 1 percentage point increase in WACC (i.e. 9.92%) The consulting market, and particularly technology and R&D consulting, would have resulted in total impairment of €18,314 thousand. and organisation and information system consulting, are subject to constant change, namely due to technological innovation, customer requirements which evolve over time, the growing globalisation of 9.5 Environmental risk customers, changes in invoicing patterns and contractual commitments. Altran Technologies provides intellectual services. Environmental risks Consequently, the group’s performance depends on its capacity are therefore insignifi cant. to move with the changes of the industry, to use technological tools skilfully and to provide its customers with satisfactory services.

9.6 Legal risks Furthermore, the technology and R&D consulting market, the group’s leading market, is still fragmented but there is a tendency towards Altran Technologies charges its clients based on the time spent by greater consolidation and customers are tending to cut down on the its consultants. In the course of its business, the group may be faced number of suppliers. Some of the group’s competitors may have greater with legal actions, concerning employment litigation or other forms of fi nancial, commercial, technical and human resources than Altran’s. claims. These competitors could in the future conclude long-term strategic or contractual relationships with customers or potential customers on A detailed description of major litigation involving the group can be markets where the group operates or intends to develop operations. found in paragraph 6 “Major litigation and contingent liabilities”. Increased competition could therefore have an impact on the group’s Whenever the group identifi es a risk, a conservative provision is market share, activity, fi nancial position and outlook. recorded based on advice from counsel. Total provisions made for all Altran’s customers are mainly major European private and public litigation involving the group amounted to €17.1 million at 31 December accounts. The group does not publish a list of clients as this is strategic 2007. information. However the group’s customer portfolio is very fragmented At present the criminal proceedings against Altran are ongoing, as in 2007 no one client represented more than 6% of total group sales; for misuse of company property, forgery and disseminating false the fi ve largest customers represented 14.4% of total sales in 2007, information to infl uence the share price (see paragraph 6 “Major the 10 largest 22.6% and the fi fty largest 45.6%. litigation and contingent liabilities” on pages 125 and 127 of this registration document for details). Although Altran is not aware to date Risks associated with potential liability as regards of any such information, other proceedings, complaints and claims clients and termination of contracts against the group cannot be ruled out. To Altran’s knowledge, there are The relationships forged by the group with its customers, particularly no pending governmental, legal or arbitration proceedings, including as regards cost-plus service, are sometimes formalised only by one- any proceedings that the company is aware of, likely to have or having off orders. Typically cost-plus service orders often do not stipulate the had over the past 12 months, signifi cant effects on the group’s fi nancial conditions for renewal and sometimes provide for termination with position or profi tability, other than those described in paragraph 6 only short-term notice requirements. This may provide a certain factor “Major litigation and contingent liabilities”. of uncertainty which could affect the group’s activity, fi nancial position and outlook.

134 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

In addition, the vast majority of services provided by the Altran group that that all claims made by third parties or losses suffered are, and will companies are billed on a time basis at a fi xed rate. group companies in the future be, covered by insurance, nor that the current insurance are only bound by an obligation of means. In the event of fi xed price policies will always be suffi cient to cover the cost and damages resulting contracts, accounting principles as regards the recognition of revenue, from Altran’s liability being incurred. In the event a loss is not covered require an assessment of risk on completion. Margins are only by the insurance policies or signifi cantly exceeding their limits or where recognised once it is established that there is no risk of them being the insurer demands signifi cant reimbursement, the resulting costs jeopardized due to a duty to achieve a given result. and damages could affect the group’s fi nancial position. Altran Technologies’ insurance policies are in line with the group’s Risks associated with a shortage of qualified staff and business and standard market conditions and are underwritten with higher payroll expenses reputable insurance companies. In the innovation and technology consulting and information technology industries, employees are virtually all highly qualifi ed engineers who Liability are very sought after on the employment market in their respective 1. Professional liability, product liability and operational third fi elds. The group’s growth capacity is largely dependent on its capacity party liability insurance: This master policy, negotiated by Altran to attract, motivate and retain highly qualifi ed employees who have the Technologies is due to cover all group subsidiaries (excluding Altran requisite skills and experience. The group is particularly exposed to the Technologies’ US and Canadian subsidiaries which are covered by risk of losing its consultants to competitors or to clients on completion local policies), and covers the insured companies in the course of of a mission. The group devotes considerable efforts to reducing staff their business for liability for bodily injury, property damage and turnover which is fairly high (29.4% en 2007). However, there is no fi nancial loss caused to third parties. guarantee that the group will achieve this objective or that the group will manage to retain the qualifi ed staff needed for future growth. 2. Aviation insurance: this covers Altran Technologies and those subsidiaries expressly cited which operate in the fi eld of aviation. The group may be unable to pass on payroll costs resulting from It covers the fi nancial loss resulting from liability incurred due to signifi cant changes in labour law or tighter employment market products and intellectual services in engineering sciences or due to conditions in the group’s main countries or sectors. fl ight interruption. 3. Environmental liability insurance: this global policy only covers Risks associated with the implementation of the cost cutting strategy those group companies expressly cited. It covers fi nancial loss resulting from liability incurred due to property damage, intangible Pursuant to its operational effi ciency plan for 2007/2009 and based loss, bodily injury, caused by damage to the environment resulting on the group’s outlook (see paragraph 3.3 for details), the group has from the occurrence of unforeseeable events in the course of the set itself the specifi c objective of cutting indirect costs via various group’s business. measures, namely the legal restructuring of the group, reducing the number of subsidiaries. Fleet insurance The group has taken steps to merge subsidiaries, to create synergies The use of motor vehicles by employees for business purposes is and economies of scale, to apply and optimise standards, controls and covered by group policies which provide standard market cover. procedures and to deploy new tools. The achievement of objectives within the allotted time span cannot be guaranteed at this stage, Office insurance and could therefore affect the group’s activity, fi nancial position and The group has offi ce insurance to cover losses arising from damage outlook. to goods, furniture and fi xtures and insured parties (fi re, theft, water damage, machinery breakdowns, etc.). Risks associated with insurance cover Complementary health insurance, providence insurance and The group has defi ned a policy to insure the main risks linked to it personal assistance insurance business (see below for details) and ensures that these policies are Altran Technologies’ employees benefi t from providence and extended to cover all group subsidiaries, subject to standard market complementary health insurance and personal assistance insurance exclusions, limits and deductibles. when they travel abroad on business, all of which provide standard market cover. Subject to standard market exclusions, the group considers that its current insurance cover is reasonable, as deductibles are consistent One-off insurance policies can be underwritten to cover specifi c with the frequency of losses. However, the company cannot guarantee contracts for a limited period of time.

2007 Registration document 135 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

9.9 Investment risks • in allocating these cash surpluses, GMTS gives priority to the repayment of loans and/or uses money market instruments with The majority of liquidities are invested in: sensitivity and volatility rates of less than 1% per annum. • money market securities (SICAV); At 31 December 2007 the market value of the group’s marketable • negotiable debt securities; securities totalled €97.5 million. • foreign currency deposit accounts (GBP/USD and CHF). The group does not make investments involving signifi cant risk. Interest for the above investments is based on EONIA or LIBOR for foreign currencies. The sensitivity of these investments, based on a 9.10 Commitment to buy out minority interests 10% fl uctuation of the benchmark index (EONIA or LIBOR), is 0.40%. The group has not entered into any commitment to buy out minority The group is currently defi ning a procedure to determine how liquidities interests, or any non-consolidated special purpose entities. should be used by each subsidiary and at group level. In addition, since July 2004, the group held an option to purchase 75% Most of the guidelines are based on two main principles: of the share capital of the Korean subsidiary ADL Yuhan Hosea. The group exercised this option in August 2007, thereby acquiring the • all cash surpluses are to be invested with Altran’s Global Management remaining 75% stake in the subsidiary. The sales contribution of ADL Treasury Services (GMTS, company governed by French law); Yuhan Hosea in the second half of 2007 was €2.8 million.

10. Subsequent events

At the end of 2007 group Management presented a Business The Funds managed by Apax Partners SA have committed to subscribing Development plan concerning its organisation and information systems all new shares that are unsubscribed by existing Shareholders through consulting activities in France. the exercise of their pre-emptive subscription rights, at an issue price per share of between €5 and €6. This plan involves merging the Altran CIS Paris companies, which are subsidiaries of Altran Technologies, into a single entity to be called A prospectus will be drawn up for approval by the Autorité des Marchés Altran CIS. The merger is due to be completed on 30 April 2008, with Financiers, prior to the transaction. retroactive effect for accounting and taxation purposes from 1 January The Apax Funds have concluded an agreement with Messrs Alexis 2008. To that purpose, on 5 March 2008 Altran Technologies sold Kniazeff and Hubert Martigny, the founding Shareholders of Altran shares to its subsidiary Altran Systèmes d’Information so that the latter Technologies, under which, subject to the capital increase, the founders would fully own the companies that it is due to absorb. agree to: This Business Development plan is in line with the group’s ambition to • sell 6 million company shares to the Apax Funds i.e. 5.1% of the position Altran CIS as a leading player in its market, and to grant it the issued capital; opportunity of achieving this ambition via: • transfer all the pre-emptive subscription rights attached to their • a strong positioning with clearly distinguished activities; remaining shares to Apax Funds; • a sustainable growth model. • contribute all the voting rights attached to their remaining shares to This announcement is in line with other steps taken by the group over a partnership that Apax Partners will manage and represent at the the past two years to restructure the group’s activities in France, such Shareholders General Meetings for an initial period of 6 years. as the merger of the 26 French Innovation and Technology Consulting At the next Shareholders General Meeting, the Shareholders will be companies into a single entity, and the operational merger of its asked to approve the appointment of two additional members to the Organisation and Information System Consulting. Supervisory Board who will represent the Apax Funds. On 17 April 2008, Altran Technologies announced plans to proceed with a capital increase with pre-emptive subscription rights up to a maximum amount of €130 million, which is expected to be completed before 31 July 2008.

136 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

FINANCIAL STATEMENTS AND NOTES TO THE FINANCIAL STATEMENTS

1. Financial statements at 31 December 2007 137 2. Accounting notes to the financial statements at 31 December 2006 139 3. Notes concerning certain balance sheet items 142 4. Notes to the profit and loss account 148 5. Information on significant ongoing disputes 150 6. Off-balance sheet commitments 151 7. Subsequent significant events 152 8. Statement of subsidiaries and participating interests 153 9. Statement of earning for the last five financial years 154

1. Financial statements at 31 December 2007

1.1 Balance sheet at 31 December 2007

Balance sheet – Assets

31/12/2007 31/12/2006 Deprec. (in euros) Notes Gross amort. & prov. Net Net

Intangible assets 3.1 272,536,966 18,104,099 254,432,867 257,799,708 Intangible assets Patents, licences, brands 8,517,839 5,376,209 3,141,630 2,876,250 Other intangible assets 41,374,441 304,898 41,069,543 41,069,543 Work in progress 205,940 0 205,940 64,720 Property, plant and equipment Other property, plant and equipment 21,777,513 11,561,252 10,216,261 9,877,944 Work in progress 142,004 142,004 63,480 Long-term investments Investments and advances 144,152,805 14,389 144,138,416 145,803,606 Loans and other long term investments 56,366,424 847,351 55,519,073 58,044,165 Current assets 567,398,634 8,197,468 559,201,166 591,858,735 Work in progress for services provided 250,776 31,829 218,947 167,245 Trade receivables 3.3 42,098,935 8,165,639 33,933,296 38,022,072 Other receivables and advances 3.3 509,640,218 509,640,218 540,685,869 Cash on hand and marketable securities 15,408,704 15,408,704 12,983,549 Prepayments and accrued income 4,775,378 4,775,378 4,053,416 Prepaid expenses 3.13 3,562,351 3,562,351 1,630,621 Expenses to be amortised over several periods 3.14 1,213,027 1,213,027 2,422,740 Unrealised foreign exchange losses 055 TOTAL ASSETS 844,710,978 26,301,567 818,409,411 853,711,859

2007 Registration document 137 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

Balance sheet – Equity & Liabilities

(in euros) Notes 31/12/2007 31/12/2006

Shareholders’ equity 3.4 328,855,137 316,357,483 Share capital 3.5 59,100,650 58,658,118 Share premium 204,568,939 202,382,833 Statutory reserve 5,865,723 5,865,723 Retained earnings 49,450,810 52,745,428 Net profit (loss) for the period 9,869,014 (3,294,619) Provisions for liabilities and charges 3.2 29,378,432 29,966,561 Liabilities 454,161,698 503,945,246 Convertible bond loans 3.7 238,692,913 238,692,920 Bank borrowings 3.8 20,248,634 19,984,621 Other borrowings 3.8 62,150,095 93,406,863 Trade payables 3.9 21,872,137 23,481,624 Tax and social security liabilities 3.9 105,958,606 106,082,222 Payables to suppliers of fixed assets 3.9 382,744 19,393,325 Other payables 3.9 4,856,569 2,903,671 Prepayments and accrued expense 6,014,144 3,442,568 Deferred income 3.13 6,014,144 3,236,062 Unrealised foreign exchange gains 206,506 TOTAL EQUITY AND LIABILITIES 818,409,411 853,711,859

1.2 Income statement

(in euros) Notes 31/12/2007 31/12/2006

Total revenues 4.1 493,969,710 490,850,486 Change in inventory 43,356 (181,766) Own work capitalized 0 60,403 Grants and subsidies 14,538 12,660 Reversals of provisions and transfer of charges 11,552,346 7,105,490 Other revenue 367,010 3,373,291 Operating revenue 505,946,959 501,220,564 Other purchases and external costs (101,735,722) (106,331,217) Taxes & duties (16,877,465) (16,586,759) Salaries & wages (258,657,556) (255,590,645) P ayroll taxes (109,698,755) (110,575,847) Amortization expenses and provisions (12,894,058) (13,322,782) Other costs (2,920,755) (5,894,748) Operating expenses (502,784,311) (508,301,998) Operating income 3,162,648 (7,081,434) Recorded profit or transferred loss 0 4,035 Financial revenue 33,657,005 15,205,524 Interest expenses (27,889,983) (18,299,299) Non-operating income 4.2 5,767,022 (3,093,775) Pre-tax income excluding extraordinary items 8,929,670 (10,171,174) Extraordinary revenue 8,695,582 32,113,614 Extraordinary expenses (15,253,717) (36,181,654) Extraordinary income 4.3 (6,558,135) (4,068,040) Participation 0 (5,508,709) Corporate income tax 4.4 7,497,479 16,453,304 NET INCOME 9,869,014 (3,294,619)

138 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

2. Accounting notes to the financial statements at 31 December 2006

2.1 Key events 2.2.2 Use of estimates The preparation of the fi nancial statements requires the use of estimates Operational efficiency plan 2007/2009 and assumptions that can have an impact on the book value of certain At the Annual General Assembly of Shareholders of 29 June 2007, items on the balance sheet or profi t and loss statement, as well as on Altran announced the launch of the operational effi ciency plan the information provided in certain notes to the fi nancial statements. 2007/2009 which targets the improvement of group performance Altran regularly reviews these estimates and assessments in order to and an appreciable reduction of indirect costs. take into account past experience and other factors deemed pertinent in respect of economic conditions. These estimates, assumptions and At the Annual General Assembly of Shareholders of 29 June 2007, assessments are established on the basis of information and situations Altran announced the launch of the operational effi ciency plan in existence on the date of preparation of the fi nancial statements, 2007/2009 which targets the improvement of group performance which may prove in the future to be different from reality. They primarily and an appreciable reduction of indirect costs. concern the provisions and assumptions retained for the preparation of the business plans used to value participating interests. Cost reduction and performance improvement plan The associated restructuring costs generate charges excluding a 2.2.3 Intangible assets provision reversal of €4.44 million (€7.09 million in charges covered The intangible assets mainly include the brands, licences, software, by provision reversals in the amount of €6.87 million). These costs development expenses as well as business assets. They are recognised concern: at their acquisition or production cost. • €3.95 million in wages; Altran Technologies’ intangible assets are mainly composed of • €2.16 million in fees, rental costs and various expenses; business assets, which correspond mainly to technical losses reported at the merging of 26 companies in 2006, which are the subject to • €0.98 million in fi xtures disposed of following relocations. impairment tests.

