Financial Report

FISCAL YEAR 2002

GROUPE STERIA SCA

Partnership limited by shares under French law, with a capital of €17,408,670 Head office: 12 rue Paul Dautier 78140 Vélizy-Villacoublay 344 110 655 RCS Versailles

The French Financial Report was registered with the Commission des Opérations de Bourse (French Securities and Exchange Commission) on 23 may 2003, pursuant to Ruling 98-01. It may be used to endorse a financial operation in conjunction with a prospectus certified by the Commission des Opérations de Bourse. The French Financial Report is the official version.

Steria - Financial Report 2002 1 2 Financial Report 2002 - Steria Contents

GROUPE STERIA SCA CONTENTS OF FISCAL YEAR 2002 FINANCIAL REPORT

4 Message from the Chairman

5 Group Presentation 5 • Organisation Chart 5 • Historical Highlights 6 • Financial Highlights 2002 6 • Groupe Steria SCA and the Stock Market

8 Group Activities 8 • Markets 8 • Steria Group’s Core Businesses 9 • Investment and Innovation 10 • Human Resources 10 • Risks and Coverage 11 • Management Report and Resolutions Presented at the Combined General Meeting of 4 June 2003

21 Groupe Steria SCA Accounts 21 • Financial Audit Managers 23 • Statutory Auditors’ Report on the Consolidated Financial Statements for the year ended 31 December 2002 24 • Consolidated Financial Statements at 31 December 2002 48 • Statutory Auditors’ Report on the Social Financial Statements for the year ended 31 December 2002 49 • Special Statutory Auditors’ Report on Regulated Agreements 50 • Social Financial Statements at 31 December 2002 58 • Report of the Supervisory Board at the Combined General Meeting of 4 June 2003 58 • Decision taken by the General Partners dated 10 April 2003

59 General Company Information concerning Groupe Steria SCA and its Capital 59 • Corporate Information 64 • Capital Information 70 • Control of the Group and Functioning of the Management Body 73 • Person Responsible for the Financial Report and Statutory Auditors’ Attestation

75 COB cross-reference table

76 Financial Report Update

Steria - Financial Report 2002 3 Message from the Chairman

The major challenge for Steria in 2002 was the successful integration of Integris’ European business, thus confirming its position as one of the top ten IT services companies in Europe. This was accomplished despite the unprecedented crisis in the sector, where the economic context transformed companies’ and public services’ expectations. They became more concerned about the consolidation and optimisation of their information systems, as well as return on IT investment. Faced with such challenges, Steria convinced the market of its ability to meet objectives, both in terms of core business positioning and financial performance, while preserving a culture based on strong human values.

The new group blends complementary cultures and expertise. It has confirmed its positioning as an end-to-end IT services partner through its three core businesses: consulting, systems integration and managed services, with increased activity in managed services and strengthening in the field of infrastructures. Numerous customers showed their confidence in Steria’s skills in 2002: Norwich City Council in the UK chose the Group to outsource its IT services, involving a 15-year project, worth € 130M, while the Swedish government referenced Steria as one of its three IT services and infrastructures providers. Remaining faithful to its role as a knowledge transmitter, Steria formalised a range of European solutions through across-the-board and sector-based offers enabling it to establish strong positions in Europe, especially in the field of e-government, managed services, transport and security.

The Group also showed its ability to adapt to a difficult economic situation and keep to its financial objectives: revenue exceeded the billion euro mark, H2 operating profit in 2002 was double that of H1 and debt was brought under control. The financial community welcomed this return towards improved profitability, which remains a primary objective for 2003.

More than just an economic crisis, the bursting of the Internet bubble actually caused a “mid-life crisis” and provoked deep-rooted change in the IT services industry. Having benefited from major technological innovations over the last ten years, companies are today looking for more flexible and reliable IT systems. Many companies want “IT on-demand” that is available and accessible according to users’ needs. Steria has the assets to respond to these new challenges, providing consulting services for the transformation of business processes, industrialised and referenced solutions and risk control for projects, as well as maintaining a service culture. These assets will enable us to gain market share by being a source of progress for our customers.

Steria places particular importance on developing its human resources, which are enriched by the group’s Europeanisation. The aim of the “Steria Development Institute”, created in 2002, is to cultivate the Group’s management culture in order to improve collective performance through training programmes that are adapted to managers’ different needs. But Steria also has an original corporate culture, characterised by significant employee shareholding and a strong focus on ethics. This is illustrated by the Steria- Institut de France foundation, which aims to make IT available to everyone. Simplicity, creativity, independence, respect and openness are meaningful values providing future prospects for the teams. I am sure that these values, which are rooted in Steria’s history and combined with demanding results requirements, have created a company with customer and partner relationships of a unique quality.

François Enaud Chairman and CEO of Steria

4 Financial Report 2002 - Steria Group Presentation

1 Organisation Chart

GROUPE STERIA SCA

100 %

STERIA SA

OPERATIONAL COMPANIES

The table of subsidiaries and investments at 31/12/2002 is attached to the consolidated balance sheet, in Note 2.3.

2 Historical Highlights

1969 Steria founded by Jean Carteron: IT service 1994 Steria wins major contracts with various key provider specialising in key account contracts. account customers, such as the development of a management system for the Centrale des 1973 Automation contract signed with Agence France Règlements Interbancaires. Presse. 1998 François Enaud appointed Chairman and CEO of 1978 Steria starts to achieve international scope: the Group. subsidiary created in Switzerland. 1999 Listed on the Second Marché of the Paris Stock 1981 Hired as prime contractor for Télétel 3V project, Exchange. marking the launch of Minitel services in France. 2000 Acquisitions of Tecsi and Groupe Eqip. 1986 Largest export contract ever awarded to a French IT service provider awarded to computerise all Acquisition of Experian’s managed services Saudi Arabia Central Bank operations. activity.

1987 Steria strengthens its strategic positioning on 2001 Acquisition of Bull’s core service activities in systems integration and managed services. Europe (Integris): United Kingdom, Germany, Denmark, Norway, Sweden, Belgium, Large-scale projects carried out, such as the Luxembourg, Switzerland and Spain. driverless trains on the Paris RER Line A. 2002 Group General Management: Séverin Cabannes 1990-1993 Subsidiaries created and offices opened in joins group in June 2002 as Deputy CEO. Germany, Spain and Saudi Arabia.

Developed information system for Jakarta airport.

Steria - Financial Report 2002 5 3 Financial Highlights 2002

2000 2001 2002 M€ M€ M€ Revenue 388.70 509.40 1,017.80 Operating profit after equity interest 24.61 35.99 30.10 Return on sales % 6.33 7.06 2.96 Net profit (before goodwill amortisation) 16.80 22.75 13.45 % of revenue 4.32 4.50 1.32 Net profit (group share) 15.94 19.11 8.85 % of revenue 4.10 3.75 0.87 Earnings per share (before goodwill amortisation) 1.14 1.49 0.80 Earnings per share (after goodwill amortisation) 1,08 1.26 0.53 Shares issued at year-end 14,721,684 (*) 15,302,674 (**) 17,408,670 Average number of employees 4,220 5,200 8,367

(*) number of shares updated to take into account the 3 for 1 stock split in 2001. (**) before the creation of shares to compensate for the Iota contribution on 28/12/2001.

4 Groupe Steria SCA and the Stock Market

STOCK MARKET DATA Paris Stock Exchange (Euroclear 7291). Groupe Steria SCA has been a listed company since 1999. At 31 December 2002,the group’s capital comprised 17,408,670 The following table shows changes in Groupe Steria SCA’s quoted nominal shares of 1 €, listed on the “Premier Marché” of the market price since 1 January 2001.

2001 01* 02* 03* 04* 05 06 07 08 09 10 11 12 Average volume traded/day 9,190 9,550 4,826 6,661 1,4452 4,977 2,990 9,568 27,995 31,220 43,751 44,122 Highest € 49.63 53.67 53.00 48.97 48.50 43.23 39.17 40.00 34.60 30.00 32.90 34.50 Lowest € 34.00 46.30 35.40 37.30 34.83 33.73 31.67 34.00 18.55 22.41 22.10 27.80 Capital in millions of euros (1) 26.97 28.50 14.20 17.07 39.30 11.74 7.20 7.92 14.44 19.02 27.81 20.31

2002 01 02 03 04 05 06 07 08 09 10 11 12 Average volume traded/day 22,072 21,510 81,506 24,160 40,744 26,427 21,706 12,692 29,302 41,343 19,644 19,557 Highest € 34.50 33.49 38.80 37.85 35.80 22.00 18.68 17.79 15.69 13.50 16.95 16.00 Lowest € 29.90 28.06 31.56 33.91 19.74 16.20 11.58 11.50 4.80 5.63 11.10 10.15 Capital in millions of euros (1) 15.78 13.07 56.52 18.43 23.76 10.24 7.26 4.00 5.24 8.82 5.58 5.27

2003 01 02 03 04 Average volume traded/day 15,790 17,006 27,636 64,669 Highest € 14.50 14.70 13.45 15.60 Lowest € 11.25 10.31 9.80 11.81 Capital in millions of euros (1) 4.48 4.29 6.92 18.17

(1) amount of capital traded in the month

* in updated shares after multiplying number of shares by 3 following stock split.