Reorganisation of the group 2.2.3.1 Brands During 2007 Altran Technologies performed a complete transfer of Brands correspond to brand submission costs. They are not assets and liabilities of the following companies: Altiam, Altran France amortised. Executive Management, Cerri Consulting (France), DCE Consultants 2.2.3.2 Software France, Ethnos and Trininfor. Created software intended for internal or commercial usage is primarily In application of the provisions of article 1844-5, paragraph 3, of entered under expenses. However, it may be entered under assets the French Civil Code, these dissolutions were performed without when the following conditions are met: liquidation. • the project is clearly identifi ed and monitored in an individual and These operations generated the recognition of merger losses in reliable manner; fi nancial expenses of €3,653,963 and a merger profi t of €41,670. • the project has substantial chances of being technically successful; • the project has substantial chances of being commercially profi table 2.2 Accounting rules and methods for the software intended to be rented, sold or marketed;

2.2.1 Basis for preparing the annual financial • the company displays its intention to produce, market or internally statements use the software concerned; The general accounting conventions were applied in compliance with • the costs activated are direct, internal and external costs undertaken the principle of prudence and in accordance with the basic assumptions during the phases of organic analysis, programming, testing and for of: the development of this software. • going concern; Amortisation is calculated using the straight-line method in accordance with the anticipated useful life of the software from 12 months to • consistency of accounting methods from one fi nancial year to the 5 years. next; • independence of fi nancial years; 2.2.3.3 Development costs All expenses that meet all criteria that defi ne development costs and in compliance with general rules for the establishment and are recognised under intangible fi xed assets and amortised over the presentation of annual fi nancial statements. project’s lifespan. All other expenses are considered research costs The basic method used for the evaluation of items entered into the and recognised under charges. accounting books is the method of historic costs.

2007 Registration document 139 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

2.2.3.4 Business assets 2.2.7 Receivables The business assets comprise: Receivables are valued at their nominal value. • the historical costs for funds acquired by merged companies; The inventory value of advances to subsidiaries is determined using • the technical merger loss corresponding to the difference between the depreciation method retained for participating interests. the net value of shares in absorbed companies appearing under Depreciation is recorded when inventory value falls below the nominal the assets of the absorbing company and the book value of these value. companies. 2.2.8 Deferred charges 2.2.4 Tangible fixed assets The expenses associated with issuing the 2004 convertible bond loan Tangible fi xed assets correspond to installations and fi xtures, offi ce are amortised over 4 years and 176 days. equipment, IT equipment and furniture. They are valued at their acquisition cost, which includes all the expenses 2.2.9 Provisions for liabilities and charges directly attributable to fi xed assets. Provisions for liabilities and charges are recognised when, at the close Fixed investments are primarily depreciated on a straight-line basis in of the fi nancial year, the company has an obligation regarding a third accordance with the estimated useful life: party where it is likely or certain that said obligation will give rise to a payment of resources to this third party, without a counter-entry at • buildings 10 to 30 years least equivalent in value expected from this. • fi xtures and installations 10 years The estimated provision amount corresponds to the resource outfl ow • vehicles 5 years that the company will probably have to bear to settle its obligation. • IT equipment 3 years The main provisions for liabilities and charges that the company is required to recognise include: • offi ce equipment 2 to 5 years • estimated costs in respect of disputes, litigation and claims on the • offi ce furniture 10 years part of third parties or former employees; • estimated restructuring costs. 2.2.5 Financial fixed assets The fi nancial fi xed assets are composed of investments and long-term In the event of re-structuring operations, a provision is made before loans and receivables. closing once the operations have been announced and a detailed plan is available or once operations commence. The gross value of participating interests and other fi nancial fi xed assets appearing on the balance sheet is comprised of their acquisition Contingent liabilities correspond to potential obligations resulting from cost, which includes all the expenses directly attributable to fi xed past events whose existence will only be confi rmed by future events assets. that are often beyond the company’s control or probable obligations involving a certain outfl ow of resources. The purchase price of participating interests comprises in the majority of cases a set amount settled upon acquisition and an earn-out that 2.2.10 Commitments relating to retirement gratuities varies in accordance with the company’s future earnings generally over a period of 5 years. Upon retirement, employees of the company receive a gratuity amount in keeping with law and the provisions of the collective agreement. Earn-outs to be paid in respect of earnings for year N are recorded under assets as a counter-entry to the payables on fi xed assets entry. Retirement commitments, based on the Syntec agreement and the new Earn-outs in respect of future years constitute off-balance sheet terms of the Fillon law, were evaluated by Towers Perrin actuaries. commitments. These retirement provisions correspond to the rights acquired by The inventory value of securities corresponds to their value in use for employees by means of conventional and legal mechanisms. They the company. This is determined by taking into account an enterprise result from an actuarial calculation. value determined using earnings prospects (revenue, EBIT, cash fl ow, Contributions made are recorded as charges for the period and all rate of growth) based on business plans. employee benefi ts are valued annually using the projected credit unit A depreciation is recorded when the inventory value thusly defi ned method with consideration given to the following specifi c economic falls below the acquisition cost. conditions: • death rates: INSEE 98 2.2.6 Service work in progress • evolution of salaries: 3% A valuation of service work in progress is performed at the closing at cost of sale when all of the formal conditions gathered to recognise percentage of completion are not fully met. Depreciation is recorded when the inventory value falls below the nominal value.

140 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

• staff turnover: from 30% (20-24 years) to 0% (> 50 years) General principle The neutrality principle is used, under which, insofar as is possible, • discount rate: 5% subsidiaries must recognise in their accounts, throughout the duration • infl ation rate: 2% of consolidation into the group, an income tax charge or gain and additional contributions similar to those they would have recognised The impact of the social security fi nance law of 2008 will increase the had they not been consolidated. annual expense by approximately €170,000 in the next 15 years. Business taxes 2.2.11 Currency transactions and translation For each fi nancial year, subsidiaries record the tax that they would adjustments have had to pay had they never been consolidated. Charges and income in foreign currencies are recognised at their euro equivalent on their date of occurrence. Debts, receivables and cash In practical terms, this is the tax determined after the allocation of balances in foreign currencies are reported on the balance sheet at previous losses. their euro equivalent, using the exchange rate in effect at the end of The recognition of this tax gives rise to an Altran Technologies the fi nancial year. receivable of an identical amount in respect of the subsidiaries. Gains and losses arising from the translation of debts and receivables Subsidiaries may not opt for a carryback of their loss during the period in foreign currencies at the latter rate appear on the balance sheet in which they belong to the group. under translation adjustments in the case of non-eurozone currencies and latent losses give rise to a contingency provision. Tax credits and assets These tax credits and assets, whether reimbursable by the Public 2.2.12 Long-term transactions and recognition Treasury or not, are assigned to tax due from subsidiaries by application of Revenues of the rules. Revenues correspond to sums received from provisions of service conducted by the company. Receivables from loss carrybacks Subsidiaries’ receivables on loss carrybacks arising before the The method used for recognising Revenue and costs depends on consolidation period cannot be allocated to tax due by the the nature of the services. The company performs the majority of its subsidiaries. services on a cost basis. In exchange, subsidiaries may sell to Altran Technologies the Time and material receivable(s) in question as per the conditions established in Revenue and associated costs are recognised in accordance with the article 223G of the French General Tax Code. stage of completion based on the time spent as compared with the total time appearing in the contract. Tax payment terms During the fi nancial year of entry into the scope of consolidation, This concerns services that have a daily rate fi xed in the contract. The subsidiaries pay the four income tax instalments directly to their own Revenue and associated costs related to these services are recognised tax offi ce and the instalments of contributions due, if applicable. in accordance with the time spent by consultants on the projects. From the second fi nancial year of consolidation, subsidiaries pay Altran Fixed price services Technologies the income tax instalments, additional contributions and In circumstances where fi xed price contracts are concluded together settlements under the standard conditions. with a performance obligation, revenue and earnings are recognised The recording of these amounts at Altran Technologies in the in accordance with the percentage of completion method. The subsidiaries’ current account does not bear interest. percentage of completion is determined in accordance with the percentage of costs incurred for the work performed as compared Period with the total estimated costs. The agreement is concluded for the period of consolidation of the When it is likely that the total estimated costs of the contract will be subsidiaries, namely 5 years from 1 January 2004. higher than the total income of the contract, a provision is immediately Terms upon exit from the group made for the anticipated losses upon completion. Subsidiaries exit the group if one of the conditions required under The costs corresponding to the services performed that do not meet article 223A of the French General Tax Code for belonging to the the aforementioned conditions are recorded at the cost of sale under consolidated group is no longer met. “Work in progress”. Exit from the group takes retroactive effect on the fi rst day of the fi nancial year in which the originating event occurs. 2.2.13 Income tax and tax consolidation 2004 saw the implementation of tax consolidation in which Altran Subsidiaries once again become liable for separate taxes on earnings Technologies acts as a group leader. and long-term net capital gains realised at the close of the fi nancial year in which the event causing the exit occurred. All of the French subsidiaries form an integral part of the tax consolidation scope. The income tax charge resulting from the use of consolidated subsidiaries is held by Altran Technologies in the event of exiting the All agreements primarily feature the following points: subsidiary scope.

2007 Registration document 141 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

3. Notes concerning certain balance sheet items

3.1 Fixed assets and depreciations

Fixed assets

Sold/ Opening discarded/ Closing (in euros) amount TAL* Acquisitions transferred amount

Intangible assets: Goodwill 2,083,699 2,083,699 Other intangible assets 39,290,742 39,290,742 Patents, licences, brands 7,321,512 30,343 1,776,565 610,581 8,517,839 Intangible assets in progress 64,720 205,940 64,720 205,940 TOTAL 1 48,760,673 30,343 1,982,505 675,301 50,098,220 Property, plant and equipment: Other property, plant and equipment 19,593,333 158,200 4,633,949 2,607,970 21,777,512 Work in progress 63,480 142,004 63,480 142,004 TOTAL 2 19,656,813 158,200 4,775,953 2,671,450 21,919,516 Long-term investments Investments and advances 152,629,697 1,961,610 10,438,502 144,152,805 Loans and other long term investments 58,845,395 33,011 1,628,727 4,140,708 56,366,424 TOTAL 3 211,475,092 33,011 3,590,337 14,579,210 200,519,229 GRAND TOTAL (1+2+3) 279,892,578 221,554 10,348,795 17,925,961 272,536,966 * TAL: Complete transfer of assets and liabilities.

Depreciations & Provision of assets

Opening Closing (in euros) amount TAL* Increases Decreases amount

Intangible assets: Patents, licenses, brands 4,445,262 20,401 1,521,047 610,501 5,376,209 Goodwill 304,898 304,898 TOTAL 1 4,750,160 20,401 1,521,047 610,501 5,681,107 Fixed assets: Other tangible assets 9,715,390 68,652 3,655,479 1,878,270 11,561,252 TOTAL 2 9,715,390 68,652 3,655,479 1,878,270 11,561,252 GRAND TOTAL (1+2) 14,465,550 89,053 5,176,526 2,488,771 17,242,359 * TAL: Complete transfer of assets and liabilities.

142 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

3.2 Provisions and depreciations

Provisions & depreciations recorded on the balance sheet

Opening Closing (in euros) amount TAL* Increases Decreases amount

Investments and related receivables 6,826,091 724,946 7,536,648 14,389 Other long-term investments 801,229 46,122 847,351 TOTAL LONG-TERM INVESTMENTS 7,627,320 0 771,068 7,536,648 861,740 Inventories 40,175 8,346 31,829 Trade receivables 6,824,501 1,792,646 451,507 8,165,639 Provisions for charges and litigation 22,845,514 32,000 10,190,688 12,113,931 20,954,271 Provisions for pensions 7,120,992 72,294 1,250,909 20,034 8,424,161 Provisions for foreign exchange losses 55 55 0 TOTAL 29,966,561 104,294 11,441,596 12,134,020 29,378,432 TOTAL 44,458,558 104,294 14,005,310 20,130,521 38,437,640 * TAL: Complete transfer of assets and liabilities.

including reversal of provision used for: €9,478,483 (of which €9,458,394 for liability, €55 for exchange differences and €20,034 for retirement compensation ) including reversal of provision not used for: €2,655,537 (of which €2,655,537 for liability, €0 for retirement compensation)

The provision for restructuring under the Albatros plan totalled €6,309,725 on 31 December 2007.

3.3 Summary of receivables due dates

(in euros) Gross amount Due in less than 1 year Due in over 1 year

Long-term receivables 69,986,872 146,037 69,840,835 Receivables from controlled entities 13,633,653 0 13,633,653 Loans 54,330,577 69,605 54,260,972 Other long-term investments 2,022,642 76,432 1,946,210 Short-term receivables 555,285,097 536,162,725 19,122,372 Trade receivables 42,098,935 32,266,558 9,832,377 Employees and social security 1,816,635 1,816,635 State 14,796,908 5,506,913 9,289,995 Group and associates 449,848,713 449,848,713 Other receivables 43,161,554 43,161,554 Prepaid expenses 3,562,351 3,562,351 TOTAL 625,271,969 536,308,762 88,963,207

Altran Technologies uses factoring to a large degree. Pending Information concerning factoring transactions receivables transferred to the Factor are recognised in off-balance • customer outstandings: €103,968,088 sheet commitments as €103,968,000 on 31 December 2007 and €118,990,000 on 31 December 2006 (see paragraph 6). • current Account and Factor Guarantee: €16,909,688 • short-term factor advance: €87,058,400

2007 Registration document 143 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

3.4 Changes to Shareholders’ equity

Movements in equity Allocation of Opening earnings year Net profit/ Closing (in euros) amount Increases Decrease n-1 loss year n amount

Capital 58,658,119 442,531 59,100,650 Share premium 180,301,128 2,186,105 182,487,233 Merger premium 22,081,706 22,081,706 Legal reserve 5,865,723 5,865,723 Retained earnings 52,745,428 (3,294,619) 49,450,810 Net profit (loss) for the period (3,294,619) 3,294,619 9,869,014 9,869,014 SHAREHOLDERS’ EQUITY 316,357,485 2,628,637 0 0 9,869,014 328,855,137

3.5 Shareholding structure

Number Par value

Number of shares at opening 117,316,237 €0.5 Capital increase in relation to stock option plan 885,063 €0.5 Number of shares at closing 118,201,300 €0.5

3.6 Stock Options The Board of Directors meeting of 20 December 2007 ruled on the General Meeting of 29 June 2005 for a total number of shares of allocation of share subscription of options and free shares in accordance 2,589,830 and 818,740 respectively, to the benefi t of 2,191 employees. with the authorisation granted by the Ordinary and Extraordinary This plan represents 2.9% of the total capital for the business.

Au 31 On 31 December 2007, the main characteristics of the plans were as follows:

Stock-options Free shares 2000 2001 2003 2003 2004 2005 2005 2007 2007 2007 Share subscription plan and free shares Plan(a) Plan(a) Plan(a) Plan(a) b) Plan Plan Plan Plan Plan Plan

Shareholder Meeting date 26/06/1996 17/06/1999 17/06/1999 17/06/1999 28/06/2004 28/06/2004 28/06/2004 29/06/2005 29/06/2005 29/06/2005 Date of Board of Dir. or Mgmt Board meeting 11/04/2000 10/10/2001 11/03/2003 24/06/2003 29/06/2004 15/06/2005 20/12/2005 20/12/2007 20/12/2007 20/12/2007 Total number of shares available for purchase on date of attribution 845,792 642,880 3,948,993 336,191 2,762,000 340,000 2,630,000 2,589,830 482,240 336,500 • of which corporate officers 67,242 186,785 80,000 200,000 210,000 100,000 • of which number of shares available for purchase by 10 highest paid individuals, including the senior management committee 144,892 85,708 875,218 106,734 510,000 140,000 635,000 340,000 93,240 Number of shares purchased on 31 December 2006 ------Options expired during the period Start date for exercising options 01/07/2004 10/10/2005 12/03/2007 25/06/2007 30/06/2008 16/06/2009 21/12/2009 21/12/2011 Date of final allocation of free shares 21/12/2009 21/12/2011 Expiration date for the options 11/04/2005 10/10/2006 11/03/2011 24/06/2011 29/06/2012 15/06/2013 20/12/2013 20/12/2015 End of the period of assignments of free shares 20/12/2011 20/12/2011 Purchase price (in euros) 76.20 39.34 2.97 6.73 9.37 7.24 9.62 4.29 4.00 4.00 Black & Black & Black & Black & Black & Binomiale Binomiale Method Used Scholes Scholes Scholes Scholes Scholes Hull & White CNC CNC Number of shares available for purchase on 31/12/2006 2,233,349 225,119 1,859,498 131,000 2,096,000 Rights created in 2007 2,589,830 482,240 336,500 Rights lost in 2007 95,268 13,570 167,250 169,500 1,000 Rights exercised in 2007 911,725 Number of shares available for purchase on 31/12/2007 1,226,356 211,549 1,692,248 131,000 1,926,500 2,589,830 481,240 336,500 (a) As a result of the capital increase in cash with retention of their pre-emptive right to purchase of 23 December 2003, the exercise price and the number of shares of the stock option purchase plans were adjusted in order to reflect the issuance of 20.8 million shares. (b) The Extraordinary General Assembly dated 8 June 2006 has, in its Ninth Resolution, modified the accounting period plan in date on 24 June 2003 to extent the accounting period from 5 to 8 years.