6 Financial Report 2002 - Steria Group Presentation

STERIA GROUP SHARE PRICE (EUROS, FIXED PARITY)

55 50 45 40 35 30 25 20 15 10 5 0 1Q 2001 2Q 2001 3Q 2001 4Q 2001 1Q 2002 2Q 2002 3Q 2002 4Q 2002 1Q 2003

Steria (Groupe) Source JCF Quant

DIVIDENDS PAID SINCE GROUPE STERIA FINANCIAL INFORMATION SCA LISTING (IN EUROS) • Financial information manager:

SHARE OF INCOME ALLOCATED TO LIMITED PARTNER SHAREHOLDERS: Mr Yves Rouilly Chief Strategy Officer Dividend Tax credit Steria - 46 rue Camille Desmoulins Fiscal year 1999 0,00 0,00 (*) 92130 - Issy-les-Moulineaux, France Fiscal year 2000 (after reduction of nominal) 0.16 0.08 (*) Tel: + 33 1 34 88 61 95 Fiscal year 2001 0.18 0.09 (*) Fax: + 33 1 34 88 62 00 E-mail: [email protected] (*) private individuals Site Internet: www.steria.com

SHARE OF INCOME ALLOCATED TO GENERAL PARTNERS Legal documents (articles of association, minutes of general PURSUANT TO ARTICLE 20 OF THE ARTICLES OF ASSOCIATION: meetings, auditors’ reports, etc.) can be consulted at the Legal Department, Corporate Law branch at Group Steria SCA Head Fiscal year 1999 48,057 24,028 (*) Office. Fiscal year 2000 (after reduction of nominal) 145,556 72,778 (*) Fiscal year 2001 306,593 153,296 (*) • Financial information calendar: (*) private individuals

14/05/2003: Q1 2003 revenue

4/06/2003: Annual General Meeting at Hotel Meurice (Paris)

13/08/2003: Q2 2003 revenue

24/09/2003: H1 2003 results

13/11/2003: Q3 2003 revenue

Steria - Financial Report 2002 7 Group Activities

1 Markets

Following a period of two-digit growth between 1995 and 2001, At the same time, customer demand is veering towards consoli- characterised by the emergence of new Internet-related techno- dation and optimisation of their information systems, partial or logies, high customer demand and a lack of resources, the total outsourcing of infrastructures and IT applications as well European IT services market entered a new cycle at the end of as bolstering system and network security. 2001.The result of this was twofold:a maturing of the sector and a more difficult European economic situation. The differences In these market conditions,major IT service players such as Steria, between the previous and the new cycle are as follows: which generate revenue over the billion euro mark in Europe, respond successfully to European key accounts’ needs with: • a slowdown in technological innovations; • end-to-end services offer:consulting,development,operation, • customers demand a rapid return on IT service investments; systems integration and managed services;

• growth, which although weaker, remains significant, with a • industrialised solutions; yearly average over the next five years which is forecasted at between 5% and 10% by the sector’s research bodies (Gartner, • a project and risk control culture; IDC, PAC). • presence in the main European countries, ensuring proximity This has led to strengthened competition, a greater selectivity to customers. concerning IT services suppliers by customers and increasing pressure on prices.

2 Steria Group’s Core Businesses

Steria provides consulting, systems integration and managed ment of a complete system by the prime contractor, incorpo- services for its customers IT Systems: rating specific developments and heterogeneous elements from different vendors. This service therefore includes the •Consulting services are provided upstream of Steria’s proposals. selection of the software packages, the configuration and They help customers to make choices relating to their informa- integration of these software packages, the development of tion systems,defining requirements and system architectures “modules”for specific programs,the development of interfaces or implementing optimum solutions. The expert consultants with existing customer applications, and finally, the optimi- deployed on these missions are experienced professionals with sation of the customer’s information system in its new expert knowledge of the specific features of the sectors in configuration. which they work. They are involved in drawing up Steria’s “leading offers” and are incorporated into operational units •Managed services can be broken down into different,comple- in order to foster synergies between consulting and develop- mentary units,ranging from “partial”managed services - which ment activities. Steria includes in the “Soft Outsourcing” offering - to “end- to-end” managed services, with all aspects of the customer’s • Systems integration, based on a statement of requirements information system managed by Steria.Finally,Steria can also provided by the customer, involves the design and develop- provide services for the outsourcing of a company function in

8 Financial Report 2002 - Steria Group Activities

its entirety (accounting,finance,procurement,human resources, BREAKDOWN OF REVENUE BY CONTRACT TYPE (IN %) etc.) thanks to its new Business Process Outsourcing (BPO) solution.As the service provider,Steria undertakes to optimi- 2000 2001 2002 se the cost of operations and the quality of the service delivered Time & Materials 51 54 37 to users. Fixed price 49 46 63

BREAKDOWN OF REVENUE BY CORE BUSINESS On these sectors, Steria is competing against and, sometimes 2000 2001 2002 partnering,with the leading companies in the market:IBM Global M € %rev. M € %rev. M € %rev. Service,EDS,Accenture,Cap Gemini,Ernst & Young,Atos-Origin, Systems integration* 250 64 305 60 580 57 etc. Managed services** 139 36 204 40 438 43 TOTAL 389 100 509 100 1,018 100 Steria group’s five largest customers represent around 20% of revenue. * including TAM (Third Party Applications Maintenance) and consulting ** including consulting Steria is pursuing an active partnership policy both with leading software publishers and with customers, industrial players or BREAKDOWN OF REVENUE BY GEOGRAPHIC AREA for fiscal even other IT services providers,often within dedicated structures. year 2002, following the acquisition of Integris’ European Steria also maintains relationships with a network of speciali- business (prior year data is not material) sed companies that are subcontractors in projects that Steria is (in thousands of euros) France Great Rest Group managing. Subcontracting is used for both systems integration Britain of Europe total and managed services projects. Revenue 431,083 247,837 338,915 1,017,835 % of revenue 42.4% 24.3% 33.3% 100%

BREAKDOWN OF REVENUE BY SECTOR

2000 2001 2002 M € %rev. M € %rev. M € %rev. Banking & Finance 79 20 102 20 197 19 Telecommunications 77 20 87 17 140 14 Manufacturing & Transport 117 30 163 32 263 26 Insurance & Services 116 30 157 31 418 41 TOTAL 389 100 509 100 1,018 100

3 Investment and Innovation

• The main investments made by Group companies, excluding The net value at 31/12/2002 was €13.61M. All the other sites moves to acquire new companies, concerned IT equipment, used by Steria or its subsidiaries are rented. licences, and office furniture and equipment (see Note 4.4 in the appendix to the consolidated financial statements). • Innovation: Steria and its subsidiaries are constantly seeking to capitalise upon the skills acquired and to drive innovation. • Steria has signed a lease agreement with UNICOMI regarding This effort is coordinated as part of programmes to standardi- the purchase of the company’s corporate headquarters in Vélizy- se the components of the Group’s general offers and services, Villacoublay (France). This contract was signed in June 1990 by way of specialised groups of experts and consultants, and for a 20-year period, with an initial investment of €20M, task forces working on the marketing and development of offers. covering a useful surface area of around 8,000m2.

Steria - Financial Report 2002 9 4 Human Resources

With its unique high level of employee shareholding, Steria TRAINING continues to uphold strong human values through its new European scope, making it a highly attractive employer for IT Steria’s training programmes are composed of two-thirds techni- professionals, providing respect, simplicity, creativity, openness cal training (consulting, new technologies, methods and tools, and independence. Steria was ranked the third most popular IT industrial processes, etc.) and one-third “know-how” training services provider by French IT professionals (01 Informatique/Ipsos (project management, leadership, communications, sales and survey, March 2002). Furthermore, the Group has launched a marketing, customer knowledge, etc.) because in a service new corporate project to rally all of its employees around one company,an open mind and team spirit are essential. In line with vision, one ambition and shared values. This participative and the European integration process, managers from new entities trans-national approach aims to foster exchanges between that have joined the group are given specific training on how to businesses,cultures and generations,promoting mobility,creati- manage profit centres.This training aims to enable these managers vity and consensus.With a strong presence across Europe,Steria to understand the company ethos as well as to understand the is strengthening its human resources policy through a range of methods and tools needed to do their job effectively. actions. It focuses on four key areas:Steria’s performance mode,business development, managing a profit centre and developing human PERFORMANCE MANAGEMENT AND resources. CAREER DEVELOPMENT Finally, the Steria Development Institute - the Group’s manage- Steria’s performance management policy is based on the defini- ment school - is currently being set up and will seek to develop tion of clear objectives and the evaluation of skills and behaviours. managers’ skills and ability to work on international projects. The annual performance appraisals carried out by the The school will welcome sector heads, profit centre managers, Management enable each employee to benefit from a personal project managers, sales associates, etc. development plan in line with the Group’s strong commitment to growth. EMPLOYEE PROFIT-SHARING AND Furthermore, Steria pays particular attention to career develop- SHAREHOLDING ment,and has implemented a range of tools to provide employees with visibility on career development,fostering internal promotion A shareholding agreement concerning employees of group and international mobility. The Company Resource Evaluation companies was signed on 25 April 2003. and Development Committee is a fine example of the “hands- on” approach promoted by Steria, drawing up an inventory of The annual shareholding total is calculated on the taxable net the skills and potential of all employees in order to better manage profit of member companies and divided identically between all mobility. eligible parties regardless of the company to which they belong. The following table shows the amounts allocated to shareholding over the last 5 fiscal years:

In millions of euros 1998 1999 2000 2001 2002 Shareholding 1,045 2,295 2,577 2,453 500

5 Risks and Coverage

THE MAIN RISKS FOR THE GROUP ARE AS FOLLOWS: amount covered by the contract. Moreover, all of these fixed price projects are covered by a monthly tracking system,which, • Failure to comply with a commitment to results: Steria and its if a negative margin is forecast,requires an accounting provision subsidiaries conduct part of their business under contracts to be made to cover any loss on completion of the contract. with a commitment to results and therefore with an associa- The risks that have been identified are tracked specifically by ted risk. In general, to handle this risk, a reserve is set aside the Operations Department,which will be able to recommend at the beginning of the project of approximately 10% of the any further provisions that may be needed.

10 Financial Report 2002 - Steria Group Activities

• Exposure to currency fluctuations and interest rate risk: the • Industrial and environmental risks: none contract portfolio is in euros and other European currencies. Exposure to currency fluctuations is very limited;the group has • Insurance and risk management: all group companies are not set up a general hedging system. Net financial debt covered by a civil liability insurance policy,taken out with AXA. (excluding leasing) is variable.Excess cash is invested in a cash The indemnity ceiling was set at €30,490,000 with up to Sicav (unit trust) or equivalent product. €15,245,000 per claim.

• The group did not use any derivative products in 2002. • Similarly, all group companies are covered by a global P&C (Property and Casualty) policy (including earnings loss).The • Disputes and arbitrage: to the company’s knowledge, there are indemnity ceiling has been set at €106,714,000. no disputes,arbitrations or exceptional facts likely to have or have had in the recent past a significant impact on the financial position, • Other specific risks: none earnings, business and assets of the company or the group.

6 Management Report and Resolutions Presented at the Combined General Meeting of 4 June 2003

MANAGEMENT REPORT: RECENT It was in this particularly difficult climate that the group carried DEVELOPMENTS AND OUTLOOK out the integration of the European entities acquired at the end of 2001 in Germany,Belgium,Switzerland,Spain,Sweden,Norway Dear Ladies and Gentlemen, and Denmark. This series of operations was completed by the We have called this General Meeting in compliance with the definitive acquisition of Bull group’s services business in Great provisions of the law and our company’s articles of association Britain (Integris) at the end of March 2002. As the transfer of in order to ask you to approve the financial statements at contracts at that date was practically 100% completed, the 31 December 2002,and also in order to inform you of the authori- required conditions for this purchase were fulfilled.As a result, sations to be granted to the management as part of a share Bull SA exercised its subscription rights corresponding to the repurchase program. stock purchase warrant issued at the Extraordinary General Meeting of 28 December 2001. After adjustment according to The required notifications to attend were sent to you in accordan- assets and liabilities actually transferred,1,122,930 shares were ce with the rules,and all the documents required by the regulations subscribed at nominal value by Bull SA on 26 June 2002. The € in force were put at your disposal within the legally-required services business in Great Britain represents around 300M of time. revenue over a full year,mainly through managed services activities over several years.

Group Management Report The Steria group’s overall “pro forma full year”revenue totalled €1,070M, with 40% in France, 28% in the United Kingdom and 32% in the rest of Europe.This is divided in approximately equal a) Fiscal year 2002 situation proportions between the group’s two main core businesses - Fiscal year 2002 for the Steria group was characterised by the systems integration, and managed services with third-party successful integration of the ex-Integris entities, resulting in a application maintenance. doubling of consolidated revenue, despite a particularly sluggi- sh economic situation. Consolidated revenue, which does not include the first quarter “Managed Services”business in Great Britain,totalled €1,017.8M € Indeed, it is necessary to first underline the extent and speed of as against revenue of 509.4M in 2001. However, pro forma the turnaround on the IT market,particularly in systems integra- 2002 revenue on the 2001 group structure basis stood at € tion and IT developments. 490.6M.This slight decrease reflected the difficulties experienced in the French market. A growth of over 11% in 2001 in the market accessible to IT € services companies was followed by market stagnation,and even Operating revenue totalled 1,023.3M.Set against total charges € € € a slight regression in 2002.The whole of Europe was affected by of 993.2M,operating profit totalled 30.1M,as against 36M this turnaround. in 2001. Return on sales was thus 3%.

Steria - Financial Report 2002 11 This result was obtained following a major restructuring of all b) Predicted development and outlook business acquired in Europe,in line with what had been planned The main goal for fiscal year 2003 is to improve the return on at the acquisition stage. It was also helped by efforts made to sales for group entities.As market conditions are likely to remain adapt to the new market conditions in France, characterised by difficult throughout the year, this profitability increase must be a drastic reduction in recruitment and a streamlining of structures. pursued through: • strict control of structure costs, Overall,the number of group employees fell from 9,100 to 8,120 • enhancing the value of the group’s offers in high-potential during 2002.The cost of these operations in Europe was covered areas (e-government, security, healthcare, outsourcing, etc.), by the restructuring provision constituted during the Steria Iota • a more aggressive sales policy. acquisition, a holding company including ex-Integris subsidiaries.However,a small percentage of these costs was not eligible In order to meet these objectives, a programme involving the for inclusion in restructuring costs and is posted as an extraor- simplification of the group’s legal structure is being implemen- dinary loss for the fiscal year. ted in a bid to reduce the number of operational subsidiaries, especially in Belgium, Germany, Spain and France. In light of a negative financial result of €4.7M,including a €1.2M provision on the current loan to the Argentinian subsidiary and At the same time,the European organisation of Data processing € 1.1M of provisions on own shares, current income stood at centres is being set up with a dual goal of improving service € 25.5M. and realising economies of scale. € After taking into account an extraordinary loss of 5.4M and a The group’s budgeted revenue for 2003 is €1,070M. tax expense of €6.6M, the net profit of the companies integrated totalled €13.5M as against €22.7M in 2001. c) Important events since the close of the accounts for the previous year Steria Iota’s goodwill, after allocation of identifiable assets and liabilities, including €92.9M in market share, totalled €44.5M. The main event occurring since the beginning of the fiscal year This is amortised in line with the group rules,over 20 years,giving was external to the company and concerns the overall economic a depreciation expense of €2.2M. context, which will experience a very weak growth rate in 2003 (below 1%) and accordingly,stagnation or decline in the European In light of the previously noted amortisation of goodwill and an IT services market. In this downward context, all profitability extraordinary amortisation of €1.1M, the total amortisation of enhancing activities have been boosted. goodwill was €4.6M. Several operations to simplify the legal system have already been Consequently,consolidated net profit totalled €8.9M as against carried out in Switzerland, Belgium and Spain, with others in €19.1M in 2001, with net profit per share down from €1.26 to progress. €0.53. Furthermore, in France, Steria now holds 100% of BSGL after The consolidated balance sheet presented in this document shows purchasing the 49% held by minority shareholders.On the other shareholders’ equity of €176m and total provisions for risks and hand, following certain agreements, Steria sold 7% of Intest. Its charges of €114.1M,including €38.2M in retirement provisions. 49% stake in this company is set to decrease.

Fixed assets stood at €220M, including €105.7M in intangible In addition, many of Steria’s Parisian entities and the group’s assets (mainly in market share) and €58.1M in goodwill. General Management moved to a brand new rented building in Issy-les-Moulineaux in the first quarter of 2003.From an operatio- Given the substantial improvement in working capital , the group’s nal point of view,bringing the entities closer together will facilitate net cash remained positive after using €19M in credit lines synergies between the teams working in systems integration and through factoring. managed services.

12 Financial Report 2002 - Steria Group Activities

Groupe Steria SCA activities After factoring in retained earnings, the balance available is therefore €16,424,242.31. Our company performs a holding role only. Once final operations concerning the acquisition of the services We propose the payment of a dividend of €0.18 per share, i.e. activities in Britain had been completed, Groupe Steria SCA a maximum of €3,133,560.60,and the allocation of the balance granted Steria SA full ownership of Steria Iota, a company that of €13,290,681.71 to retained earnings. wholly owns all entities acquired from the Bull group. Steria SA thus directly owns all the group’s operational companies. Over the last three fiscal years,dividend payments were as follows (amounts in €): Like the previous year, operating expenses totalled €0.5M.The financial result includes cash investment income (in current Dividend Tax Credit account for Steria SA) and dividends paid by its subsidiary,totalling Fiscal year 1999 0 0 €5.5M,with €1.1M recorded as expenses for provisions on own Fiscal year 2000 (after reduction of nominal) 0.16 0.08 (*) shares. Fiscal year 2001 0.18 0.09 (*)

Reflecting a favourable impact of the tax consolidation system (*) private individuals of €1.1M, the holding posted a net profit of €5M. Pursuant to Article 20 of the articles of association, the following dividend payments were made to General Partners: As the company carries out a holding activity, it is not necessary to draw up a report on social and environmental aspects. Dividend Tax Credit Fiscal year 1999 48,057 24,028 (*) Fiscal year 2000 (after reduction of nominal) 145,556 72,778 (*) Corporate capital information Fiscal year 2001 306,593 153,296 (*)

The total number of Group Steria SCA shares was 17,408,670 (*) private individuals at a nominal value of €1 at 31/12/2002.

Pursuant to Article L 233-13 of the French Code de Commerce, - Earnings table for the last five years our company’s shareholders were as follows at 31/12/2002: Pursuant to the provisions set forth in Article 148 of the French • FCPE (Mutual Fund) 14.6% government decree dated 23 March 1967, this report is provided • Jean Carteron 10.2% with the table presenting the earnings of our Company over each • Bull 6.5% of the last five years. • Groupe Steria SCA (self-owned) 0.3% • Public 63.8% Consolidated financial statements • Employees, direct ownership (nominative) 4.6% The company established the consolidated financial statements This breakdown reflects the capital increases carried out over with the following companies: Steria SA and Stepar SARL. the course of the year, following employees’ exercise of their stock options and Bull’s exercise of its stock purchase warrant These consolidated financial statements, which have previous- linked to the successful completion of the transfer of service ly been presented to you and which we are submitting to you for activities in the UK. approval, show a consolidated net profit of €8,852K.