144 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

3.7 Convertible Bond Loans to a maximum of 18,110,236 shares, or 15.80% of ordinary shares outstanding. Convertible bond loans issued in July 2004 totalled €230,000,000 on 31 December 2007, including 18,110,236 bonds with a par value of This programme has enabled fi nancing sources to be diversifi ed and €12.70 with a maturity of 4 years and 176 days. the average maturity of debt to be lengthened. The remuneration provided is 3.75% a year, payable on 1 January of each year. 3.8 Main changes in lines of credit Total interest incurred in 2007 and payable in arrears on 1 January Altran has an agreement with its bankers ensuring full access to 2007 is €8,692,913. lines of credit totalling €59.5 million as at 31 December 2007 and the This borrowing could dilute basic earnings per share in the future, availability of which extends to 2009. due to an exchange parity of one share in the company for one bond

Dec. 2004 June 2005 Dec. 2005 June 2006 Dec. 2006 June 2007 Dec. 2007 June 2008 Dec. 2008 June 2009 Dec. 2009

CADIF fixed rate 20,631 18,592 16,493 14,334 12,112 9,826 7,473 5,053 2,562 - - CADIF Variable rate 50,000 45,000 40,000 35,000 30,000 25,000 20,000 15,000 10,000 5,000 - Total CADIF 70,631 63,592 56,493 49,334 42,112 34,826 27,473 20,053 12,562 5,000 - BNP Paribas Variable rate 40,000 36,000 32,000 28,000 24,000 20,000 16,000 12,000 8,000 4,000 - SG Variable rate 40,000 36,000 32,000 28,000 24,000 20,000 16,000 12,000 8,000 4,000 - TOTAL 150,631 135,592 120,493 105,334 90,112 74,826 59,473 44,053 28,562 13,000 -

At 31 December 2007 all credit lines had been used i.e. a total of The company would be required to repay all these lines of credit if €59.5 million. the fi nancial ratios, defi ned on the basis of the fi nancial statements presented according to French GAAP as presented in the table below, The majority of fi nancial liabilities are granted by banks at a variable were exceeded: rate primarily indexed against EURIBOR or EONIA.

31/12/2005 31/12/2006 31/12/2007 31/12/2008 31/12/2009

Net debt/equity 1.15 1.0 1.0 1.0 1.0 Net debt/EBITDA 3.5 3 2.5 2 2

Due to the application of IFRS/IAS standards changing the accounting rules for the borrower, as from 1 January 2005, the group has changed Net financial debt/equity 0.88 the method for calculating its fi nancial ratios in agreement with its Net financial debt/EBITDA before profit-sharing 2.71 three banks. The fi nancial ratios presented above remain unchanged. At 31 December 2007 the group had not satisfi ed the previously Altran has asked the three banks of the banking pool (BNP Paribas, defi ned leverage ratio: Crédit Agricole Île de France and Société Générale) not to exercise the early redemption clause on these lines.

Net financial debt/equity 1.0 maximum Pursuant to the credit agreement signed in December 2004, the group Net financial debt/EBITDA before profit-sharing 2.5 maximum has set up an interest rate hedge intended to hedge at least 50% of total revolving credit commitments for a minimum term of 3 years. Altran thereby manages a structural fi xed rate/variable rate position The group’s fi nancial ratios, before profi t-sharing and accrued interest (in euros) to limit the cost of debt and to this effect, uses interest rate and after restatement for impact of the application of IAS 32 and IAS 39 instruments such as swaps, caps and fl oors within the limits defi ned by to the 2009 OCEANE issued on 7 July 2004 are as follows: Management and the credit agreement.

2007 Registration document 145 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

At 31 December 2007, the main characteristics of this hedging agreement are as follows (see 5.8).

Maturity Deal Type Initial rate Initial nominal Variable rate Currency

SG127 01/04/2008 A Cap 4.11% 15,000,000 Euribor3MP EUR SG56 01/04/2008 A Cap 3.89% 15,000,000 Euribor3MP EUR BNP 01/04/2008 A Cap 3.89% 15,000,000 Euribor3MP EUR CA 01/04/2008 A Cap 3.79% 15,000,000 Euribor3MP EUR SG128 01/04/2008 V Floor 2.00% 15,000,000 Euribor3MP EUR SG062 01/04/2008 V Floor 2.00% 15,000,000 Euribor3MP EUR BNP 01/04/2008 V Floor 2.00% 15,000,000 Euribor3MP EUR CA 01/04/2008 V Floor 2.00% 15,000,000 Euribor3MP EUR BNP & CA & SG 01/04/2008 SWAP IRS 60,000,000 EIB 3M EURIBOR EUR

3.9 Altran Technologies: liabilities payable at 31 December 2007

(in euros) Gross amount Due within 1 year Due in 1 to 5 years

Convertible bond loans 238,692,913 238,692,913 Bank borrowings 20,248,634 17,685,904 2,562,730 Other borrowings 61,392,152 27,998,680 33,393,472 Group and associates 757,943 757,943 Trade payables 21,872,137 21,872,137 Tax and social security liabilities 105,958,606 105,958,606 Payables to suppliers of fixed assets 382,744 382,744 Other payables 4,793,219 4,793,219 DEFERRED INCOME 6,014,144 6,014,144 TOTAL 460,112,492 185,463,377 274,649,115

3.10 Associates and equity holdings

(in euros)

Equity holdings 130,518,054 Receivables from controlled entities 13,620,362 Loans 46,600,000 Work in progress for services provided Trade receivables 7,538,024 Other receivables and prepaid expenses 450,149,831 Cash on hand 690,882 Bank borrowings 7,230 Other borrowings 771,721 Advances and down payments 55,795 Trade payables 3,294,371 Payables to suppliers of fixed assets Other payables and deferred income 5,149,292

146 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

Associates and equity holdings

(in euros)

Operating income 27,284,614 Operating expenses 15,406,095 Financial income 33,536,493 Financial expenses 4,275,642 Exceptional income Exceptional expenses 174,831

3.11 Accrued income

(in euros)

Long-term investments 52,101 Trade receivables 12,073,923 Other receivables 454,054 Tax and social security receivables 1,661,153 Cash on hand 690,822 TOTAL 14,932,054

3.12 Accrued expenses

(in euros)

Convertible bond loans 8,692,913 Bank borrowings 43,042 Other borrowings 1,139,532 Trade payables 8,635,424 Tax and social security liabilities 51,091,163 Other payables 666,669 TOTAL 70,268,744

3.13 Accrued income and expenses

(in euros) Expenses Income

Operating expenses/income 3,562,351 6,014,144 TOTAL 3,562,351 6,014,144

3.14 Expenses to be amortised over several periods

Depreciation and amortisation (in euros) Opening amount Increases for the year Closing amount

Expenses to be amortised over several periods * 2,422,740 1,209,713 1,213,027 TOTAL 2,422,740 1,209,713 1,213,027 * Expenses to be spread out (issue costs of 2004 convertible bond loan): spread over 4 years and 176 days.

2007 Registration document 147 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

4. Notes to the profit and loss account

4.1 Breakdown of net sales

(in euros)

By business segment Sales of bought-in goods 26,428 Contracts to supply goods and services 493,943,282 TOTAL 493,969,710 By geographical area Sales generated in France 456,539,540 Sales generated in foreign countries 37,430,170 TOTAL 493,969,710

4.2 Financial income/(expenses) at 31/12/07

(in euros) Financial expenses Financial income

Impairment losses on equity investments 771,068 Interest on group current account 4,115,047 Interest on bank borrowings 575,442 Interest on convertible bond loan 8,692,907 Interest on employee profit sharing 846,898 Interest on overdrafts 130,806 Interest on Dailly receivables 972,756 Interest on revolving credit 3,849,394 Foreign exchange losses 25,248 Financial expenses related to factoring activities 4,032,987 Loss on merger 3,653,963 Other financial expenses 223,466 Dividends received by the group 10,970,000 Interest on group current account 22,566,493 Interest on loans 1,921 Foreign exchange gains 23,781 Other financial income 94,755 Reversal of provisions for exchange differences 55 TOTAL FINANCIAL EXPENSES AND INCOME 27,889,983 33,657,005

148 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

4.3 Extraordinary items at 31/12/07

(in euros) Extraordinary expenses Extraordinary income

Extraordinary restructuring expenses 6,107,181 Other extraordinary expenses 1,586,051 Book value of assets derecognised from the balance sheet 29,515 Book value of assets linked to restructuring 981,985 Provisions for liabilities and charges 2,324,005 Provisions for extraordinary liabilities and charges linked to restructuring 4,224,981 Extraordinary income from restructuring Extraordinary income from management transactions Income from asset disposals 16,553 Reversal of provisions for restructuring 6,869,654 Reversal of extraordinary provisions 1,809,376 TOTAL EXTRAORDINARY EXPENSES AND INCOME 15,253,717 8,695,582

4.4 Tax and 2007 impacts of tax consolidation

(in euros) Base Tax Net earnings

Operative results 8,929,670 (2,976,557) Extraordinary results (6,558,135) 2,186,045 Earnings before taxes 2,371,535 2,371,535 Corresponding Corporate tax (790,512) Impact of non-liability for current taxes • Permanent differences (12,667,628) 4,222,543 • Temporary differences (5,685,545) 1,895,182 Impact of tax consolidation (2,554,213) 851,404 Other income taxes payable 107,366 Tax credit • Tax credit for research 285,000 • Tax credit for sponsorship 90,000 Current tax adjustment for previous years • Carry-back 875,578 • Others (39,082) FISCAL RESULT (18,535,851) COUNTED TAXES ON RESULTS (PRODUCT) 7,497,479 7,497,479 NET RESULT 9,869,014

Subsidiaries’ income tax is recognised in their accounts and refl ected However, the tax consolidation profi t recognised by Altran Technologies in Altran Technologies’ accounts via current accounts; this income in its own income amounts to €6,246,608. tax is recorded under income at Altran Technologies in the amount of In respect of standard total tax losses, Altran Technologies also €7,548,462. recognised additional carryback income and receivables estimated at Income tax as a whole, determined based on the taxable income of the €875,578 in 2006 and a research tax credit of €285,000 in 2007. consolidated group, is recognised as an expense by Altran Technologies in the amount of €1,301,854.

2007 Registration document 149 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

4.5 Increases and decreases in timing differences

(in euros) Nature of timing differences Amount Tax

Decreases: Organic 2007 874,352 291,451 Non-deductible provisions 2007 10,720,001 3,573,334 TOTAL 11,594,353 3,864,785

Tax losses arising prior to the tax consolidation amount to €26.4 million.

4.6 Staff

On 31 December 2007 Salaried staff

Management 5,653 Employees 224 TOTAL 5,877

4.7 Director Remuneration

Total remuneration paid to members of the Management Board and No loans or advances were granted to these members during the 2007 Supervisory Board of Altran Technologies in 2007 came to €1,431,000, fi nancial year. of which €369,000 represents attendance fees.

5. Information on significant ongoing disputes

There is an existing dispute between Altran Technologies and Ilyad requested by the former Directors. The latter are appealing the Court’s Value. Altran Technologies is claiming from Ilyad Value the balance of decision. outstanding payments (€3.5 million), relating to studies and training In August 2001, The-E-Consulting Group (ECG) undertook proceedings modules assigned to Ilyad in 2001. Full provisions have been made for against Altran Technologies at the Paris Commercial Court regarding the receivable held by Altran Technologies in respect of Ilyad Value. the payment of a sum of around €2.3 million for damages and interest. Meanwhile, Ilyad Value is claiming the reimbursement of sums it These proceedings follow Altran Technologies’ decision in June 2001 paid to Altran Technologies, plus late interest. Based on the opinion to not acquire an interest in the capital of ECG, a decision that ECG of its advisers, Altran Technologies believes that Ilyad Value’s claim judged to be wrong and likely to engage the responsibility of Altran is baseless. It would appear that in March 2003, Ilyad Value fi led a Technologies. complaint and suit for damages in criminal proceedings against Altran Technologies and relating to provision of service contracts concluded These proceedings were resumed by ECG’s liquidator after the between the Altran Technologies and Ilyad Value companies at the end liquidation of ECG in September 2001. Proceedings are still under way of 2001. Altran Technologies has no available information on these and no ruling has yet been made. proceedings. In addition, some ECG Shareholders undertook proceedings against Following the revocation of their respective mandates, two former Altran Technologies at the Paris Commercial Court in August 2001, Directors of a subsidiary of the group (Altiam), acquired during 2002, initially for the payment of a sum of around €3 million for damages and have taken Altran Technologies to the Commercial Court and are interest, which has risen to €64.4 million in their latest papers. As with claiming a sum of around €10 million for earn-out sums along with the liquidator of ECG, these Shareholders criticise Altran Technologies damages and interest. Meanwhile, Altran Technologies has taken for its decision to not take a participating interest in the capital of action against these two former Directors at the Commercial Court ECG. for fraud during the sale of shares in the subsidiary and is requesting These separate proceedings are still under way, since the plaintiffs the return of the purchase price of the subsidiary and the payment of have lodged an appeal against the judgement with the Commercial damages and interest. The claims made by Altran Technologies as they Tribunal, which has non-suited their claims in their entirety. stand total €6 million. The Commercial Court did not rule in favour of the latter and ordered it to pay an earn-out sum, much lower than that The original provision has been adjusted in the light of the new claims.

150 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

The Commission des Opérations de Bourse (now A.M.F.) opened an In addition, in February 2003, Altran Technologies fi led a complaint and enquiry in the summer of 2002 into the price of the Altran Technologies suit for damages in legal proceedings due to share price destabilisation share. and manipulation events of which it believes it has been a victim since the beginning of 2002. The investigation into this destabilisation The company received notifi cation of grievances and submitted its complaint was dismissed on 6 December 2005. observations in defence in October 2004. Finally, two complaints and suits for damages in criminal proceedings In these proceedings, the company risks a maximum administrative were fi led in October 2004 against certain Directors by the former fi ne of €1.5 million. Statutory Auditors, both stating the same charge of hindrance of the In its decision of 29 May 2007, the AMF Sanctions Commission role of Statutory Auditor. imposed a fi ne of €1.5 million on the company, whereas the reporter A Director of a subsidiary of the group (Imnet) has fi led proceedings had recommended a sentence in the amount of €500,000. The against Altran Technologies for breach of its loyalty obligation, wilful company has lodged an appeal against this ruling. concealment and dishonest execution of the contract under which this Further investigations carried out by the former college of Statutory subsidiary was acquired. Auditors on the accounts for 2001 and the fi rst half of 2002 gave rise A former Director of the subsidiary Gerpi, after unsuccessfully attempting to adjustments to the accounts for the fi rst half of 2002. to block the merger of the latter into the company, summonsed the A preliminary enquiry was then opened by the Paris Public Prosecutor’s company in order to obtain payment of an additional earn-out. The Offi ce, an enquiry which then became an investigation which started in company lodged an appeal against this judgement by the Commercial January 2003 on the principal misuses of company assets, forgery and Tribunal, which ruled partly in favour of the former Director. distribution of false information so as to infl uence the share price. In France, Altran Technologies is in dispute with several of its former The court submission of the investigating magistrate was given a fi rst employees, who are contesting the reasons for their dismissal. hearing in June 2004 to consider the offence of submitting accounts Altran Technologies and the Altran Foundation have had proceedings that failed to give a true and accurate picture of the company. taken out against them by a former Director of the group for abusive It received a second hearing in September 2004 to consider the redundancy and persecutory dismissal. These two disputes have given offence proceedings previously commenced. As part of this order, rise to provisions in the accounts. several former managers and one serving manager were questioned. Altran Technologies, along with, in certain cases, some of its former Altran Technologies issued a suit for damages in criminal proceedings Directors, has had legal proceedings taken out against it by several of in February 2003 and was indicted in April 2005 for charges of forgery its former employees for false accusation. One of these actions, which and the use of forged documents and the distribution of misleading concluded with an acquittal of Altran Technologies, has been appealed. information liable to infl uence share prices; this indictment did not The second, which ended with the sentencing of Altran Technologies, affect the suit for damages. This investigation is currently still under is also being appealed. The third is the subject of a deferred ruling way. An action for annulment instituted by certain former managers To the company’s knowledge, there are no other lawsuits or exceptional against the report by the two experts appointed by the investigating events liable to have a signifi cant effect on the fi nancial position, magistrate were rejected. The claimants have submitted their case to activity or assets of Altran Technologies. the Court of Appeal. As part of the investigation, 13 natural persons or legal entities have sued for damages. Furthermore, a complaint and suit for damages in legal proceedings has been fi led by the APPAC.