Agreements set forth in Article L 225-38 of Earnings - Appropriation the French Code de Commerce

- Proposed appropriation of earnings We also request that you approve the provisions set forth in Article L 225-38 of the French Code de Commerce, which were The financial statements that have been submitted for your authorised by your Supervisory Board on a regular basis over the approval post a net profit for the year of €4,991,407.74, from past fiscal year. which €249,571 is to be deducted for the statutory reserve. Your statutory auditors have been duly advised of these conven- Pursuant to Article 20 of the articles of association, a dividend tions, which they have described in their special report. of €142,255 must be paid out to the General Partners.

Steria - Financial Report 2002 13 Programme to redeem company shares We propose the appointment of Mrs Brigitte Geny,based at Tour Franklin, La Défense 8, 101 Terrasse Boieldieu - 92042 Paris La On 28 May 2002, our Company’s General Meeting authorised Défense Cedex as new Substitute Statutory Auditor for the rest the Management to redeem company shares. of her predecessor’s mandate.This mandate runs until the Ordinary General Meeting convened to approve the financial statements In accordance with Article L 225-211 of the French Code de closed at 31 December 2004. Commerce,relating to redemption operations carried out by the company on its own shares, we inform you that at 31/12/2002, b) Information concerning the corporate mandate 59,665 shares of the Groupe Steria SCA were held by the company holders for a total value of €760K (evaluated according to the current Pursuant to the provisions set forth in Article L 225-102-1 of the price on date of account closing), corresponding to a nominal French Code de Commerce,we will present details of the compen- value of €59,665. No redemption or selling operations were sation packages and any other benefits of any kind paid over the carried out during the fiscal year. year to each corporate mandate holder by the Company and by other Companies controlled by your Company in accordance with Over the coming months, it would be advisable to maintain this Article L 233-16 of the French Code de Commerce. system provided for by the French Code de Commerce.A resolution has been proposed to you to this effect, setting a maximum The following payments were made last year: purchase price of €50 and a minimum selling price of €10.

The aim of the redemption programme is based on purchasing • Mr Jean Carteron, Manager and selling according to market conditions, the redemption of paid by Groupe Steria SCA €72,290 shares on an exchange or payment basis,especially in the scope pension contribution paid by Group Steria SCA €5,597 of external growth operations, and the cancellation of acquired • Mr Eric Hayat shares,subject to the adoption of the tenth extraordinary resolu- Chairman of the Supervisory Board tion featuring on the agenda of today’s General Meeting. paid by Groupe Steria SCA €111,258 paid by Steria €74,172 The maximum number of shares concerned cannot exceed 10% stock options granted by Groupe Steria SCA 7 000 of the total number of shares and the maximum accumulated amount for purchase operations may not exceed €50,000,000. • Mr Yves Rouilly paid by Steria €161,038 stock options granted by Groupe Steria SCA 7 000 The duration of this authorisation shall be 18 months.The purchased shares may be sold by any means or cancelled by a capital • Mr Christian Colmant reduction. paid by Steria €108,605 stock options granted by Groupe Steria SCA 3 000 Corporate administration Director’s fees paid to Supervisory Board members by the a) Mandates company: - Appointment of replacement Statutory Auditors. • Mr Elie Cohen €12,200 Owing to a reorganisation of its functions, the company Barbier • Mr Michel Ritout €3,050 Frinault & Associés (Ernst & Young) no longer wishes to fulfil € the function of Statutory Auditor and presents its resignation at • Mr Charles Paris de Bollardière 6,100 this General Meeting. • Mr Noël Talagrand €6,100

We propose the appointment of Barbier Frinault & CIE (Ernst & The list of mandates and functions performed by directors and Young), with headquarters at Tour Franklin La Défense 8, 101 corporate mandate holders in any Company during the fiscal Terrasse Boieldieu - 92042 Paris La Défense Cedex as new Statutory year are appended hereafter. Auditor.This company shall replace Barbier Frinault & Associés for the remainder of the current mandate, which is until the end Pursuant to the provisions of Article L 225-184 of the French Code of the Ordinary General Meeting convened to approve the financial de Commerce, the Management team informs you in its special statements of the fiscal year ended at 31 December 2004. report of any operations carried out concerning stock options.

Mr Philippe Mongin, Substitute Statutory Auditor for Barbier The Management team requests that you adopt the resolutions Frinault & Associés has submitted his resignation. to be voted upon.

14 Financial Report 2002 - Steria Group Activities

APPENDIX: LIST OF MANDATES AND FUNCTIONS AT 31/12/2002

Management: • Manager of Strader SARL • Manager of SCI Lapuli Jean Carteron • Member of the Strategic Committee at Soderi SAS • Groupe Steria SCA, Manager and General Partner • Vice-Chairman of Soderi SAS • Steria SA, Honorary Chairman and Director • Official permanent representative of Steria SA at General • Chairman of Soderi SAS Meetings of Gie Eurocis • Director of Dictis SA • Director of Steria Iberica SA (Spain) • Director of Dictao SA • Permanent representative of Stepar SARL on the Board of • Co-manager of Strader SARL Directors at Cieria (Ivory Coast) • Chairman of Steria SA/ NV (Belgium) • Chairman and Director of Soberi Belgium Supervisory Board members: Soderi SAS • Manager and General Partner of Groupe Steria SCA Eric Hayat represented by Claude Lacour residing at • Chairman and member of the Groupe Steria SCA Supervisory 133, boulevard Montparnasse - 75006 Paris, France Board • Director of Steria SA Mr Claude Lacour also performs the following mandates: • Permanent representative of Steria SA on the Board of • Permanent representative of Soderi, co-managing company, Directors at Medsoft (Tunisia) General Partner of Groupe Steria SCA • Chairman and Director of Steria Sud America (Argentina) • Permanent representative of Groupe Steria SCA on the • Chairman of the Medef’s “Innovation, Research and New Board of Directors at Steria SA Technologies” taskforce since 1999 • Chairman of the Board of Directors and Director of Steria • Chairman of the Groupement d’Intérêt Public on Infogerance SA “Modernisation des déclarations sociales” • Chairman and CEO and Director of Sternet SA • Chairman of the Fédération Syntec • Chairman and member of the Supervisory Board at • Supervisor on the Board of Directors at France Télécoms Travelsoft SA • Chairman of the Chambre de Commerce et d’Industrie de • Permanent representative of Steria SA on the Board of Paris Centre d’Observation Economique Directors at In Test SA • Chairman of I-Space (association promoting innovation and • Permanent representative of Stepar SARL on the Board of development for the use of space) Directors at Clearsy SAS • Elected member of the Chambre de Commerce et d’Industrie • Permanent representative of Stepar SARL on the Board of de Paris. Directors at Steria User Care Management SA • Permanent representative of Stepar SARL on the Board of Directors at BSGL SA • Permanent representative of Stepar SARL on the Board of Directors at Groupe Equip SA • Permanent representative of Steria on the Board of Directors at SRPB SA • Manager of Stepar SARL

Steria - Financial Report 2002 15 Yves Rouilly Elie Cohen • Member of the Groupe Steria SCA Supervisory Board • Member of the Groupe Steria SCA Supervisory Board • Member of the Strategic Committee at Soderi SAS • Director of A.R.E.S.E • Director of Steria Info Gerence SA • Head of Strategy and Alliances within the Steria group Christian Colmant • Director of Soberi Belgium • Member of the Groupe Steria SCA Supervisory Board • Member of the Steering Committee at Soderi SAS Michel Ritout • Representative of Soderi SAS in the Temis SAS • Member of the Groupe Steria SCA Supervisory Board executive office • Chairman of the Steria Fond Commun de Placement Noël Talagrand Entreprise (company mutual fund) Supervisory Board • Member of the Groupe Steria SCA Supervisory Board • Director of Aries Group Jacques Bentz • Director of Groupement des Industries • Member of the Groupe Steria SCA Supervisory Board Mecaniques • Chairman and member of the Supervisory Board • Groupe Tivoly : at Linedata Service - Member of the Holding Tivoly Supervisory Board • Manager of Tecnet Participations - Chairman of the Tivoly SA Management Board • Director of Ipanema Technologies - Director of Tivoly INC (USA) • Chairman of the Danet GmbH Supervisory Board (Germany) - Director of Neco (Spain) - Director of Tivoly SPA • Member of the Mob Supervisory Board

Charles Paris de Bollardière • Member of the Groupe Steria SCA Supervisory Board • Groupe Totalfinaelf : - Chairman and Director of Financière Haussmann Messine SAS - Chairman and CEO of Sofax Banque SA - Chairman and CEO of Totalfinaelf Capital SA - Chairman of Total Finance SAS - Non-shareholding manager of Rouvray Immobilier SNC - Director of Société Financière d’Auteil SA - Chairman of VGF SAS

16 Financial Report 2002 - Steria Group Activities

Income from the last five years

(In euros) Closing date 31/12/02 31/12/01 31/12/00 31/12/99 31/12/98 Duration of the accounting period (months) 12 12 12 12 12