6. Off-balance sheet commitments

6.1 Commitments given

(in thousands euros)

Deposits and guarantees 83,789 commitments 103,968 Other: car rental 3,362 Non-competition clauses 0 Earn-outs 0 Individual right to training (number of hours) 255,392

2007 Registration document 151 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Financial statements

6.2 Commitments received

(in thousands euros)

Revolving credit 52,000

7. Subsequent significant events

At the end of 2007, the group’s management put forward a strategic subscription right (DPS) by a maximum of €130 million, which should development plan for its Consultancy activities and information system be completed by 31 July 2008. in France. Funds managed by Apax Partners S.A. have undertaken to subscribe The plan includes a merger project for companies at the Paris Altran CIS to all new shares issued and not subscribed by Shareholders as part of centre – subsidiaries of Altran Technologies – into a single legal entity, their DPS at an issue price of between €5.00 and €6.00 per share. known as Altran CIS. The scheduled date for implementation of the Before its launch, this operation will be subject to the distribution of merger is 30 April 2008, with accountancy and taxation being applied retrospectively with effect from 1 January 2008. Accordingly, Altran a prospectus that has received approval from the Financial Markets Technologies went ahead on 5 March 2008 with stock disposals in Authority (Autorité des Marchés Financiers). favour of its subsidiary Altran Information Systems, so that the latter Furthermore, the Apax Funds have reached an agreement with would directly hold 100% of the capital in the companies taken over. Mr Alexis Kniazeff and Mr Hubert Martigny, Shareholders and founders The development plan forms part of the desire to position the Altran CIS of Altran Technologies, pursuant to which the latter have agreed to the centre as a key player in its market, and to ensure it has the resources launch of a capital increase, subject to conditions: needed to achieve its own goals with: • to assign 6 million company shares, representing 5.1% of capital, to • a clear, well-differentiated positioning of its activities; Apax Funds; • a sustainable model for economic growth. • to assign all DPSs associated with share retained by the founders to Apax Funds; This announcement supplements a set of measures being put in place over the past two years to reorganise all the group’s French operations, • to transfer the benefi ts of all their residual voting rights over to including the merger of the 26 French technology and innovation a company with a shareholding, among which Apax Partners consultancy companies, into a single company, also the operational will provide management and their representation at General consolidation of organisational consultancy and information-system Assemblies for an initial period of 6 years. activities. At the company’s next Assembly, it should be proposed that the On 17 April 2008, Altran Technologies announced that it had decided Shareholders appoint two additional members to the Supervisory in principle on an increase in capital, while retaining the preferential Board representing the Apax Fund.

152 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Financial statements 20

8. Statement of subsidiaries and participating interests

Book value of Loans and investments advances Dividends granted Sales received by the Guarantees (excl. Net profit by the Other company provided VAT) or loss company Share Shareholders’ Equity not yet by the in last in last during Company capital equity holding (%) Gross Net repaid company period period the year

French subsidiaries more than 50% owned (in thousands euros) ALTRAN SYSTÈMES D’INFORMATION - ASI 3,000 38,760 100.00 2,874 2,874 55,440 5,036 7,000 AXIEM 200 6,355 99.99 5,822 5,822 42,674 1,394 0 DP CONSULTING 37 319 100.00 2,984 2,984 4,735 659 0 ALTRAN INVOICING 470 92 100.00 419 419 154 6 0 T MIS CONSULTANTS 200 1,228 100.00 5,221 5,221 7,843 494 1,000 EDIFIS 224 1,860 100.00 10,391 10,391 14,212 1,726 2,000 NESS 40 212 100.00 7,584 7,584 13,914 1,525 1,020 DIOREM 40 (259) 100.00 1,103 1,103 2,302 (263) 0 A.D.L. SERVICES 40 983 100.00 6,413 6,413 5,985 (421) 0 ARENDI 37 (802) 100.00 39 39 714 (493) 0 LOGIQUAL SO 37 54 100.00 37 37 847 65 0 APHRODITE TECHNOLOGIES 37 (13) 100.00 37 37 0 (2) 0 APOPIS TECHNOLOGIES 37 (13) 100.00 37 37 0 (2) 0 DIONYSOS TECHNOLOGIES 37 (10) 100.00 37 37 0 (2) 0 ALTRAN PROTOTYPES AUTOMOBILES 37 (13) 100.00 37 37 0 (2) 0 CSI FRANCE 37 (69) 100.00 37 37 357 (57) 0 LOKI TECHNOLOGIES 37 (13) 100.00 37 37 0 (2) 0 OLIVIA TECHNOLOGIES 37 (13) 100.00 37 37 0 (2) 0 SYLVIE TECHNOLOGIES 37 (13) 100.00 37 37 0 (2) 0 VALÉRIE TECHNOLOGIES 37 (13) 100.00 37 37 0 (2) 0 G.M.T.S. 200 12,242 80.00 160 160 445,803 0 (13,268) 0 Foreign subsidiaries (IFRS in thousands of euros) ALTRAN ESTUDIOS SERVICIOS Y PROYECTOS 25,000 (23,014) 99.99 25,142 25,142 0 3,317 9,438 (1,570) 0 ALTRAN EUROPE 62 14,921 99.84 31 31 0 0 38,797 5,944 0 ALTRAN UK 17,045 (15,699) 100 20,928 20,928 0 0 0 9,979 0 ALTRAN DEUTSCHLAND 200 43,026 100 202 202 0 0 3,121 11,723 0 ALTRAN HOLDING (PREVIOUSLY ALTRAN ITALIA) 98 32,032 100 40,305 40,305 0 0 4,111 (4,003) 0 ALTRAN SCANDINAVIA 11 1,281 100 12 12 0 0 656 1,387 0 ALTRAN (SWITZERLAND) 302 (1,351) 100 298 298 84 0 1,279 3,226 6,104 ALTRAN INTERNATIONAL 20 21,554 95 18 18 0 0 6,902 296 ALTRAN DO BRASIL 28,171 (13,997) 0.01 1 1 0 0 874 561 0 ALTRAN ENGINEERING ROMANIA 195 (4) 100 200 200 0 0 228 3 0 Equity holdings (in thousands euros) CQS

2007 Registration document 153 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Latest financial information

9. Statement of earning for the last five financial years

Closing date 31/12/2003 31/12/2004 31/12/2005 31/12/2006 31/12/2007

Duration of the period 12 months 12 months 12 months 12 months 12 months Capital at year end: Share capital 57,220,857 57,221,107 57,221,107 58,658,118 59,100,650 Number of ordinary shares 114,441,715 114,442,214 114,442,214 117,316,237 118,201,300 Transactions and results (in euros): Sales (excl. VAT) 193,061,183 169,422,415 160,781,329 490,850,486 493,969,709 Profit (loss) before tax, profit sharing, depreciation, amortisation and provisions (16,137,831) (6,722,306) (2,675,935) (15,916,378) 9,617,839 Income tax (8,144,071) (10,285,518) (13,003,418) (16,453,304) (7,497,479) Employee profit sharing 0 0 0 5,508,709 0 Profit (loss) after tax, profit sharing, depreciation, amortisation and provisions (31,726,074) 17,640,588 (5,174,588) (3,294,619) 9,869,014 Dividends distributed 00000 Earnings per share (in euros) Profit (loss) after tax, profit sharing, depreciation, amortisation and provisions (0.07) 0.03 0.09 (0.04) 0.14 Profit (loss) after tax, profit sharing, depreciation, amortisation and provisions (0.28) 0.15 (0.05) (0.03) 0.08 Dividends distributed 0.00 0.00 0.00 0.00 0.00 Employees Total staff 1,740 1,698 1,545 5,579 5,877 Total wages and salaries (in euros) 83,634,379 80,654,174 77,865,245 255,590,645 258,657,556 Amount paid in social benefits (in euros) (social security, charities, etc.) 35,849,742 33,563,048 32,429,870 110,575,847 109,698,754

20.4 Verifi cation of the annual fi nancial information

Statutory Auditors reports on consolidated fi nancial statements and annual fi nancial accounts are enclosed on appendix 3 of the present document.

20.5 Latest fi nancial information

None

154 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Intermediary and other financial information 20

20.6 Intermediary and other fi nancial information

20.6.1 First Quarter 2007 revenues • divestitures with a negative impact of 0.5%. press release published In France, for the fi rst quarter 2007 alone, the group made €167.0 m, showing stable revenues compared to the fi rst quarter 2006 on 3 May 2007 (€167.5 million). On a like for like basis of working days France operation Revenues for the fi rst quarter 2007 stood at €394.3 m. In comparison grew of 1.2% compared to the same period of 2006. with the fi rst quarter revenues in 2006, business was up by 6.1%. This Revenues outside France were at €227.4 million, up by 11.4% compared growth rate is computed after taking into account: to the same quarter in 2006. • a negative working days impact of 1.0%; • a negative foreign exchange impact of 0.5%;

(in million euros) Q1 2006 Q2 2006 Q3 2006 Q4 2006 Q1 2007

Sales excluding contribution from acquired or/and divested companies (a) 370.0 372.4 353.7 393.3 394.2 Contribution from companies acquired (b) Contribution of divested companies (c) 1.6 1.9 1.4 1.2 0.1 TOTAL SALES (A) + (B) + (C) 371.6 374.3 355.1 394.5 394.3

Total staff numbers for the group stood at 17,037 at the end of March 2007, down by 20 with respect to 31 December 2006.

Outlook On international markets, Altran targets to keep a growth level higher than the estimated market growth. In France, the trend needs to be confi rmed and accelerated.

20.6.2 Second quarter 2007 revenues press release published on 31 July, 2007

Revenues for the second quarter 2007 stood at €395.1 million. In In France, for the second quarter 2007 alone, the group made comparison with the second quarter revenues in 2006, business was €165.4 million, up by 4,3% compared to the second quarter 2006 up by 5.6%. This growth rate is computed after taking into account: (€158.5 million). • a negative foreign exchange impact of 0.5%; Revenues outside France were at €229.8 million, up by 6.5% compared to the same quarter in 2006. • divestitures with a negative impact of 0.5%.

(in million euros) Q1 2006 Q2 2006 Q3 2006 Q4 2006 Q1 2007 Q2 2007

Sales excluding contribution from acquired or/and divested companies (a) 370.0 372.4 353.7 393.3 394.2 395,1 Contribution from companies acquired (b) ------Contribution of divested companies (c) 1.6 1.9 1.4 1.2 0.1 - TOTAL SALES (A) + (B) + (C) 371.6 374.3 355.1 394.5 394.3 395,1

Total staff numbers for the group stood at 17,167 at the end of June Group’s target defi ned at the beginning of the year remains unchanged: 2007, up by 130 with respect to 31 March 2007. increase growth both in and outside France

2007 Registration document 155 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Intermediary and other financial information

20.6.3 Third quarter revenues press • a positive working days impact of 0.5%. release published In France, for the third quarter 2007 alone, the group made €160.6 million, up by 7,5% compared to the third quarter 2006. Organic on 6 November 2007 growth stood at 7.6% Revenues for the third quarter 2007 stood at €378.7 million. In Revenues outside France were at €218.1 million, up by 6.0% compared comparison with the third quarter revenues in 2006, business was up to the same quarter in 2006. Organic growth stood at 8.5% on the by 6.6%. Total growth rate is computed after taking into account: third quarter 2007, given divestiture and acquisition made since the • a negative perimeter impact of 1,5%; beginning of 2007. • a negative foreign exchange impact of 0.6%;

(in million euros) Q2 2006 Q3 2006 Q4 2006 Q1 2007 Q2 2007 Q3 2007

Sales excluding contribution from acquired or/and divested companies (a) 369.8 349.6 390.2 390.3 391.9 378.1 Contribution from companies acquired (b) - - 0.6 Contribution of divested companies (c) 4.5 5.5 4.3 4.0 3.2 - TOTAL SALES (A) + (B) + (C) 374.3 355.1 394.5 394.3 395.1 378.7

Total staff numbers for the group stood at 17,234 at the end of Outlook September 2007, up by 67 with respect to 30 June 2007. The invoicing rate stood at 85.1% in the third quarter 2007 an increase of 1.4% The group will concentrate its efforts on: compared to the same period last year. • a continued acceleration of France operations growth; Net debt has decreased by around €40 million including non recurring • maintaining a high level of growth of international operations; positive items for €6 million at the end of September. • pursuing group’s margin improvement through the reduction of The group confi rms its targets of coming back by the end of the year to indirect costs; the DSO level of 2006 (98 days) and of reducing this level to 90 days by the end of 2008. • pursuing the debt reduction; • ensuring group’s refi nancing.

20.6.4 Fourth quarter 2007 revenues press release published on 5 February 2008

2007 revenues at €1,591.4 million were up by 6.4% compared to 2006 Revenues outside France were at €241.5 million, up by 6.4% compared (€1 495.4 million). to the same quarter in 2006. Organic growth stood at 7.4% on the fourth quarter 2007, given divestiture and acquisition made since the Revenues for the fourth quarter 2007 stood at €423.2 million. In beginning of 2007. Foreign exchange had a negative impact of 2.5% on comparison with the fourth quarter revenues in 2006, business was the fourth quarter 2007 compared to the fourth quarter 2006. up by 7.3%. In France, for the fourth quarter 2007 alone, the group made €180.1 million, up by 8,5% compared to the fourth quarter 2006.

(in million euros) Q4 2006 FY 2006 Q1 2007 Q2 2007 Q3 2007 Q4 2007 FY 2007

Sales excluding contribution from acquired or/and divested companies (a) 390.2 1,476.6 390.3 391.9 378.1 421.0 1,581.3 Contribution from companies acquired (b) - - 0.6 2.2 2.8 Contribution of divested companies (c) 4.3 18.8 4.0 3.2 - - 7.2 TOTAL SALES (A) + (B) + (C) 394.5 1,495.4 394.3 395.1 378.7 423.2 1,591.4

Total staff numbers for the group stood at 17,502 at the end of invoicing rate stood at 84.6% in the fourth quarter 2007, an increase of December 2007, up by 268 with respect to 30 September 2007. The 0.5% compared to the same period last year.

Q4 2006 FY 2006 Q1 2007 Q2 2007 Q3 2007 Q4 2007 FY 2007

Invoicing rate 84.1% 84.1% 83.5% 85.2% 85.1% 84.6% 84.6%

156 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Intermediary and other financial information 20

Net debt reduction Outlook During the second semester 2007, group’s net debt decreased by The group will concentrate its efforts on the following: €70 million approximately to reach €365 million (€437 million as of • ensuring group’s refi nancing; 30 June 2007). This improvement is the result of group’s efforts to reduce its DSO from the level reached at the end of the fi rst semester • pursuing the debt reduction, with a 90 DSO target by yearend; 2007. • pursuing group’s margin improvement through a continued reduction of indirect costs; Improved EBIT margin • maintaining market like growth in and outside France. The acceleration of group’s revenue growth combined with a better control of indirect costs resulted in an improvement of the group EBIT margin throughout the second semester 2007. Group’s EBIT margin should be higher than 7% for the second semester 2007. 20.6.5 2007 results press release published on 28 March 2008

New employee shareholding plan Revenues for 2007 are €1,591.4 million, up 6.4% compared to 2006 (€1,495.4 million). On 20 December 2007, the group issued 2.589.830 stock options and 818.240 free shares to 2.191 employees. This plan represents 2.9% of group’s total number of shares.