CAPITAL AT YEAR-END Corporate capital 17,408,670 16,205,190 14,962,042 13,063,564 6,702,634 Number of shares - common shares 17,408,670 16,205,190 4,907,228 * 4,284,568 * 439,664 Maximum number of future shares to be created 705,100 797,910 187,090 * 96,750 *

OPERATIONS AND INCOME Income before tax, profit sharing, depreciation allowance and provisions 13,300,280 7,925,625 4,741,386 (143,053) (28,858) Income tax (1,092,593) (2,701,913) (113,052) 1,524 762 Depreciation allowance and provisions 9,401,465 37,656 2,575 (1,830,798) (1,562,602) Net profit 4,991,408 10,589,882 4,851,863 1,686,221 1 532 982

EARNINGS PER SHARE Income after tax, profit sharing, before depreciation allowance and provisions 0.23 0.66 0.97 (0.03) (0,07) Income after tax, profit sharing, depreciation allowance and provisions 0.29 0.65 0.97 0.39 3,49

PERSONNEL Payroll expenses 197,922 176,768 499,977 117,463 75,240 Sums paid for social benefits (social security, charities, etc.) 43,674 39,225 133,873 8,949

* Before the 3 for 1 stock split

Steria - Financial Report 2002 17 RESOLUTIONS PRESENTED AT THE COMBINED GENERAL MEETING OF 4 JUNE 2003

Resolutions falling within the remit of the ordinary general meeting

First Resolution Groupe Steria shares owned by the Company on the date of payment will not be able to exercise their right to a dividend and (Approval of financial statements) the corresponding amount will be allocated to “Retained earnings”. The General Meeting, after having heard the reading of the Management report, the Supervisory Board report, and the Allocation of the balance of €13,290,681.71 to Retained earnings. Statutory Auditors report, approves the annual financial statements, i.e. the balance sheet, income statement and notes This dividend will be paid in cash as of 4 July 2003. to the accounts for the year ended 31 December 2002, as they have been presented, and the operations recorded in these Pursuant to Article 243 bis of the Code Général des Impôts, accounts and summarised in these reports. the dividends distributed over the previous three years and the corresponding tax credit were as follows: The General Meeting takes note of the absence of non-deductible expenses and charges from the profits subject to corporation tax for the past accounting period, pursuant to Article 39-4 of the 1. SHARE OF INCOME ALLOCATED TO LIMITED PARTNER SHAREHOLDERS: Code Général des Impôts (General Tax Code). Net dividend/ Tax credit/ As a result, for the year ended 31 December 2002, it discharges share share Fiscal year in € in € all directors from any liability arising from the Management of 31 December 1999 0,00 0,00 (*) the Company. 31 December 2000 (after reduction of nominal) 0.16 0.08 (*) 31 December 2001 0.18 0.09 (*) Second Resolution (*) private individuals

(Appropriation of earnings) 2. SHARE OF INCOME ALLOCATED TO GENERAL PARTNERS PURSUANT TO ARTICLE 20 OF THE ARTICLES OF ASSOCIATION:

The General Meeting approves the Management’s recommen- Net dividend Tax credit dations and after having taken note that the accounts showed Fiscal year in € in € a profit of €4,991,407.74,proposes the following appropriation 31 December 1999 48,057 24,028 (*) of earnings: 31 December 2000 (after reduction of nominal) 145,556 72,778 (*) Profit for the year €4,991,407.74 31 December 2001 306,593 153,296 (*) Legal reserve €249,571.00 (*) private individuals Share of the income allocated to general partners €142,255.00 Third Resolution Balance available €4,599,581.74 Retained earnings €11,824,660.57 (Approval of the consolidated financial statements) €16,424,242.31 Dividends to limited partner shareholders €3,133,560.60 Having reviewed the Management report,the Supervisory Board report and the Statutory Auditors report, the General Meeting This corresponds to the distribution of a dividend of €0.18 per approves the consolidated financial statements as they have share with a tax credit according to the terms in force, for a been set out as well as the operations covered in these accounts maximum of 17,408,670 shares with a nominal value of €1.The and summarised in these reports.

18 Financial Report 2002 - Steria Resolutions

Fourth Resolution Eighth Resolution (Approval of the regulated conventions) (Appointment of a new Substitute Statutory Auditor) Having heard the reading of the Statutory Auditors special report on the Conventions set out in Article L 225-38 of the French Code The General Meeting, at the Management’s proposal, decides de Commerce, the General Meeting approves the aforementio- to appoint Mrs Brigitte Geny as Substitute Statutory Auditor, ned conventions. replacing Mr Philippe Mongin. Mrs Geny,based at Tour Franklin La Défense 8, 101 Terrasse Boieldieu, 92042 Paris La Défense Cedex,will be substitute statutory auditor for the remainder of Fifth Resolution her predecessor’s mandate, i.e. until the General Meeting convened to approve the financial statements of the fiscal year (Acknowledgement of resignation of a ended 31 December 2004. Statutory Auditor)

Having heard the reading of the Management report and the Ninth Resolution Supervisory Board report,the General Meeting notes the resignation of the company Barbier Frinault & Associés from its functions (Authorisation given to the Management as Statutory Auditor. to trade company shares)

In accordance with the provisions of Article L.225-209 of the Sixth Resolution French Code de Commerce,after hearing the Management report and the Supervisory Board report,and after viewing the informa- (Acknowledgement of resignation of a tion contained in the prospectus submitted to the COB (French Substitute Statutory Auditor) securities and exchange commission), the General Meeting decided to authorise the Company to proceed with the redemp- Having heard the reading of the Management report and the tion of its own shares in order to pursue the following objectives, Supervisory Board report,the General Meeting notes the resigna- in order of priority: tion of Mr Philippe Mongin from his functions as Substitute Statutory Auditor. - Purchase and sale based on market conditions in compliance with the regulations in force, - The redemption of shares on an exchange or payment basis, Seventh Resolution especially within the scope of external growth operations, in line with stock exchange regulations, (Appointment of a new Statutory Auditor) - The cancellation of acquired shares, subject to the adoption of the tenth extraordinary resolution featuring on today’s General The General Meeting,at the Management’s proposal,decides to Meeting’s agenda. appoint Barbier Frinault & CIE (Ernst & Young) as Statutory Auditor, replacing Barbier Frinault & Associés. Barbier Frinault & CIE, And, subject to the following limitations: headquartered at Tour Franklin La Défense 8, 101 Terrasse Boieldieu, 92042 Paris La Défense Cedex, and registered under I) the maximum purchase price must not be higher than €50 per number 412 829 921 in the Nanterre trade and companies register, share (excluding fees) and the minimum selling price must will be Statutory Auditor for the remainder of its predecessor’s not be less than €10 per share (excluding fees), mandate,i.e.until the General Meeting convened to approve the financial statements of the fiscal year ended 31 December 2004. II) the maximum number of shares that can be purchased within the scope of the present authorisation must not represent more than 10% of the total number of shares making up the Company’s existing corporate capital at the time the purchase programme is used by the Management,

III) the total amount of purchase operations must not exceed €50,000,000 (excluding fees),

Steria - Financial Report 2002 19 IV) the company may purchase, divest or transfer its own shares The present authorisation replaces and supercedes the previous by any means,including by mutual agreement,by units of shares authorisation approved by the Ordinary General Meeting on 28 on one or more occasions and in the proportions and at the May 2002 and will be applicable until 3 December 2004. times that the Management deems suitable. The General Meeting confers full powers on the Management, If there is a capital increase operation, notably with the incorpo- which can ensure as it sees fit that the present authorisation is ration of reserves and the allocation of free shares, stock split carried out, and notably implement the present authorisation, or consolidation, the aforementioned prices will be adjusted carry out all the operations, place any Stock Exchange orders, by a multiplying coefficient equal to the relation between the conclude any agreements to ensure the upkeep of share purcha- number of shares making up the capital before and after the se and sale records and in general fulfil all formalities and operation. requirements.

Resolutions falling within the remit of the extraordinary general meeting

Tenth Resolution The General Meeting sets the validity of this delegation as 5 years from today. (Capital reduction by cancelling purchased shares) All powers are imparted to the Management, with option to delegate, to perform the operation(s) authorised by this resolu- Having reviewed the Management report,the Supervisory Board tion,modify the articles of association and carry out the required report and the Statutory Auditors special report, the General formalities. Meeting authorises the Management to:

- cancel, in compliance with the provisions of the French Code Eleventh Resolution de Commerce on one or more occasions, according to its sole decision, all or some of the own shares held by the Company, (Powers) with a limit of 10% of capital per 24-month period and reduce corporate capital accordingly; The General Meeting gives full powers to the holder of copies or extracts of the present statement to fulfil all legal - post the difference between the purchase value of the cancel- formalities. led shares and their nominal value onto the premiums and available reserves of its choice.

20 Financial Report 2002 - Steria Groupe Steria SCA Accounts

1 Financial Audit Managers

MANDATES

Mandate ending First appointed (OGM reviewing accounts for year ended)

ENTITLED PERSONS Pimpaneau & Associés 18 December 1998 (1) 31 December 2005 Represented by Messrs Bernard Pimpaneau and Olivier Juramie 23, rue Paul Valéry 75016 Paris Barbier Frinault et Associés (Ernst & Young) 17 June 1993 (2) 31 December 2004 Represented by Mr François Rochmann Tour Franklin 92042 Paris-La-Défense 8 Due to the reorganisation of the Ernst & Young group, it is proposed to the General Meeting of 4 June 2003 to acknowledge the replacement of Barbier Frinault & Associés by Barbier Frinault & Cie, Tour Franklin 92042 La Défense Cedex.