(in million euros) 31/12/2006 S1 2007 S2 2007 31/12/2007

Revenues 1,495.4 789.5 801.9 1,591.4 Current operating income 76.0 38.7 60.7 99.4 As % of sales 5.1% 4.9% 7.6% 6.2% Non recurring income/losses (14.7) (1.7) (13.2) (14.9) Goodwill depreciation (15.9) (12.5) (1.4) (13.9) Operating income 45.4 24.4 46.2 70.6 As % of sales 3.0% 3.1% 5.8% 4.4% Net cost of debt (23.1) (13) (16.0) (29.0) Others financial income/losses (3.0) (1.1) (1.1) (2.2) Income taxes (15.8) (15) (3.0) (18.0) Net result of integrated companies 3.7 (4.7) 26.2 21.5 Minority interests (0.1) 0.2 (0.1) 0.1 GROUP’S NET RESULT 3.8 (4.5) 26.1 21.6

2007 current operating income stands at €99.4 million (6.2% of Cost reduction plan current operating income margin). The current operating income margin improved from 4.9% in the fi rst semester 2007 to 7.6% in the A tighter control on indirect costs translates into a reduction of 1.2% of second semester 2007. revenues of these costs. They represented 26.3% of group revenues at the end of 2007. The operating income at €70.6 million is impacted by negative non recurring items of €14.9 million and goodwill write-downs of €13.9 million. Refi nancing Net cost of debt (-€29.0 million) is in line with the group debt level. Group’s refi nancing aims to: The group net result is €21.6 million in 2007 against €3.8 million in • secure the refi nancing of the 2009 CB redeemable on 1 January 2006 2009; As of 31 December 2007, the group net debt stood at €359.5 million • regain some fi nancial fl exibility to restart focused acquisitions, once under IFRS rules, to be compared to €379.9 million at the end of balance sheet will sustain it. 2006. The net debt decrease is the result of a €77.7 million cash fl ow generation in the second semester 2007. This reduction is the combined result of improved operating margin and the reduction of DSO to 90 days at the end of 2007.

2007 Registration document 157 Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses 20 Intermediary and other financial information

Altran is therefore working on various scenarios, all being a possibility 20.6.7 Press release published on (Market operation, credit facility…) 17 April 2008 announcing Altran is in discussion with its current banking pool and a new bank to defi ne conditions that could make possible the setting up of new mid- a strenghtening of capital of term credit lines and a renegotiation of its current credit lines. capital structure and the arrival of Apax as a new Shareholder

Outlook The Altran Technologies company plans to proceed with a capital Altran wants to maintain a market-like growth despite macroeconomic increase with preferential subscription rights up to a maximum amount uncertainties. 2008 starts on the same trends compared to the end of €130 million, which is expected to be completed before 31 July of 2007. 2008. ltran will pursue its efforts in 2008 to reduce indirect costs and has for The Funds managed by Apax Partners SA have committed to subscribing ambition to trend to 20% mid-term. for new shares that are unsubscribed by existing Shareholders through the exercise of their preferential subscription rights, at an issue price Altran will pay particular attention to the DSO with a target of per share amounting to between €5 and €6. maintaining its level around the current level A prospectus will be drawn up for approval by the French securities regulator, the Autorité des Marchés Financiers, prior to the transaction. The Apax Funds have concluded an agreement with Messrs Alexis 20.6.6 Refinancing press release Kniazeff and Hubert Martigny, the founding Shareholders of Altran published on 17 April 2008 Technologies, under which, subject to the launching of the capital increase, the founders agree to: Altran announces the signature of a refi nancing termsheet with a banking pool composed of BNP Paribas, Crédit Agricole Île de France, • sell 6 million shares of the company, representing 5,1% of the issued Natixis and Société Générale. capital, to the Apax Funds; This agreement give access to a 5 years medium credit line of • transfer to the Apax Funds all the preferential subscription rights €150 million, including €26 million of current credit lines normally attached to their remaining shares; reedemable in 2009 and that have been rescheduled. • contribute all the voting rights attached to their remaining shares Main characteristics of this new line are: to a partnership (Société En Participation) that Apax Partners will manage and represent at the General Meetings for an initial period • a 5 year term starting on the fi rst date of drawing; of 6 years. • half yearly amortization starting on the fi rst date of drawing; At the next General Meeting of the company, the Shareholders shall be • a maximum cost of 155 basis points over the Euribor. asked to approve the appointment of two additional members to the Supervisory Board representing the Apax Funds. This credit is subject to fi nancial covenants, a cash fl ow allowance to credit and a restriction of acquisitions. In conjunction with the new shareholding structure, Apax Partners and the company will also seek to implement an investment mechanism for This agreement gives Altran the means to face coming needs and the key managers of the company. especially the redemption of its 2009 convertible next January. Yves de Chaisemartin, CEO of Altran Technologies, said: “This is very Altran is also announcing today the strengthening of its capital structure good transaction for our group, which is in line with the objectives set 18 and welcomes Apax Partners as a new Shareholder to accelerate its months ago. It will strengthen our share capital and give us the means to growth (see separate press release). accelerate our development”.

158 2007 Registration document Financial information concerning the company’s assets and liabilities, fi nancial position and profi ts & losses Significant changes to the financial or commercial position 20

20.7 Dividends distribution policy

31/12/2002 31/12/2003 31/12/2004 31/12/2005 31/12/2006 31/12/2007

Number of shares 93,634,131 114,441,715 114,441,715 114,442,214 117,314,469 118,201,300 Dividend paid per share (excluding tax credit) None None None None None None Total amount of dividend paid out (in euros) None None None None None None

20.8 Legal and arbitration proceedings

All information regarding disputes and legal instructions or arbitration section 6 ‘’Follow-up of signifi cant disputes and possible liabilities’’ on proceedings underway is included in this reference document in pages 129/130 of the notes to the consolidated accounts.

20.9 Signifi cant changes to the fi nancial or commercial position

Since the close of the 2007 fi nancial year, no events have occurred that are liable to signifi cantly alter the group’s fi nancial or commercial position.

2007 Registration document 159 160 2007 Registration document 21 Additional information

21.1 SHARE CAPITAL 161 21.2 MEMORANDUM AND ARTICLES OF ASSOCIATION 164

21.1 Share capital

Changes in share capital and rights The Combined General Meeting on 29 June 2007 authorized the Management Board to issue with pre-emptive rights up to €15 million attached to shares of securities convertible or exchangeable into shares immediately or in the future; this authorization is valid for 26 months. The Meeting set Changes in Altran’s share capital and rights attached to shares are the maximum issue amount for securities convertible or exchangeable subject to governing regulations; Altran’s Articles of Association do into shares at €250 million, and the maximum nominal amount for not impose any conditions that are more restrictive than those in the a capital increase through the incorporation of reserves, earnings, regulations. additional paid-in capital, or other capital surplus at €15 million. The Combined General Meeting on 29 June 2007 authorized the Share capital Management Board to issue shares or securities convertible or Altran’s share capital totalled €59,100,650 at 31 December 2007, exchangeable into shares for use in contributions-in-kind. This comprised of 118,201,300 fully-paid up shares, all of the same category. authorization is capped at 10% of the company’s share capital and a Following stock options exercised since that date, the share capital, €10 million nominal capital increase, and is valid for 26 months. amended by the Management Board on 4 February 2008, now stands The Combined General Meeting on 29 June 2007 authorized the at €59,113,980.50, comprised of 118,227,961 shares. Management Board to issue up to 15% more shares or securities than the initial issue, at the same share or security price as the initial issue, if there is excess subscription demand. This authorization is valid for Authorized, unissued shares 26 months. On 7 March 2006, the Supervisory Board allowed the Management The Combined General Meeting on 29 June 2007 authorized the Board to use the authorization given by the Thirteenth Resolution of Management Board to issue up to €1.2 million of shares for members the Combined General Meeting on 29 June 2005 to issue shares for of Altran’s employee savings plan; this authorization is valid for employees of Altran and Altran subsidiaries in France, Germany, Spain, 26 months. Italy, the UK, Ireland, Sweden, Switzerland, Belgium, Luxembourg, the Netherlands, Portugal, and Austria. The Extraordinary General Meeting on 17 September 2007 authorized the Management Board to issue bonds convertible into new or existing Therefore on 10 March 2006 the Management Board decided to issue shares (OCEANE convertible bonds) without pre-emptive rights but shares and/or share warrants of an amount up to €3,000,000, which with a priority subscription period. Up to €250 million of OCEANE corresponds to 6,000,000 new shares (including shares resulting convertible bonds may be issued, and may give rise to a maximum of from warrant exercises and subject to any adjustments). €15 million of new shares. This authorization is valid for 26 months. Only the number of shares actually subscribed may be issued, without a minimum requirement. The dividend entitlement date for new shares was set at 1 January 2005.

2007 Registration document 161 Additional information 21 Share capital

The Extraordinary General Meeting on 17 September 2007 authorized Potentially dilutive securities the Management Board to issue up to 15% more securities than the initial issue, at the same price as the initial issue and within 30 days Stock options after the initial subscription period ends, if there is excess subscription On 20 December 2007, Altran issued 2,589,830 stock options and demand for one of the issues listed above. This authorization is valid 818,740 bonus shares, representing 2.9% of the company’s share for 26 months. capital, to 2,191 employees.

Granted on Granted on Granted on Granted on Granted on Granted on 11 March 2003* 24 June 2003* 29 June 2004 15 June 2005 20 December 2005 20 December 2007

AGM date 17 June 1999 17 June 1999 28 June 2004 28 June 2004 28 June 2004 29 June 2005 Board meeting date 11 March 2003 24 June 2003 29 June 2004 15 June 2005 20 December 2005 20 December 2007 Number of shares that can be subscribed 3,948,993 336,191 2,770,000 340,000 2,630,000 3,408,570 Of which from options owned by corporate officers 186,785 - 80,000 200,000 210,000 100,000 Of which from options owned by the top ten employees who are not corporate officers** 875,218 106,734 510,000 340,000 635,000 433,240 Vesting date 12 March 2007 25 June 2007 30 June 2008 16 June 2009 21 December 2009 21 December 2011 Expiration date 11 March 2011 24 June 20011** 29 June 2012 15 June 2013 20 December 2013 20 December 2015 Exercise price (in euros) 2.97 6.73 9.37 7.24 9.62 4.29 Number of shares subscribed 911,725 - - - - * Number of options and exercise price have been adjusted to account for the rights issue of 20,807,584 new shares, payable in cash, on 23 December 2003 (see the following table). ** The Annual General Meeting on 8 June 2006 in its Ninth Resolution extended the lifetime of these options from 5 to 8 years.

The following table details the adjustments made to stock option plans following the rights issue on 23 December 2003.

(in euros) Adjusted Number Adjusted number Factor used to adjust Plan Exercise price exercise price of options of options the number of options

Granted on 11 March 2003 3.17 2.97 3,699,845 3,948,993 1.06734 Granted on 24 June 2003 7.18 6.73 314,980 336,191 1.06734

Summary table

Potential number Number of securities Type of potentially dilutive security Issue date Exercise price of new shares in issue at 31 Dec. 2007 % dilution

Stock options 11 March 2003 2.97 3,948,993 1,226,356 1.04% Stock options 24 June 2003 6.73 336,191 211,549 0.18% Stock options 29 June 2004 9.37 2,762,000 1,692,248 1.43% Stock options 15 June 2005 9.32 340,000 131,000 0.11% Stock options 20 December 2005 9.67 2,630,000 1,926,500 1.63% Stock options 20 December 2007 4.29 2,589,830 2,589,830 2.19% Total stock options 12,607,014 7,777,483 6.57% Bonus shares 20 December 2007 4.29 818,740 817,740 0.69% 2009 OCEANE convertible bonds 9 July 2004 12.70 18,110,236 18,110,236 15.31% TOTAL 31,535,990 26,705,459 22.57%

162 2007 Registration document Additional information Share capital 21

Share buybacks • Conversion The Combined General Meeting on 29 June 2007, voting with a Bond holders may convert their bonds into shares anytime between quorum present and under the majority criteria for Annual General the settlement date, 9 July 2004, and the seventh working day Meetings, annulled with immediate effect the unused portion of the before the regular or early repayment date. Bonds will be converted share buyback authorization given by the Combined General Meeting at the ratio of one bond per Altran share, although this ratio may be on 8 June 2006, and in its Fifth Resolution authorized the Management adjusted to account for any capital transactions carried out during Board to buy back Altran shares within the limit of 5% of the company’s the conversion period. The company may decide whether to give share capital. This authorization has not been used to date. bondholders new or existing shares. • Callability OCEANE convertible bonds The company has the right to repay bonds before their scheduled maturity date (1 January 2009) under the following conditions. OCEANE convertible bonds maturing on 1 January 2009 − some or all of the bonds may be repaid at any time through a Following the authorisation granted by the Thirteenth Resolution of repurchase transaction on a securities exchange or over-the- the Combined General Meeting on 28 June 2004, the Management counter, or through a public offer, Board decided on 29 June 2004 to issue bonds convertible into new or existing shares (OCEANE convertible bonds) for an amount of up − all outstanding bonds may be repaid any time between 1 July 2007 to €400 million, and gave the Chairman of the Management Board to 31 December 2008 with a minimum notifi cation period of one all powers, under the authority to delegate granted by the Thirteenth month, and: Resolution of Combined General Meeting on 28 June 2004, to carry − at their face value plus all interest accrued between the early out the bond issue and set the amount, dates, procedures, and terms repayment date and the last coupon date before the early and conditions. repayment date (the early repayment price), and Therefore, on 1 July 2004 the Chairman of the Management Board set − if Altran’s average closing share price on Eurolist by Euronext the following bond features. Paris over 20 consecutive market trading days selected by the company out of the 40 consecutive market trading days before • Type of security the announcement of the early repayment is made multiplied Bond convertible into new or existing shares (OCEANE convertible by the bond conversion ratio is more than 30% higher than the bond) bonds’ face value; • Nominal amount − all outstanding bonds may be repaid at any time at the early repayment price if less than 10% of the issued bonds remain €230,000,000 outstanding. • Number of bonds issued and issue price Trading in the company’s own convertible bonds 18,110,236 bonds at €12.70 each The company did not buy back any of its OCEANE convertible bonds • Coupon dates and maturity in 2007. Coupon date of 9 July 2004 with maturity of 4 years and 176 days; the fi rst term ends on 1 January 2005 • Annual coupon 3.75% • Repayment Bonds will be repaid in full on 1 January 2009 (or the fi rst working day thereafter) at the face value of €12.70 per bond, unless they are repaid early or converted into shares

2007 Registration document 163 Additional information 21 Memorandum and Articles of Association

Changes in the company’s share capital since 25 March 1998

Change Nominal share Total share Additional Number in number capital capital paid-in capital of shares Date Transaction of shares (in euros) (in euros) (in euros) in issue

25 March 1998 Bonus shares 7,343,130 11,194,529.52 14,926,039.36 9,790,840 Merger of Altran International 25 June 1998 and elimination of old shares 19,018 28,992.75 14,955,032.11 1,940,710.75 9,809,858 21 December 1999 Option exercises 195,236 297,635.36 15,252,667.48 3,207,021.03 10,005,094 21 December 1999 Conversion into euros (5,247,573.48) 10,005,094 10,005,094 21 December 1999 Bonus shares 20,010,188 20,010,188 30,015,282 30,015,282 2 January 2001 Two-for-one stock split 30,015,282 30,015,282 30,015,282 60,030,564 2 January 2001 Incorporation of retained earnings 30,015,282 15,007,641 45,022,923 90,045,846 31 December 2001 Conversion of OCEANEs 27 13.5 45,022,936.5 90,045,873 31 December 2001 Option exercises 1,670,508 835,254 45,858,190.5 9,104,268.60 91,716,381 31 December 2002 Conversion of OCEANEs 21 10.5 45,858,201 91,716,402 31 December 2002 Option exercises 1,917,729 958,864.5 46,817,065.5 11,352,955.68 93,634,131 23 December 2003 Share issue payable in cash 20,807,584 10,403,792 57,220,857.50 135,522,072 114,441,715 10 February 2004 Conversion of OCEANEs 147 73.50 57,220,931 114,441,862 9 March 2004 Conversion of OCEANEs 3 1.50 57,220,932.50 114,441,865 22 December 2004 Conversion of OCEANEs 230 115 57,221,047.50 114,442,095 23 December 2004 Conversion of OCEANEs 16 8 57,221,055.50 114,442,111 27 December 2004 Conversion of OCEANEs 16 8 57,221,063.50 114,442,127 27 December 2004 Conversion of OCEANEs 87 43.50 57,221,107 114,442,214 23 May 2006 Issue of shares to employees 2,872,255 1,436,127.50 58,657,234.50 117,314,469 29 December 2006 Share issue related to the merger 1,768 884 58,658,118.50 117,316,237 26 July 2007 Option exercises 596,029 298,014.50 58,956,133 1,411,545 117,912,266 31 October 2007 Option exercises 289,034 144,517 59,100,650 118,201,300 4 February 2008 Option exercises 37,070 18,535 59,119,185 118,238,370

21.2 Memorandum and Articles of Association

Date of incorporation and lifetime Trade and Companies Register

Altran Technologies S.A. was created on 14 February 1970. Its life Paris Trade and Companies Register no. 702 012 956 extends until 14 February 2045, unless the company is dissolved Siret Number: 702 012 956 00042 before this date or its life is extended beyond this date by law or by the Articles of Association. NAF code: 742C

Corporate purpose Shareholders’ right to information

The corporate purpose of Altran Technologies, as set forth in article 3 Shareholders have the permanent right to obtain information about the of the Articles of Association, is to carry out the following, both in company, which may be obtained from the company’s headquarters in France and internationally: accordance with the law. • consulting and research in engineering and advanced technologies, along with the related services; and • any manufacturing, fi nancial, sales, or marketing activities that are directly or indirectly associated with these consulting and research services or likely to facilitate their development and expansion.

164 2007 Registration document Additional information Memorandum and Articles of Association 21

Fiscal year Unclaimed dividends from prior fi scal years

Altran Technologies’ fi scal year runs from 1 January to 31 December of 1999 €865.66 each calendar year. 2000 €3,360.56 2001 €2,706.00 2002 None Statutory allocation of earnings 2003 None (article 21 of the Articles 2004 None of Association) 2005 None 2006 None At least 5% of the earnings from each fi scal year, less any previous losses, are allocated to the legal reserve until this reserve reaches 10% of the company’s share capital. The remainder constitutes the distributable earnings for the year, plus any retained earnings and less any other reserve allocations required by law or by the Articles of General Meetings of Shareholders Association. (article 20 of the Articles The Annual General Meeting, upon a proposal from the Management of Association) Board, determines how much of these distributable earnings to allocate to retained earnings, general reserves, and special reserves. Annual General Meetings and Extraordinary General Meetings of The remaining distributable earnings are divided in full among the Shareholders are convened and deliberate under the conditions set company’s shares. forth by law. They take place at the company’s headquarters unless another location is specifi ed in the Meeting notice. The Annual General Meeting may decide to allocate funds from the available reserves, and in this case will clearly indicate the specifi c The Management Board may decide to publicly broadcast the entire reserves from which the funds will be taken. Meeting through videoconferencing, webcasting, or other electronic means. Similarly, the Management Board may decide to allow If needed, an exception may be made to this Article in order to allocate Shareholders to vote by videoconferencing, webcasting, or other earnings to a special employee profi t-sharing reserve as required by electronic means. Any such decisions will be stated in the Meeting law. notice published in the French bulletin of legal notices (BALO) and will The Annual General Meeting, upon a proposal from the Management comply with all applicable regulations. Board, may decide to allocate some or all of a fi scal year’s earnings to The Management Board may appoint two works council members to retained earnings or one or more reserves. attend General Meetings. These members’ opinions must be heard for all resolutions requiring unanimous Shareholder approval, if the members so request. Dividend payment Shareholders may vote or be represented by proxy through an authorized intermediary Meeting the criteria set forth in the third The Annual General Meeting held to approve a fi scal year’s fi nancial and fourth paragraphs of article L.228-1 of the French Commercial statements may give Shareholders the option to receive some or all of Code. This intermediary must, upon the request of the company or that fi scal year’s dividend (regular or interim dividend) in cash or in new the company’s agent and before casting any votes at the General shares issued in accordance with the law. Meeting, provide a list of the non-French resident Shareholders being Shareholders may claim dividends up to fi ve years after the dividend represented by proxy. This list must meet any conditions stipulated in distribution date. Any dividends not claimed after fi ve years become applicable regulations. Proxy votes submitted by an intermediary who is the property of the French Treasury Department, as required by law. either undeclared or does not disclose the identity of the Shareholders being represented will not be considered.

2007 Registration document 165 Additional information 21 Memorandum and Articles of Association

All Shareholders may attend General Meetings, regardless of the However, holders of registered shares or their representatives have number of shares owned, provided that their shares are fully paid-up. double voting rights at Annual General Meetings and Extraordinary All Shareholders may vote in General Meetings, either personally or by General Meetings if the shares have been registered in their name for proxy, after providing proof of identity and share ownership. This right at least four years and are fully paid-up, or if the shares arise from the is subject to all applicable regulations. reverse stock split of fully paid-up shares registered in their name for at least four years. Shareholders may vote by mail. Instructions for obtaining the mail voting form will be given in the Meeting notice. Shares converted to bearer shares or transferred to another Shareholder lose the double voting rights mentioned above, unless the transfer French law sets the criteria for a quorum at General Meetings based results from an inheritance, the liquidation of spouses’ jointly-owned on the type of Meeting and number of shares with voting rights. Votes assets, or an inter vivos donation to a spouse or a family member who is submitted by mail are not included in the calculation of a quorum unless an entitled successor. Such a transfer does not interrupt the four-year the company receives the voting forms, properly completed, at least period mentioned above. three days before the Meeting date. Items that Shareholders wish to discuss during the Meeting must be addressed in writing to the Management Board in accordance with article L.225-108 of the French Commercial Code, and received by the Share ownership thresholds Management Board within the legally-prescribed deadline. (article 7 of the Articles of Association) The criteria for a majority at General Meetings depend on the type of As required by Articles L. 233-7 et. seq. of the French Commercial Code, Meeting and number of voting rights attached to the shares owned by any Shareholder acting alone or in concert which exceeds or falls below the Shareholders present, represented, or voting by mail. the thresholds of one-twentieth, one-tenth, one-fi fth, one-third, one- Any undeclared shares belonging to one or more Shareholders half, or two-thirds of the company’s shares or voting rights must inform who, upon the request of the company, have not met the disclosure the company and the AMF of the number of shares and voting rights requirements given in article L.233-7 of the French Commercial Code that it holds. and own at least 5% of the company’s shares will not have voting rights. Any Shareholder acting alone or in concert which exceeds or falls below This will be recorded in the General Meeting minutes. the threshold of owning, directly or indirectly, 0.5% or a multiple of The Supervisory Board Chairman, or the Vice-Chairman in the 0.5% of the company’s shares, voting rights, or securities convertible or Chairman’s absence, presides over General Meetings. If neither of exchangeable into shares must send the company, within fi fteen days these two people are able to preside over the Meeting, the Supervisory of crossing the threshold, a registered letter with return receipt stating Board will appoint someone to preside over the Meeting, or if this is not the total number of shares, voting rights, or securities convertible possible, the General Meeting will appoint someone. or exchangeable into shares that it holds either alone or in concert, directly or indirectly. Copies of the minutes of General Meetings are certifi ed by the Supervisory Board Chairman, Supervisory Board Vice-Chairman, A failure to comply with these regulations will be penalised, in Member of the Management Board, or General Meeting Secretary. accordance with the law, at the request of one or more Shareholders owning at least 5% of the company’s shares or voting rights and recorded in the General Meeting minutes. Double voting rights (article 9 of the Articles of Association) Identity of holders of bearer shares The Annual General Meeting on 20 October 1986 allowed for double (article 7 of the Articles of Association) voting rights. Each share in the company carries one voting right. The number of votes attached to shares is proportional to the percentage In order to know the identity of its Shareholders, the company may ask of the company’s capital that the shares represent, with each share its settlement agent for the information outlined in article L.228-2 of bearing the right to one vote. the French Commercial Code.

166 2007 Registration document 22 Material contracts

The only material contract (other than contracts entered into during as of the date of this registration document is the fi nancing agreement the normal course of business) which the company has entered into discussed in section 9.5.1 “Liquidity risk”.

2007 Registration document 167 168 2007 Registration document Third-party information, expert statements, 23 and declarations of interest

None.

2007 Registration document 169 170 2007 Registration document 24 Documents available to the public

The company issues fi nancial press releases to news agencies and presentations, annual reports, etc.) is available on the company’s journals, and all its fi nancial information (press releases, investor website, www.altran.com.

Press releases issued since 1 January 2007

Title Date

Q4 2006 revenue 9 February 2007 Appointment of Jacques-Étienne de T’Serclaes 27 February 2007 Full-year 2006 earnings 2 April 2007 Q1 2007 revenue 3 May 2007 Altran receives the decision from the AMF sanctions committee 31 May 2007 Annual General Meeting 29 June 2007 Q2 2007 revenue 31 July 2007 Documents for the Extraordinary General Meeting on 17 September 2007 8 August 2007 H1 2007 earnings 31 August 2007 Annual General Meeting 17 September 2007 Q3 2007 revenue 6 November 2007 Q4 2007 revenue 5 February 2008 Full-year 2007 earnings 28 March 2008 Altran obtains €150 million of additional financing through credit lines 17 April 2008 Apax Partners acquires a stake in Altran, improving Altran’s financial structure 17 April 2008

Investor calendar

Q1 2008 revenue 28 April 2008 Annual General Meeting 16 June 2008 Q2 2008 revenue 28 July 2008 H1 2008 earnings 1 September 2008 Q3 2008 revenue 3 November 2008

2007 Registration document 171 172 2007 Registration document 25 Information on holdings

Information on investments in associates included in the company’s scope of consolidation is given in section 7 “Organizational chart”.

2007 Registration document 173 174 2007 Registration document A1 Appendix 1

Internal controls

As required by article L.225-68 of the French Commercial Code, this Altran also has a Management Committee to review issues related to report outlines the manner in which the Supervisory Board’s work is strategy or organizational structure. This Committee is comprised of prepared and organized, as well as the company’s internal control members of the Executive Committee as well as the following four procedures. More specifi cally, it discusses the following items: individuals: • the company’s corporate governance and the practices followed by • Dominique d’Andrimont, Senior Vice President, Benelux and Supervisory Board and Board Committees; and Scandinavia; • the company’s internal controls and accounting information • Jose Ramon Magarzo, Senior Vice President, Spain; system. • Yves Rommel, Senior Vice President, Germany, Austria, and Switzerland; and • Michaël Träm, Chief Executive Offi cer, Arthur D. Little. 1. Corporate Governance and The Management Board meets as often as needed for the interests Functioning of the Supervisory of the company. It met seven times in 2007 with a 100% attendance Board and Board Committees rate.

In June 2005 Altran Technologies adopted a corporate governance Limitations on the Management Board’s powers structure comprised of a Management Board and Supervisory Board, Under article 14.1 of the company’s Articles of Association, the with management functions and powers shared equally between the Management Board must obtain approval from a majority of the two bodies. Supervisory Board as defi ned by article 16-4 of the Articles of Association, for the following: 1.1 Corporate governance • any capital increase or capital reduction beyond a specifi c amount The Management Board has two members: Yves de Chaisemartin, set by the Supervisory Board; Chairman; and Eric Albrand, member . They were appointed by • any other transactions involving the acquisition of shares in the the Supervisory Board on 11 January 2007 for a term of two years, company, beyond a specifi c amount set by the Supervisory Board; consistent with the company’s Articles of Association. Details about the Board Members’ terms of offi ce and duties are given in section 7 of • any issue of securities other than shares beyond a specifi c amount set the management report. by the Supervisory Board, except for securitization transactions; An Executive Committee was formed in late 2006 to help the • the amount and general conditions for granting stock options or Management Board run the company. This Committee meets weekly bonus shares; the Management Board has the authority to select and is comprised of members of the Management Board as well as the the benefi ciaries and the number of stock options or bonus shares following three individuals: granted to each, except for stock options or bonus shares granted to Management Board members, which must be approved by the • Pascal Brier, Executive Vice President, Strategy, Marketing, and Supervisory Board; Communications; • the acquisition or sale by any means of a business or company by • Cyril Roger, Executive Vice President; and Altran or one of its subsidiaries beyond a specifi c amount set by • Frédéric Grard, Executive Vice President. the Supervisory Board, except for acquisition or sale transactions between the Altran parent company and its subsidiaries;

2007 Registration document 175 Appendix 1 A1 Internal controls

• transactions which result in Altran losing control (as defi ned by Altran’s Supervisory Board members meet the independence criteria article L.233-3 of the French Commercial Code) or management set forth in France’s Bouton report, in that they are free from any over a company with a net book value above a specifi c amount set relationship with the company, its group, and its management that by the Supervisory Board; could comprise their objective judgement. • any merger or sale transaction involving a stake in Altran or Altran The following Works Council members are invited to attend Supervisory as a whole; Board meetings: • any change in Altran’s corporate purpose or legal structure; • Heni Massouri; and • any sale of Altran’s non-current assets or investments, beyond a • Bertrand Cahuzac. specifi c amount set by the Supervisory Board; Supervisory Board practices • any borrowings for an amount above an amount set by the Supervisory Board, excluding securitization and factoring The Supervisory Board has instituted a rule of procedure. The transactions; and Chairman, or Vice-Chairman if the Chairman is absent, calls Supervisory Board meetings and leads the discussion. The Supervisory Board • any material transaction that substantially changes the fi nancial and Management Board together set the meeting agenda. Every structure of Altran or the Altran group. Supervisory Board member is sent a memo detailing the topics on the Therefore on 30 June 2005, the Supervisory Board set the following agenda before each Board meeting. The Corporate Counsel serves as amounts, which were renewed during Supervisory Board meetings on the meeting secretary. 8 June 2006 and 11 June 2007: Draft meeting minutes are sent to Supervisory Board members with the 1. €5 million for the acquisition or sale by any means of a business or notice for the next meeting, and are approved at the next meeting. company by Altran or one of its subsidiaries, except for acquisition The Supervisory Board meets as often as needed for the interests of or sale transactions between the Altran parent company and its the company. It met 12 times in 2007 with a 98% attendance rate; subsidiaries; Management Board members were also present. The following main 2. €5 million for the net book value of a company over which Altran topics were discussed: loses control (as defi ned by article L.233-3 of the French Commercial • appointment of Management Board members; Code) or management pursuant to a transaction; • the Management Board report, state of the company’s businesses 3. €5 million for the sale of any of Altran’s non-current assets or and subsidiaries, management forecasts, and budget; investments; and • the introduction of a new organizational structure; 4. €5 million for all borrowings, excluding securitization and factoring transactions. • the restructuring plan; • the fi nancial statements at 31 December 2006 and 30 June 2007, 1.2 Functioning of the Supervisory Board and quarterly revenue data; and its Special Committees • the company’s fi nancing; • work carried out by the internal audit department; Supervisory Board members The Supervisory Board has the following members: • signifi cant litigation; • Dominique de Calan, Chairman; • authorizations for the Management Board to provide guarantees and securities; and • Michel Sénamaud, Vice-Chairman; • the approval of stock options and bonus shares. • Roger Alibault; and The Supervisory Board has two Committees: the Audit Committee and • Jacques-Étienne de T’Serclaes (appointed on 5 March 2007 with the Remuneration and Appointment Committee. effect on 30 March 2007). Audit Committee Their terms of offi ce will expire at the Annual General Meeting The Audit Committee members from July 2005 to 15 February 2007 held to approve the fi nancial statements for the fi scal year ending were Guylaine Saucier, Chairman, Roger Alibault, and Michel Sénamaud. 31 December 2008. Guylaine Saucier resigned from the Supervisory On 5 March 2007 the Supervisory Board appointed Jacques-Étienne Board on 15 February 2007. Details about the Board Members’ terms de T’Serclaes as Chairman to replace Guylaine Saucier, with effect on of offi ce and duties are given in section 7 of the management report. 30 March 2007.