SUBSTITUTES Mr Maxime Petiet 16 May 2000 31 December 2005 Tour Franklin 92042 Paris-La Défense Mr Philippe Mongin 17 June 1993 31 December 2004 Tour Franklin 92042 Paris La Défense It is proposed to the General Meeting of 4 June 2003 to acknowledge the resignation of Mr Mongin and appoint Mrs Brigitte Geny, based at Tour Franklin 92042 La Défense Cedex.

(1) continuation of the mandate granted on 18 February 1988 in the name of Mr Pimpaneau himself, under the name of Pimpaneau & Associés. (2) continuation of mandate granted on 17 June 1993 to PGA under the name of Barbier Frinault & Associés.

Steria - Financial Report 2002 21 STATUTORY AUDITORS’ FEES

In thousands of euros BARBIER FRINAULT & ASSOCIÉS PIMPANEAU & ASSOCIÉS Amount % Amount % Audit - Auditing, certification, examination of individual and consolidated annual and half year accounts 295 14.7 142 100 - Additional missions • Work carried out within the scope of the integration and acquisition of Bull Iota 1,419 70.6 • Consolidation support on request 295 14.7 Additional missions sub-total 1,714 85.3 100

Other services • Legal, tax, IT - - Sub-total -- TOTAL 2,009 142

For information: the audit of ex-Integris European subsidiaries was carried out in 2002 by Deloitte Touche Tomatsu.

Their audit fees totalled €598K, with other services totalling €281K for the whole group.

22 Financial Report 2002 - Steria Statutory Auditors’ Report

2 Statutory Auditors’ Report on the Consolidated Financial Statements for the year ended 31 December 2002

BARBIER FRINAULT & ASSOCIÉS PIMPANEAU & ASSOCIÉS (ERNST & YOUNG) Statutory Auditors Statutory Auditors Member of the Compagnie de Versailles Member of the Compagnie de Paris Tour Franklin 23, rue Paul Valéry 92042 Paris-La Défense Cedex 75116 Paris

To all associates of the Steria Group,

In accordance with our appointment as auditors through your We certify that the consolidated financial statements have been General Meeting, we have audited the consolidated financial drawn up in accordance with the generally accepted accounting statements of the Steria Group drawn up in euros for the year principles in France,are consistent and sincere and give a faithful ended 31 December 2002, as set out in the present report. representation of the asset base, the financial situation, as well as the results of the companies included in the consolidation. The consolidated financial statements have been approved by the Management. Our role is to provide an opinion on these We have also verified the information given in the Management financial statements, based on our audit. report pertaining to the group.We have no observation to make on the fairness and consistency of this information in relation We have conducted our audit in accordance with the professio- to the consolidated financial statements. nal standards applicable in France.These standards require that we plan and perform the audit to obtain reasonable assurance that the consolidated financial statements are free of any significant anomalies. An audit involves examining on a test basis evidence supporting the information contained in these statements. An audit also involves assessing the accounting principles used and significant estimates made by the management,as well as evaluating the overall presentation.We believe that our audit provides a reasonable basis for the opinion stated hereafter.

Paris-La Défense and Paris, 15 April 2003 The Statutory Auditors

BARBIER FRINAULT & ASSOCIÉS PIMPANEAU & ASSOCIÉS François Rochmann Bernard Pimpaneau Olivier Juramie

Steria - Financial Report 2002 23 3 Consolidated Financial Statements at 31 December 2002

CONSOLIDATED FINANCIAL STATEMENTS The consolidated financial statements are presented in thousands of euros.

CONSOLIDATED BALANCE SHEET AT 31/12/2002 ASSETS

In thousands of euros 31/12/2002 31/12/2001 31/12/2000 INTANGIBLE ASSETS Goodwill on acquisitions Note 4.1. 58,094 75,121 18,071 Other intangible assets Note 4.2. 105,741 4,099 3,952 TANGIBLE ASSETS Land and buildings Note 4.3. 13,613 14,157 15,674 Other tangible assets Note 4.4. 31,767 22,124 9,465 LONG-TERM INVESTMENTS Non-consolidated equity securities Note 4.5. 1,700 11,760 2,786 Other long-term investments Note 4.6. 9,690 2,519 1,696 TOTAL FIXED ASSETS 220,605 129,780 51,645

INVENTORIES AND WORK IN PROGRESS Note 4.7. 6,133 11,276 273

OPERATING RECEIVABLES Note 4.8. Down-payments to suppliers 891 1,008 1,579 Trade notes and accounts receivable 291,558 281,443 148,071 Customers to be invoiced 92,542 81,137 60,953 Other operating receivables 52,799 44,966 12,941

DEFERRED TAX ASSETS Note 4.9. 22,495 2,234 5,588

INVESTMENT SECURITIES Note 4.10. 921 18,391 24,442

CASH 59,840 44,403 12,144

TOTAL CURRENT ASSETS 527,181 484,858 265,992 Prepaid expenses 11,680 6,843 3,473 TOTAL ASSETS 759,465 621,481 321,111

24 Financial Report 2002 - Steria Consolidated financial statements

LIABILITIES

In thousands of euros

31/12/2002 31/12/2001 31/12/2000 Corporate capital 17,409 16,205 14,962 Premiums 140,151 95,455 52,110 Reserves 5,194 4,823 4,087 Consolidated reserves 3,850 12,476 8,630 INCOME (Group share) 8,852 18,802 15,872

SHAREHOLDERS’ EQUITY (Group) Note 4.11. 175,456 147,761 95,661

MINORITY INTERESTS 551 385 232

OVERALL SHAREHOLDERS’ EQUITY 176,007 148,146 95,893

OTHER SHAREHOLDERS’ EQUITY Note 4.12. 288 288 288

CONTINGENCIES AND LOSS PROVISION Note 4.13. 114,167 89,502 19,037

LOANS & LONG-TERM DEBTS Note 4.14. 31,727 40,117 18,293

BANK BORROWINGS AND BANK CREDIT BALANCE 17,108 14,393 3,820

OPERATING DEBTS Note 4.15.

Down-payments from suppliers 31,909 20,776 10,756 Suppliers 109,957 86,851 39,325 Fiscal and social liabilities 171,961 161,111 103,662 Other operating debts 68,196 14,880 3,835

TOTAL DEBTS 430,858 338,128 179,691 Prepaid income 38,146 45,417 26,201 TOTAL LIABILITIES 759,465 621,481 321,111

Steria - Financial Report 2002 25 CONSOLIDATED INCOME STATEMENT AT 31/12/2002

In thousands of euros 31/12/2002 31/12/2001 31/12/2000 Sales and services provided Note 4.16. 1,017,835 509,436 388,663 Other income Note 4.17. 4,921 1,566 2,271 Expense transfer Note 4.18. 599 2,599 231 TOTAL OPERATING REVENUE 1,023,355 513,601 391,165

Purchases 101,789 18,670 17,769 Other purchases and external expenses 339,716 129,669 92,806 Taxes 15,711 14,113 10,989 Personnel costs 505,980 312,047 237,783 Employee profit sharing 611 2,547 3,163 Depreciation allowances 17,623 7,327 6,389 Net provisions Note 4.19. 11,797 (6,765) (2,342) TOTAL OPERATING EXPENSES 993,227 477,608 366,557

OPERATING PROFIT (1) 30,128 35,993 24,608 % of revenue 2.96 % 7.06 % 6.3 % SHARE FROM JOINT VENTURES - (23) 0

FINANCIAL RESULT Note 4.20. (4,681) (236) 41

CURRENT INCOME FROM CONSOLIDATED COMPANIES 25,447 35,734 24,649

EXTRAORDINARY INCOME/EXPENSES Note 4.21. (5,379) (643) 1,656

INCOME BEFORE TAX AND EMPLOYEE PROFIT-SHARING 20,067 35,091 26,303 FROM CONSOLIDATED COMPANIES

Income tax Note 4.22. 6,618 12,345 9,525

NET PROFIT FROM CONSOLIDATED COMPANIES 13,450 22,746 16,778

Amortisation of goodwill 4,566 3,641 839

CONSOLIDATED NET PROFIT 8,884 19,105 15,939

Group share 8,852 18,802 15,872 Minority share 31 303 67 EPS (euros) Note 4.23. 0.53 1.26 1.08 Diluted EPS (euros) Note 4.23. 0.53 1.23 1.07

(1) Employee profit-sharing was reclassified in the 2000 consolidated incomes statement in the section "Employee profit-sharing", whereas it featured after the extraordinary income/expenses in the accounts published in 2000.