176 2007 Registration document Appendix 1 Internal controls A1

The Audit Committee helps the Supervisory Board confi rm the The Audit Committee met nine times in 2007 with a 100% attendance accuracy and faithfulness of Altran’s consolidated and individual rate; the Statutory Auditors attended eight of these meetings. The company fi nancial statements, and ensure that the Statutory Auditors following main topics were discussed: are independent and are given quality information. • the full-year 2006 and half-year 2007 fi nancial statements; The Audit Committee’s specifi c duties include: • quarterly revenue data; • evaluating any accounting assumptions; reviewing the full-year, half- • fi nancial communications (i.e., press releases, analyst presentations, year, and quarterly consolidated and individual company fi nancial the annual report, and the registration document); statements before submission to the Supervisory Board; reviewing the company’s fi nancial position, cash fl ow, and commitments; • the company’s fi nancing; reviewing any regulated agreements, policies for recognizing • the fi ndings of the 2007 internal audit and the resulting actions provisions, and changes in accounting method; and presenting the taken; Board with its conclusions and any observed discrepancies from accounting regulations; • changes in the internal audit procedure and steps to bring it in- house; • assessing the relevance of the company’s accounting methods and suggesting any pertinent changes; • progress on improvements to the company’s internal controls; and • evaluating the company’s internal controls and suggesting ways to • the budget for Statutory Auditors’ fees. improve the internal audit department and its functioning; The Audit Committee also reviewed this Supervisory Board report at its • reviewing all relevant documentation arising from audits of meetings on 19 February 2008 and 20 March 2008. At its meeting on Altran Technologies and its subsidiaries, and the corresponding 20 March 2008 the Committee reviewed the 2007 full-year fi nancial responses given by the Management Board; statements. Committee members met with the Statutory Auditors at the beginning of these meetings, before the management team was • giving the Supervisory Board its opinion on the Statutory Auditors brought in. that the Management Board intends to nominate at the Annual General Meeting, as well as opinions on the auditors’ duties and The Audit Committee is responsible for making sure that meeting fees, the audit scope and timetable, any related services beyond the participants receive all necessary information about items on the legally-required audit, and the effect that these services might have agenda at least three days before the meeting, and Committee on the auditors’ independence, recommendations, and Altran’s members hold preparatory meetings the night before to briefl y go over implementation of these recommendations; this information. • reviewing the press releases on Altran’s full-year fi nancial In 2008 the Committee introduced a self-assessment program statements, half-year fi nancial statements, and quarterly revenue, including a survey on items such as the Audit Committee’s rules of along with any other fi nancial communications; procedure, composition, practices, and overall effectiveness. reviewing all litigation, including tax litigation, that could have a • Remuneration and Appointment Committee signifi cant impact on the fi nancial statements or fi nancial position The Remuneration and Appointment Committee worked throughout of Altran or the Altran group; 2007. Between July 2005 and 15 February 2007 the Remuneration • evaluating Altran’s risk exposure, off-balance sheet commitments, and Appointment Committee members were Dominique de Calan, off-balance sheet commitments stemming from regular business Chairman, Guylaine Saucier, and Michel Sénamaud. On 5 March operations, complex commitments, any other material contractual 2007 the Supervisory Board appointed Roger Alibault to obligations, and fi nancial liabilities if the company runs into replace Guylaine Saucier. diffi culties (i.e., default clauses); The Remuneration and Appointment Committee advises the • evaluating Altran’s legal, industrial, and fi nancial market risks Supervisory Board on the following items: (including currency, interest rate, and share price risks); and • the fi xed company, variable compensation, and insurance, • assessing Altran’s procedures for ensuring compliance with stock retirement, and other benefi ts paid to members of the Management market regulations. Board, members of the Management Committee, and other Altran executives; The Audit Committee’s rules of procedure were adopted by the Board of Directors on 7 October 2003 and remain in effect. They apply to • the method for linking the variable compensation paid to the Audit Committee appointed by the Supervisory Board on 5 March Management Board members and other Altran executives to annual 2007. performance reviews, and the application of this method; • the breakdown between fi xed and variable compensation, the basis for calculating variable compensation, and rules for granting any bonuses or premiums;

2007 Registration document 177 Appendix 1 A1 Internal controls

• human resources policies, including initiatives to build employee More specifi cally, the company has introduced the following: loyalty; • a new organizational structure and a legal restructuring in Altran’s • appointments of Management Committee members and executives main countries; of the parent company and biggest subsidiaries; • new software and internal control procedures to ensure effective • the amount of Board Member fees to be submitted to the Annual management of operations and business risks; General Meeting, and the procedure for allocating and distributing • procedures for treating and presenting accounting and fi nancial these fees among Board Members; data; • the list of Management Board members and other Altran executives • a list of key internal controls and a self-assessment tool; to receive stock options or bonus shares; • an internal controls department; and • the list of employees to receive funds under Altran’s profi t-sharing scheme; and • greater involvement by the Statutory Auditors. • the procedures for setting up and implementing an employee share These steps, which cover all entities in Altran’s scope of consolidation, ownership plan. have considerably strengthened the company’s auditing, internal controls, and corporate governance systems. The Remuneration and Appointment Committee met fi ve times in 2007 and discussed the following main topics: • the compensation paid to Management Board members; 2.1 New organizational structure and legal restructuring in Altran’s main countries • the compensation policy for Management Committee members; Altran made major changes to its organizational structure 2006 and • the employee share ownership plan; and 2007, in an effort to boost effi ciency and make the company more • stock options and bonus shares granted to employees and corporate transparent to its customers. Altran’s operations are now divided offi cers. into two divisions: Technology and Innovation (TI); and Consulting & Information Systems (CIS). This new structure has been implemented The procedure set by the Supervisory Board for determining the at country sites according to local conditions, through either a merger, compensation and benefi ts to be paid to corporate offi cers is discussed the consolidation of operating activities, or the introduction of a single in section 7.2.2 of the Management Board report. brand, Altran CIS, with increased sales and marketing cooperation. This new structure allows Altran to: 2. Internal controls and accounting • group operations under a common management; information system • begin introducing standard operating procedures; • better align products and services with customer needs; Altran’s internal controls, structured and implemented properly, aim to control the risks stemming from its businesses and limit the chances • more effi ciently locate and hire new consultants; and of error or fraud, especially in terms of its accounting and fi nancial • set up shared, professional support functions. information. They help ensure compliance with laws and regulations, promote transparency, protect the company’s assets, maintain effective Arthur D. Little has had its own corporate governance structure management of the company’s operations, improve performance, in place since 2006; this structure includes a CEO who oversees control costs, and ensure reliable accounting and fi nancial data. Arthur D. Little’s offi ces in each country. Nevertheless, like any control system, Altran’s internal controls can The change in Altran’s organizational structure was followed by a only provide a reasonable assurance, but not a full guarantee, that all legal restructuring in the main countries (Belgium, France, Spain, Italy, such risks will be eliminated. Portugal, and Switzerland). A restructuring of Altran’s support functions is currently underway. The number of Altran operating companies Altran has been steadily enhancing its internal controls by setting with over €1 million of revenue has dropped dramatically, from 131 at up a structure to defi ne its internal control procedures, standardise end-2005 to 98 at end-2006, 93 at end-2007, and a projected 62 at its accounting information system, and improve the security of its end-2008 (based on planned mergers). accounting and fi nancial data.

178 2007 Registration document Appendix 1 Internal controls A1

These changes will help drive Altran’s business development and The lists for Arthur D. Little and Altran’s corporate functions are still simplify, streamline, and standardize its business processes. Moreover, being fi nalized, and should be ready in 2008. the new operating, legal, and administrative framework will institute a culture of risk management and facilitate the roll-out of shared Human resources software and procedures. The benefi ts of these changes have already Altran places a great deal of importance on the effective management been seen in the marked turnaround of the company’s profi tability. of its human resources. In 2007 the company established procedures for calculating the compensation paid to operating managers, which include specifi c targets and measurement methods. These procedures 2.2 Internal controls designed to improve have given Altran a corporate-wide management compensation policy management effectiveness, track based on ongoing targets. operations, and mitigate risks In 2006 Altran formed a corporate human resources department, then introduced career management programs and revamped its 2.2.1 New software recruitment methods. An employee and payroll administration unit was In 2007 Altran continued the program started in late 2005 to gradually set up for its France operations in 2007, as a specialized unit within upgrade and standardize its IT system architecture and management the France human resources department. This arrangement allows applications, in an effort to boost effi ciency and cut costs. The company Altran’s HR staff to: is currently installing ERP software at its European subsidiaries (excluding France and Arthur D. Little). By the end of 2007, 65% of • exploit synergies between experts in HR management, payroll, and Altran’s revenue outside France was being processed using this ERP, labour law; and this fi gure is expected to exceed 80% by the end of 2008. • standardize HR procedures; Altran’s France operations (excluding Arthur D. Little) began using a • implement corporate HR policies more effectively; and single application for accounting and a single application for payroll on 1 January 2008. An enterprise IT system will be rolled-out throughout • better manage the payroll process. 2008; a prototype was introduced in February 2008 with a pilot scheduled for June 2008. Altran aims to have all its operating entities 2.2.3 Procedures for treating and presenting on the enterprise system by the end of 2008. accounting and fi nancial data Altran has established a set of rigorous procedures to ensure that All Altran subsidiaries began using the Magnitude account consolidation its accounting and fi nancial data are handled appropriately. These and reporting software in 2004, so as to allow for centralized procedures are designed to generate reliable information in accordance communication and a common database. with applicable regulations and the company’s own standards. These IT system enhancements will help structure the company’s When Altran transitioned to IFRS in 2005, it issued a corporate internal controls and should result in productivity gains. accounting methods guide outlining the company’s main accounting principles and the methods for treating the most important 2.2.2 Main internal control procedures transactions. Since 2004, Altran has been steadily introducing internal control Procedures for preparing period-end fi nancial statements, which procedures designed to ensure sound corporate governance for the include written instructions, the company’s accounting calendar, group and each operating entity. methods for intra-group reconciliations, etc., are updated at the end of Framework procedures each half-year and full-year period and sent to all Altran subsidiaries. Altran has set up framework procedures designed to reinforce Finance and operating managers at each Altran subsidiary send a letter its internal controls, standardize business practices, and enhance along with the subsidiary’s fi nancial statements confi rming that they operations. However, audits and self-assessment surveys revealed have followed the company’s accounting methods and that to the inconsistencies in the way these procedures were being implemented. best of their knowledge, the subsidiary has not breached any of the Therefore the company undertook an initiative to determine, at each company’s internal control procedures. subsidiary, the key internal controls for processes deemed critical to management, then used this list of key internal controls as a basis for Altran was able to successfully shorten the time needed to generate improving Altran’s overall internal controls. period-end fi nancial statements for H1 2007, while still meeting all

2007 Registration document 179 Appendix 1 A1 Internal controls

regulatory requirements, thanks to efforts made in this area. These to PricewaterhouseCoopers in June 2004. This department operates efforts included reducing the number of operating subsidiaries, under an internal audit charter (with latest version dated 20 July extending the role of shared functions, and improving corporate 2006) approved by the Management Board, Supervisory Board, and procedures. These efforts also helped improve the quality of the Audit Committee. The department submits reports to the Management company’s fi nancial information. Board Chairman, Supervisory Board Chairman, and, if delegated by the Supervisory Board Chairman, the Audit Committee Chairman. In 2005 Altran set up shared services departments in most of the countries in which it operates (outside France). These departments are An initial review of Altran’s risks carried out in 2004 was updated in intended to streamline the company’s support functions and enable early 2006 in order to generate a risk map for the company’s critical them to operate more professionally; they cover primarily accounting, business processes, as determined by management, at both a local sales administration, and payroll. While an increasing number of level (i.e., at operating entities) and a corporate level. The risk map was operating entities have set up shared services departments, they then used to develop a list of key internal controls, which served as the remain somewhat mixed in practice. Altran undertook an initiative in basis for work performed by the internal audit department in 2007. 2007 to better organize these departments by appointing a Director of Meetings were held with managers in late 2006 in order to obtain their Finance and Administration for each main country and an Accounting perceptions of the company’s risks, and this data was used to develop Manager. an internal audit plan for 2007. This audit plan was designed to be The company created a corporate-level accounting department and consistent with the company’s internal audit charter, and forms part a separate accounting department for its France operations in 2007. of a program to audit every Altran entity over a three-year cycle (the The company uses Magnitude accounting software to consolidate the current cycle runs from 2006 to 2008). monthly accounting reports from the subsidiaries into the corporate The internal audit department audited eleven Altran entities in 2007 accounts. (six in France and fi ve in other countries) on some or all of the priority In 2007 Altran began using key performance indicators to track issues set by management. The department also followed-up on fi nancial performance across the company. Signifi cant changes were its recommendations from 2006 audits, helped subsidiaries carry also made to Altran’s budgeting process, so that the process now out self-assessments, and reviewed the results of self-assessments involves operating managers and is oriented towards the strategy completed in 2006. goals set by the Management Board. The Executive Committee works Based on the audit fi ndings, the department issued recommendations with managers to review the budget for each country. for improving the entities’ internal control procedures and gave each entity’s management responsibility for implementing the 2.2.4 List of key internal controls recommendations. The self-assessment exercise carried out by In early 2006 the internal audit department undertook an initiative subsidiaries should help them better understand their risks and to identify the internal controls related to Altran’s critical business implement a continuous improvement approach in order to meet processes, in order to generate a list of the company’s key internal Altran’s goals. controls. This program involved breaking down Altran’s operations into processes and sub-processes at either a local level (i.e., at operating In 2008 Altran brought its internal audit activities back in-house. entities) or at a corporate level. The key internal controls were then This change will allow the company to broaden its internal audits so reconciled with those in the accounting and fi nancial internal controls that they cover not only compliance with company rules, but also the survey proposed by the AMF. effectiveness of the company’s overall operations. Based on this list of key internal controls, in 2006 the internal audit department developed a self-assessment tool for the company’s 2.4 Statutory Auditors critical business processes. This self-assessment tool should help Altran’s Statutory Auditors are Deloitte & Associés and Mazars subsidiaries better understand their risks and implement a continuous & Guérard. They serve as the Statutory Auditors for all entities in improvement approach in order to meet Altran’s goals. Altran’s scope of consolidation for which an audit is legally required, as well as all entities without this legal requirement. By using the 2.3 Internal audit department same, limited number of Statutory Auditors for all entities, audits can be standardized across the company, and audit fi ndings can be easily The Board of Directors, following a suggestion from the Audit communicated back to corporate headquarters. Committee, set up an internal audit department which was outsourced

180 2007 Registration document Appendix 1 Internal controls A1

In 2007 the Statutory Auditors once again carried out revenue audits, Supervisory Board observations which consisted of quarterly, on-site reviews at each subsidiary making up at least 40% of Altran’s revenue. The fi ndings of these audits were on the fi nancial statements presented to the Audit Committee and Supervisory Board before the for the fi scal year ended quarterly revenue fi gures were released. 31 December 2007 and The Statutory Auditors communicate regularly with the Audit the Management Board report Committee and Altran’s fi nance managers. As required by French law, the Management Board presented the Supervisory Board with the Altran consolidated fi nancial statements, the Altran Technologies S.A. fi nancial statements, the individual Conclusion company fi nancial statements, and the Management Board report on the company’s operations and results for the fi scal year ended Over the past few years Altran has substantially enhanced its corporate 31 December 2007. governance, internal controls, and audit procedures. In 2006 and 2007 the company made major changes to its organizational structure that The Supervisory Board has reviewed the fi nancial statements and will help streamline business processes and further advance business Management Board report, and has heard opinions from the Audit development after an initial adjustment period has been completed. Committee. The Supervisory Board does not have any observations to make on these documents. In addition, Altran has made special efforts to implement the new or modifi ed procedures related to this organizational change. Audits carried out during the year have revealed that subsidiaries are steadily adopting the company’s internal control procedures. In 2008 Altran plans to step-up these measures in order to further strengthen its internal controls.

Dominique de Calan Chairman of the Supervisory Board

2007 Registration document 181 182 2007 Registration document A2 Appendix 2

2007 environmental and labour report

Human resources and environmental Compensation and salary increases DATA Altran continues to make efforts to control its salary expenses and set personalised compensation levels. Annual performance reviews are now mandatory, and a Career Management Committee is being Number of employees created. Altran Technologies had 5,877 employees at 31 December 2007, 98.92% of which were permanent employees. The company hired Personnel expenses 1,372 permanent employees and 60 temporary employees in 2007. Personnel expenses totalled €241,610,695 in 2007. Employee benefi ts accounted for €24,543,011 of this amount, comprised of €4,060,695 Redundancies for health and personal insurance and €20,482,316 for supplementary pension schemes. Other personnel expenses include French social 40 employees were laid off in 2007. security, unemployment insurance, medical visits, etc.

Overtime Workplace equality Because the vast majority (96.15%) of Altran employees have “Manager” Altran has made a concerted effort to establish the same pay scale for classifi cation under French law and therefore work a fi xed 218 days a men and women across the company. However, existing salaries are year, any signifi cant overtime is compensated through time off with pay still slightly different between men and women, depending on the job (comp time) in lieu of overtime pay, as set forth in the Syntec national position. agreement on working hours in France. Under this agreement, Altran’s “Manager” employees typically receive between 9 and 13 days off a year, while non-“Manager” employees typically receive around 12 days Labour relations and French collective agreements off per year. The provisions of this comp time agreement mean that the number of overtime hours is not signifi cant. 66 Ordinary and Extraordinary Meetings were held in 2007 with representatives from subsidiary works councils, the corporate works Contracted labour council, and consultative councils. 80 meetings were held with In 2007 Altran spent a total of €1,251,083 on contracted, short-term employee delegates. In 2006 (mostly in February), several of Altran’s labour. subsidiaries elected employee representatives.

Working hours The standard working week at Altran is 35 hours. However, most employees work a fi xed 218 days a year, broken down into 38.5 hours a week with periodic days off as comp time. 126 of Altran’s 5,877 employees work part time.

2007 Registration document 183 Appendix 2 A2 2007 environmental and labour report

Company communications and data sharing Altran contributed €2,340 thousand in 2007 to FONGECIF, a French vocational training fund, and FAFIEC to help fi nance continuing Altran has several tools in place to share data and pass information up education, apprenticeships, and paid training leave. and down the company. These include: The total expense recognized in 2007 for this training and the related • an intranet; contributions was €3,217 thousand. • a works council newsletter; • a bimonthly company newsletter; Disabled workers • e-mail updates for Altran consultants on assignment; Nine employees recognised by Cotorep as being disabled were declared for Social Security in 2007. • meetings involving managers from Altran’s operating entities; and • business unit conferences on special topics. Employee programs In addition, performance reviews are held regularly between: Altran allocated €1,076,752 to its works council in 2007 for employee • consultants and their managers; and programs and € to the operating budget. • administrative or support staff and their supervisors. Altran executives and managers also undergo performance reviews. Use of subcontractors Altran spent a total of €18,432,235 on subcontractors in 2007. This Legal disputes includes services provided to Altran through centralized agreements, secondment agreements, and outside services. 44 disputes were settled out-of-court in 2007. 304 judicial proceedings were still ongoing at 31 December 2007. Effect on community employment and regional development Workplace health and safety Altran is aware of the effect that its businesses can have on community Altran’s health and safety committee met 29 times in 2007. The employment regional development, and has instituted programs to company continued several initiatives in 2007 to set up prevention support employees at all its sites. These programs include health and programs at customer sites and support consultants on assignment in insurance benefi ts, repatriation assistance, and centralized processing countries with an unstable political climate or health-related risks. for visa and work permit requests. For its subcontracted operations, Altran has centralized cooperation Workplace and commuting accidents agreements with its subsidiaries. Foreign subsidiaries regularly consider their impact on the local environment and regional development. 36 lost-time accidents occurred in 2007. These accidents did not involve temporary workers or contractors, nor did they result in any permanent disabilities. Hiring policy Altran is actively expanding its work force. In 2007 the company Work-related illnesses hired 1,432 new employees, which were mostly management-level employees on permanent contracts. Altran is not aware of any work-related illnesses reported to Social Security agencies, nor of any pathological condition resulting from Altran employees are selected for their knowledge, communication work for Altran. skills, and career potential. All Altran consultants and managers have at least fi ve years of higher education; consultants typically have degrees in engineering while managers have degrees in either engineering or Training management. 2,309 employees received a total of 66,499 hours of training in 2007. This training took place on Altran premises as well as outside sites, and was paid for by either Altran or FAFIEC, a French fund for engineering and consulting training.

184 2007 Registration document A3 Appendix 3

Statutory Auditor’s reports

Statutory Auditors’ report on the Consolidated Financial Statements For the year ended 31 December 2007

This is a free translation into English of the Statutory Auditors’ report on the As indicated in note 1.4 “Use of estimates”, the preparation of the consolidated fi nancial statements issued in French and is provided solely for fi nancial statements requires the use of estimates and assumptions. the convenience of English speaking users. The Statutory Auditors’ report on These estimates and assumptions are primarily used in the valuation the consolidated fi nancial statements includes information specifi cally required of provisions and the preparation of business plans for the purposes of by French law in such reports, whether modifi ed or not. This information is presented below the opinion on the consolidated fi nancial statements and impairment tests on intangible assets and the recognition of deferred tax includes an explanatory paragraph discussing the auditors’ assessments of assets. certain signifi cant accounting and auditing matters. These assessments were Our procedures consisted in assessing the reasonableness of the data and considered for the purpose of issuing an audit opinion on the consolidated assumptions on which the estimates are based. fi nancial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the consolidated Note 1.7 “Goodwill” to the fi nancial statements describes the goodwill fi nancial statements. valuation policies and methods adopted and the corresponding impairment This report on the consolidated fi nancial statements should be read in conjunction recognized in the fi nancial year. with, and construed in accordance with, French law and professional auditing The company performs annual impairment tests on goodwill balances standards applicable in France. and intangible assets with an indefi nite life, and at the time of the interim To the Shareholders, accounts closing when there are indications of impairment loss. In accordance with our appointment as Statutory Auditors by your Annual We have examined the implementation of these impairment tests and the General Meeting, we have audited the accompanying consolidated fi nancial activity forecasts and assumptions used and verifi ed the inclusion of the statements of Altran Technologies for the year ended 31 December 2007. appropriate disclosures in the note to the fi nancial statements. The consolidated fi nancial statements have been approved by the Our procedures enabled us to assess the consistency of the estimates Management Board. Our role is to express an opinion on these fi nancial performed with the assumptions adopted. statements, based on our audit. Note 1.18 “Deferred taxes” to the fi nancial statements describes the valuation policies and methods applied to deferred tax assets. I. Opinion on the consolidated fi nancial statements At each year-end, the company systematically analyses the value of We conducted our audit in accordance with professional standards deferred tax assets and impairments recorded in accordance with the applicable in France. Those standards require that we plan and perform procedures set out in this note. We examined the implementation of these the audit to obtain reasonable assurance about whether the consolidated analysis procedures and the activity forecasts and assumptions used and fi nancial statements are free of material misstatement. An audit includes verifi ed the inclusion of the appropriate disclosures in the note to the examining, on a test basis, evidence supporting the amounts and fi nancial statements. disclosures in the fi nancial statements. An audit also includes assessing Our procedures enabled us to assess the consistency of the estimates the accounting principles used and the signifi cant estimates made by performed with the assumptions adopted. management, as well as evaluating the overall presentation of the fi nancial These assessments were made in the context of our audit of the statements. We believe that our audit provides a reasonable basis for our consolidated fi nancial statements taken as a whole, and therefore opinion. contributed to the opinion expressed in the fi rst part of this report. In our opinion, the consolidated fi nancial statements give a true and fair view of the assets and liabilities and of the fi nancial position of the group as at 31 December 2007, and of the results of its operations for the year III. Specifi c verifi cation then ended in accordance with IFRSs as adopted by the European Union. In accordance with professional standards applicable in France, we have also verifi ed the information provided in the group’s management report. II. Justifi cation of our assessments We have no matters to report as to its fair presentation and its consistency with the consolidated fi nancial statements. Pursuant to the provisions of article L.823-9 of the French Commercial Code (Code de commerce) governing the justifi cation of our assessments, we draw your attention to the following: La Défense and Neuilly-sur-Seine, 21 April 2008 The Statutory Auditors

Mazars & Guérard Deloitte & Associés Jean-Luc Barlet Guy Isimat-Mirin Henri Lejetté

2007 Registration document 185 Appendix 3 A3 Statutory Auditor’s reports

Statutory Auditors’ report on the fi nancial statements for the year ended 31 December 2007

This is a free translation into English of the Statutory Auditors’ report on In our opinion, the fi nancial statements give a true and fair view of the the fi nancial statements issued in French and is provided solely for the fi nancial position and the assets and liabilities of the company as at convenience of English speaking users. The Statutory Auditors’ report on the 31 December 2007 and the results of its operations for the year then fi nancial statements includes information specifi cally required by French ended in accordance with French accounting regulations. law in such reports, whether modifi ed or not. This information is presented below the opinion on the fi nancial statements and includes an explanatory paragraph discussing the auditors’ assessments of certain signifi cant II. Justifi cation of assessments accounting and auditing matters. These assessments were considered for Pursuant to the provisions of article L.823-9 of the French Commercial the purpose of issuing an audit opinion on the fi nancial statements taken Code (Code de commerce) governing the justifi cation of our assessments, as a whole and not to provide separate assurance on individual account we draw your attention to the following: captions or on information taken outside of the fi nancial statements. As indicated in note 2.5 “Use of estimates”, the preparation of the This report should be read in conjunction with, and construed in accordance fi nancial statements requires the use of estimates and assumptions. with, French law and professional auditing standards applicable in France. These estimates and assumptions are primarily used in the valuation To the Shareholders, of provisions and the preparation of business plans used to assess the value of investments. In accordance with our appointment as Statutory Auditors by your Annual General Meeting, we hereby report to you for the year ended Our procedures consisted in assessing the reasonableness of the data 31 December 2007 on: and assumptions on which the estimates are based. • the audit of the accompanying fi nancial statements of Altran Such assessments were performed as part of our audit approach for Technologies; the fi nancial statements taken as a whole, and contributed to the expression of our unqualifi ed opinion in the fi rst part of this report. • the justifi cation of assessments; • and the specifi c procedures and disclosures required by law. III. Specifi c verifi cations and disclosures These fi nancial statements have been approved by the Management We have also performed the specifi c verifi cations required by law in Board. Our role is to express an opinion on these fi nancial statements, accordance with professional standards applicable in France. based on our audit. We have no matters to report regarding: I. Opinion on the fi nancial statements • the fair presentation and the consistency with the fi nancial statements of the information provided in the management report We conducted our audit in accordance with professional standards of the Management Board, and in the documents addressed to the applicable in France. Those standards require that we plan and Shareholders with respect to the fi nancial position and the fi nancial perform the audit to obtain reasonable assurance about whether statements; the fi nancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts • the fair presentation of the information provided in the management and disclosures in the fi nancial statements. An audit also includes report in respect of remuneration and benefi ts granted to certain assessing the accounting principles used and signifi cant estimates company offi cers and any other commitments made in their favour made by management, as well as evaluating the overall fi nancial in connection with, or subsequent to, their appointment, termination statement presentation. or change in function. We believe that our audit provides a reasonable basis for our opinion. In accordance with the law, we verified that information relating to the identity of holders of share capital and voting rights was disclosed in the management report.

La Défense and Neuilly-sur-Seine, 21 April 2008 The Statutory Auditors

Mazars & Guérard Deloitte & Associés Jean-Luc Barlet Guy Isimat-Mirin Henri Lejetté

186 2007 Registration document Appendix 3 Statutory Auditor’s reports A3

Statutory Auditors’ report prepared in accordance with article L.225-235 of the French Commercial Code (Code de Commerce) on the report prepared by the Chairman of the Supervisory Board of Altran Technologies with respect to the internal control procedures for the preparation and treatment of accounting and fi nancial information

This is a free translation into English of the Statutory Auditors’ report procedures to assess the fairness of the information set out in the issued in the French language and is provided solely for the convenience of Chairman’s report on the internal control procedures relating to the English speaking readers. This report should be read in conjunction with, preparation and treatment of fi nancial and accounting information. and construed in accordance with, French law and professional auditing These procedures notably consisted of: standards applicable in France. • obtaining an understanding of the internal control procedures To the Shareholders, relating to the preparation and treatment of the accounting and fi nancial information on which the information presented in the In our capacity as Statutory Auditors of Altran Technologies and in Chairman’s report and existing documentation are based; accordance with article L.225-235 of the French Commercial Code (Code de Commerce), we hereby report to you on the report prepared by • obtaining an understanding of the work involved in the preparation the Chairman of the Supervisory Board of your company in accordance of this information and existing documentation; with article L.225-68 of the French Commercial Code for the year • determining if any signifi cant weaknesses in the internal control ended 31 December 2007. procedures relating to the preparation and treatment of the In his report, the Chairman reports, in particular, on the conditions for accounting and fi nancial information that we would have noted the preparation and organization of the Supervisory Board’s work and in the course of our engagement are properly disclosed in the the internal control procedures implemented by the company. Chairman’s report. It is our responsibility to report to you our observations on the On the basis of these procedures, we have no matters to report information set out in the Chairman’s report on the internal control in connection with the information given on the internal control procedures relating to the preparation and treatment of fi nancial and procedures relating to the preparation and treatment of fi nancial and accounting information. accounting information, contained in the Chairman of the Supervisory Board’s report, prepared in accordance with the last paragraph We performed our procedures in accordance with professional article L.225-68 of the French Commercial Code. guidelines applicable in France. These require us to perform

La Défense and Neuilly-sur-Seine, 21 April 2008 The Statutory Auditors

Mazars & Guérard Deloitte & Associés Jean-Luc Barlet Guy Isimat-Mirin Henri Lejetté

2007 Registration document 187 Appendix 3 A3 Statutory Auditor’s reports

Statement of Statutory Auditors’ fees

Mazars Deloitte (in thousands euros) Amount (net of VAT) As a % Amount (net of VAT) As a % Years covered: 31/12/2006 et 31/12/2007 2006 2007 2006 2007 2006 2007 2006 2007 Audit Statutory Auditor, certification, validation of corporate and consolidated year-end accounts(a) 2,176 2,033 95% 94% 2,222 2,108 98% 99% •Altran Technologies S.A. 1,149 1,026 1,077 1,047 •Subsidiaries 1,027 1,007 1,115 1,061 Other duties and services directly related to the Statutory Auditor’s mission(b) 123 141 5% 6% 48 10 2% 1% • Altran Technologies S.A. 38 0 •Subsidiaries 123 141 10 10 SUB-TOTAL (I) 2,299 2,174 100% 100% 2,270 2,118 100% 100% Other services rendered for the subsidiaries •0Legal, taxation, corporate(c) •0Others(d) SUB-TOTAL (II) 0 0% 0% 0 0 0% TOTAL = (I) + (II) 2,299 2,174 100% 100% 2,270 2,118 100% 100% (a) Audit services include all services invoiced by the Statutory Auditors for the audit of consolidated year-end financial statements and services provided by these auditors as required under legal or regulatory provisions or with regard to the group’s commitments. They particularly include a review of the interim financial statements of the company and its subsidiaries. (b) Other services related to the Statutory Auditors’ mission and involving, for example, consultations on the matter of accounting standards applicable with regard to the publication of financial information and due diligence required with regard to acquisitions. (c) Taxation consultations represent all services concerning compliance with taxation regulations and taxation advice provided with regard to actual or potential transactions, payroll processing for expatriated employees or the analysis of transfer prices. (d) Other services include consulting provided on matters such as HR, cost-cutting measures and asset valuations for the purpose of disposals, in respect of the provisions of article 24 of the Code of Ethics.

188 2007 Registration document

ALTRAN TECHNOLOGIES S.A. à Directoire et Conseil de Surveillance Capital : 58 658 118,50 euros

Headquarters 58 boulevard Gouvion Saint-Cyr - 75017 PARIS 702 012 956 RCS Paris