26 Financial Report 2002 - Steria Consolidated financial statements

CONSOLIDATED CASH STATEMENT

In thousands of euros 2002 2001 BUSINESS-RELATED CASH Net profit from integrated companies (Group share) 8,852 18,802 Net profit from integrated companies (minority interests) 32 303

ELIMINATION OF OPERATING EXPENSES AND SALES FROM OPERATIONS WITHOUT IMPACT ON CASH FLOW Amortisation of tangible and intangible assets 22,189 11,222 Increase (decrease) in provisions (30,898) (7,857) Variation in deferred taxes 3,527 3,836 Capital (gain) loss on sale of assets 226 69 GROSS CASH FLOW OF INTEGRATED COMPANIES 3,928 26,375

VARIATION IN WORKING CAPITAL NEEDS Decrease (increase) in stock 10,052 10 Decrease (increase) in customer receivables 7,518 (29,787) Decrease (increase) in other receivables (9,752) (4,437) Increase (decrease) in debt 18,965 21,106 NET CASH GENERATED BY ACTIVITY 30,711 13,267

CASH RELATED TO INVESTMENT OPERATIONS Acquisition of tangible and intangible assets (29,058) (9,033) Disposal of tangible and intangible assets 782 3,088 Increase (decrease) in accounts payable from intangible assets 1,584 (2,135) Reimbursement of loans, deposits and guarantees (7,505) Acquisition of non-consolidated securities (52) (298) Disposal of non-consolidated equity interest 10,000 974 Impact of change in perimeter (1,023) 12,156 NET CASH RELATED TO INVESTMENT OPERATIONS (25,272) 4,752

CHANGE IN FINANCING CASH Increase (decrease) in medium and long-term debt 6,004 (3,654) Decrease in Bull debt (14,393) Dividends to shareholders in the parent company (3,224) (2,491) Cash contribution to capital 1,738 7,683 Acquisition of own shares (265) Disposal of own shares 11 NET CASH RELATED TO FINANCING OPERATIONS (9,875) 1,284

IMPACT OF EXCHANGE RATE VARIATIONS 806 83

NET INCREASE (DECREASE) IN CASH (3,630) 19,386

NET CASH AT THE BEGINNING OF THE YEAR 46,525 27,139

NET CASH AT CLOSE 42,895 46,525

Steria - Financial Report 2002 27 APPENDIX TO CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements have been drawn up in accordance with Ruling 99-02 of the French accounting regulations committee (Comité de Réglementation Comptable, CRC). The first application of CRC Ruling 2000-06 relating to liabilities did not affect Groupe Steria SCA’s consolidated financial statements.

Note 1 Consolidation principles, 1.4. Elimination of inter company accounts and methods and rules for assessment transactions

All inter company accounts or transactions are eliminated: 1. Consolidation principles • fully for companies consolidated in their entirety; 1.1. Consolidation methods • according to the percentage of the company controlled jointly, The companies in which Groupe Steria SCA exercises direct or if consolidated on a proportional integration basis. indirect exclusive control are consolidated in their entirety. However,in light of the fact that they are not significant, internal The companies in which the group exercises joint control with a profits figuring on the current invoicing items are not limited number of partners are consolidated on a proportional reprocessed. basis. The companies in which the group exercises a noteworthy influen- 1.5. Standardisation of subsidiaries’ financial statements ce are consolidated based on the equity method (none at 31 December 2002). The accounts of foreign subsidiaries are presented in a standard format in line with the French layout. The companies that do not make a significant contribution to shareholders’ equity and the group’s consolidated earnings are When a subsidiary does not use an assessment method that is not taken into consideration for the consolidated financial similar to the group’s method and when this method presents a statements. significantly different accounting picture,the financial statements of the subsidiary are reprocessed to ensure compliance with Investments that meet the above criteria but which do not have group standards. a sustainable nature or whose consolidation would not have an impact on the financial statements are not consolidated. 2. Assessment principles and methods 1.2. Close of accounts Groupe Steria SCA applies the same principles for the assess- All the companies consolidated close their accounts at 31 ment of its consolidated financial statements as for its corporate December. financial statements. However,the group uses the preferential method for processing: 1.3. Conversion of company financial statements in foreign currencies • Financial-leasing contracts: Tangible assets financed by leasing, which have a significant The financial statements of foreign subsidiaries are converted purchase value, are recorded as fixed assets on the balance based on the current exchange rate method: sheet and amortised according to the periods in force within • all the items on the balance sheets, both monetary and non- the group. monetary,are converted into euros based on the exchange rate Debt corresponding to the principal to be reimbursed is posted in force at the close of accounts for the fiscal year; as a liability on the balance sheet,under “Loans and financing • all income and expenses (including depreciation allowances debt”. and provisions) are converted using the average exchange rate Interest expenses incurred relating to this debt are recorded of the accounting period. under interest expenses. Differences in conversion rates noted on the opening balance Other external expenses and purchases are reprocessed based sheet and on the income statement are included as follows: for on the amount of the annual financial leasing figures. the Groupe Steria SCA share, under shareholders’ equity, “Exchange losses and gains”; for the third-party share, under • Unrealised capital gains and losses on transactions in foreign “Minority interests”.They have only been reintegrated into the currencies: income statement when the subsidiary in question leaves the These are recorded in “financial result”for the relevant accoun- group. ting period.

28 Financial Report 2002 - Steria Consolidated financial statements

• Loan issue fees: 2.2. Tangible assets

These are posted in “Expenses to be amortised” and spread Tangible assets are assessed at their acquisition cost (purchase out on a linear basis over the loan period. price and accessory costs). • Retirement indemnities: Depreciation allowances are calculated on a linear or accelera- The costs of retirement indemnities are reprocessed in the ted depreciation basis, based on the anticipated life cycle and consolidated financial statements for subsidiaries that have nature of the goods in question. not recorded these commitments in their individual accounts. The following depreciation periods are applied for tangible assets:

2.1. Intangible assets • Buildings 20 - 30 years - linear • Fixtures 7 years - linear • Goodwill on acquisitions corresponds to the difference between • Transport equipment 5 years - linear the cost of acquisition of securities and the total assessment • Office equipment and furniture 5 or 10 years - linear of assets and liabilities identified at the date of acquisition. • IT hardware (PCs) 3 years - accelerated These differences are amortised on a linear basis over 20 years. • Other IT equipment 5 years - linear However,if significant and unfavourable changes occur in the elements used to define the depreciation schedule,an extraordinary depreciation or a change in schedule can be recorded. 2.3. Recording of contracts

• The acquisition of Bull SA’s European services business (Integris) There are two categories of contracts: enabled Groupe Steria to become a major player in its sector • technical support and maintenance contracts that are invoiced of business in Great Britain and Norway. As a result, market on a pro rata temporis basis, according to purchases made share for these two countries was assessed and posted. The and expenses incurred: the revenue corresponds to invoicing chosen assessment method depends on the discounted future and the margin is generated on a pro rata basis in line with the cash flows generated by the activity.The discounting rate applied costs incurred, corresponds to the weighted-average cost of the group’s capital. A cautious market growth estimate was used to determine • fixed-price contracts that are invoiced at predefined stages: future cash flows. The market shares are not amortisable but the revenue and the margin are generated in line with progress are depreciated if the value decreases.Loss of value is determi- made on the project.In line with this principle,prepaid income ned according to the same method of calculation as that used or income from invoices to be drawn up when the invoice is for the initial assessment. not in phase with progress made with the work are entered into accounts. • Software products acquired by the group are amortised on a linear basis over 3 years. If the re-estimated income from a contract shows a loss, this is • Software produced in-house for internal use is capitalised if systematically provisioned under the “Contingencies and loss the following criteria are simultaneously fulfilled: provision” item. - the technical capacity needed to produce the software is 2.4. Short-term investment securities established, - development of the software is part of a clearly defined and Short-term investment securities are assessed at their invento- quantifiable project. ry value.Any unrealised capital losses are recorded as a provision for depreciation. Fixed production costs include costs related to the detailed design of the application, programming, testing and producing techni- In the case of listed securities and own shares,the inventory value cal documentation. is determined on the basis of the average share price of the last month of the preceding fiscal year. This software is amortised over 3 to 5 years.

• Research and development costs are recorded as expenses for 2.5. Inventories and work in progress the accounting period in which they were incurred. • Business assets are amortised on a linear basis over 10 years. Stock is assessed at the lowest purchase price (first in first out principle) or the market price (estimated realisable net value). Registration fees for the acquisition of business assets are recorded as expenses for the accounting period in which they were incurred. 2.6. Other operating assets

Operating assets are valued at their face value or at their purchasing price. An allowance for depreciation is used when the realisable value is less than the accounting value.

Steria - Financial Report 2002 29 2.7. Provisions for retirement indemnities The dilution for the year in which these instruments are issued is calculated on a pro rata temporis basis according to the issue date Contributions paid within the defined contributions systems are for the new instrument. For subsequent years, the conversion is recorded as expenses for the accounting period in which they considered as done on the first day of the accounting period. were incurred. In order to ensure that accounting periods can be compared The commitments resulting from the collective wage bargaining correctly and in accordance with Recommendation No.27 of the agreements negotiated within the group are recorded under Conseil Supérieur de l’Ordre des Experts-Comptables, the “Contingencies and loss provision”. They are calculated for average weighted number of shares in circulation for the period employees on a case-by-case basis,factoring in changes to salaries, and for previous years presented is adjusted in the event of a life expectancy forecasts, the presence in the company until the stock spilt or consolidation or the free distribution of shares to planned retirement date and a pro rata of the person’s actual shareholders through the capitalisation of reserves. seniority compared with the future seniority at the age of retirement. Note 2 Variations in group structure In accordance with Recommendation No. 23 of the Conseil Supérieur de l’Ordre des Experts-Comptables,actuarial deviations 1. Acquisition of companies are systematically amortised over the average residual activity period of the employees. The accounting treatment and the impact of the acquisitions on the consolidated financial statements are presented in Notes 2.8. Deferred tax 3 and 4.1. Acquisition of Steria Iota (formerly Bull Iota) Deferred tax assets are only taken into account when it is likely that the company will be able to recover them by means of a In accordance with the amendment of 26 November 2001 to the taxable profit expected during the course of future accounting memorandum of agreement dated 31 August 2001,Bull SA exerci- periods. sed its option to repurchase Integris Italia SpA on 5 January 2002, for €10M. This price was paid based on compensation with Tax assets and liabilities are assessed based on the tax rate and Bull SA financing debt posted under “Loans and financing debt” the fiscal rules in effect at 31 December, 2002, as follows: in the Group Steria SCA consolidated balance sheet at • Belgium 40.00% 31 December 2001 (see Note 4.5). • Denmark 30.00% As the British “Managed Services” activities were officially • France 35.43% transferred on 31 March 2002, only business from the last three • Germany 25.00% quarters of 2002 is consolidated. As all the requirements were • Norway 28.00% met for transferring activity in Great Britain, Bull SA exercised its share subscription right corresponding to the stock purcha- • Singapore 25.50% se warrants for Great Britain.After adjustment according to assets • Spain 35.00% and liabilities actually transferred,1,122,930 shares were issued • Sweden 28.00% on 28 June 2002 at a nominal value of €1. • Switzerland 25.00% • UK 30.00% 2. Other changes in group structure Deferred tax assets and liabilities are offset when they concern the same fiscal entity, regardless of their maturity date. Eqip Ingefi was disposed of on 1 February 2002. This sale was part of Steria UCM’s “small business outsourcing”assets disposal The dual accounting entry for the deferred tax is processed based operation carried out last year. on the same operation used to determine it.In most cases,when the completed operation affects the result, the dual accounting On 21 June 2002,Steria SA acquired an additional 20.7% in SRPB entry for deferred tax affects the tax expenses for the companies. Mix RH, increasing its stake to 100%. Steria Iota, which held all ex-Integris company securities, was 2.9. Fully diluted earnings per share absorbed,with retroactive effect as of 1 January 2002 by Steria SA. Steria Sud America, the group’s Argentinian subsidiary, ceased The basic earnings per share are calculated by dividing the net all activity as of the end of fiscal year 2001.As this company was profit (group share) by the average weighted number of common non longer significant with respect to the consolidated financial shares in circulation over the financial period. statements,it was deconsolidated on 1 January 2002.The securi- The fully diluted earnings per share are calculated by dividing ties were recorded in the assets section of the balance sheet for the net profit (group share) by the average weighted number of the share of equity that they represented on the deconsolidation common shares in circulation, loaded with all the potentially date.Furthermore,assets held by Steria SA relating to the Steria dilutable common shares. Sud America investment were depreciated.

30 Financial Report 2002 - Steria Consolidated financial statements

3. Consolidated subsidiaries at 31/12/02

Percentage Consolidation Percentage Address of interest method of control Holding Groupe Steria SCA Consolidating parent company 12, rue Paul Dautier - 78140 Vélizy FRANCE BSGL 50.97 IP 50.97 251, boulevard Pereire - 75017 Paris Clearsy 62.39 IG 62.39 Europarc Pichaury, 1330 av. JR Guilibert Gauthier de la Lauzière - 13855 Aix-en-Provence Cedex Diamis 39.92 IP 39.92 6/8, boulevard Haussmann - 75009 PARIS Groupe Eqip 100.00 IG 100.00 Rue des Jonnières - CD 117 - 91570 Bièvres Eqip Diffusion 100.00 IG 100.00 Rue des Jonnières - CD 117 - 91570 Bièvres Eqip Parc 100.00 IG 100.00 Rue des Jonnières - CD 117 - 91570 Bièvres Imelios 49.00 IP 49.00 Bât. Liège - 1 place des États-Unis - Silic 210 - 94150 Rungis Intest 50.99 IG 50.99 Le Norly 2 - 39, rue des Peupliers - 69570 Dardilly Ipem 100.00 IG 100.00 Tour Europlaza - La Défense 4 - 92927 Paris la Défense Cedex SRPB / Mix RH 100.00 IG 100.00 Tour Europlaza - La Défense 4 - 92927 Paris la Défense Cedex Sternet 100.00 IG 100.00 12, rue Paul Dautier - 78140 Vélizy Stepar 100.00 IG 100.00 12, rue Paul Dautier - 78140 Vélizy Steria 100.00 IG 100.00 12, rue Paul Dautier - 78140 Vélizy Steria Infogérance 100.00 IG 100.00 12, rue Paul Dautier - 78140 Vélizy Steria UCM 100.00 IG 100.00 Rue des Jonnières - CD 117 - 91570 Bièvres Strader 100.00 IG 100.00 12, rue Paul Dautier - 78140 Vélizy Sysinter 100.00 IG 100.00 94, rue Saint-Lazare - 75009 Paris Temis 100.00 IG 100.00 8, avenue Gourgaud - 75017 Paris U-Services 100.00 IG 100.00 12, rue Paul Dautier - 78140 Vélizy Vecteur Conseil 100.00 IG 100.00 Tour Europlaza - La Défense 4 - 92927 Paris-La Défense Cedex GERMANY Steria GmbH (ex. Köln) 100.00 IG 100.00 Robert-Bosch-Strasse 52 - 63225 Langen Steria GmbH 100.00 IG 100.00 Dolivostrasse 11 - 64293 Darmstadt GREAT BRITAIN Steria Limited 100.00 IG 100.00 Computer House - Great West Road - Brentford - Middlesex TW8 9DH Steria Holding Limited 100.00 IG 100.00 Computer House - Great West Road - Brentford - Middlesex TW8 9DH Steria UK Limited 100.00 IG 100.00 Computer House - Great West Road - Brentford - Middlesex TW8 9DH BELGIUM Steria Bénélux 100.00 IG 100.00 Rue du Moulin à Papier 51 - 1160 Bruxelles Soberi 100.00 IG 100.00 Rue du Moulin à Papier 51 - 1160 Bruxelles Steria SA/NV 100.00 IG 100.00 Rue du Moulin à Papier 51 - 1160 Bruxelles DENMARK Steria A/S 100.00 IG 100.00 16/18 Tonsbakken - 2740 Skovlunde SPAIN Steria Solucionnes y Proyectos SA 100.00 IG 100.00 Paseo Doce Estrellas, n° 2 - Campo de las Naciones - 28042 Madrid Business Quest 100.00 IG 100.00 C/O Skillsoft, S.A. C/Zurbano, 71 - 28010 Madrid CSI 100.00 IG 100.00 Calle Zurbano n° 71 - 28010 Madrid Skillsoft 100.00 IG 100.00 Calle Zurbano n° 71 - 28010 Madrid Steria Iberica 100.00 IG 100.00 Paseo Doce Estrellas, n° 2 - Campo de las Naciones - 28042 Madrid Steria Solinsa 100.00 IG 100.00 Edifico Conata II - Fructuos Gelabert, 6-8 Planta 6a - 08970 Sant Joan Despi SSI 100.00 IG 100.00 Calle Pare Rodes n° 26 - Planta 5 - 08208 Sabadell NORWAY Steria A/S 100.00 IG 100.00 Fyrstikkalleen 3A - 0602 Oslo SINGAPORE Steria Asia 100.00 IG 100.00 78 Shenton Way # 26-02A C/o Ras Singapour SWEDEN Steria A.B 100.00 IG 100.00 Karlsroevaegen 2, BOX 544 - S-182 15 Danderyd SWITZERLAND Steria Schweiz AG 100.00 IG 100.00 Steinackerstrasse 47 - CH 8902 Urdorf Steria Informatic 100.00 35, rue des Bains - Genève

GI: Global Integration PI: Proportional Integration

Steria - Financial Report 2002 31 Note 3 Comparability of financial statements

The consolidation of the pro forma financial statements according As a result,in compliance with COB (French securities and exchan- to the company structure at 31 December 2002 cannot be carried ge commission) recommendations for fiscal year 2002, the pro out,mainly due to difficulties in obtaining and compiling informa- forma consolidated balance sheet for 2001 and 2002, as well tion.This is because the companies belonging to the Steria Iota as the pro forma consolidated income statement at 31 December (ex-Integris) structure were mainly created during H2 2001 by 2002 were drawn up according to the Groupe Steria SCA consoli- partial assets contribution. dation structure, excluding Steria Iota.

PRO FORMA CONSOLIDATED BALANCE SHEET In thousands of euros 31/12/02 31/12/01 Pro forma Pro forma Intangible assets 22,097 24,777 Tangible assets 30,903 26,229 Long-term investments 10,623 3,910 TOTAL FIXED ASSETS 63,623 54,916 Inventories and work in progress 252 300 Operating receivables 235,734 266,765 Deferred tax assets 3,956 2,234 Holdings 921 18,391 Cash 42,030 44,403 TOTAL CURRENT ASSETS 282,893 332,093 Prepaid expenses 4,149 6,843 TOTAL CURRENT ASSETS 350,665 393,852 Capital 15,071 14,990 Reserves 102,593 86,467 Income 6,151 18,802 TOTAL SHAREHOLDERS’ EQUITY 123,815 120,259 Other shareholders’ equity 288 288 Contingencies and loss provision 14,214 12,305 Long-term debts 27,124 27,808 Operating debts 161,540 187,775 TOTAL DEBT 188,664 215,583 Prepaid income 23,684 45,417 TOTAL LIABILITIES 350,665 393,852

32 Financial Report 2002 - Steria Consolidated financial statements

PRO FORMA CONSOLIDATED INCOME STATEMENT In thousands of euros 31/12/02 31/12/01 Pro forma Sales and services provided 490,565 509,436 Other income 3,802 1,566 Expense transfer 586 2,599 TOTAL OPERATING REVENUE 494,953 513,601 Purchases 25,083 18,670 Other purchases and external expenses 125,613 129,669 Taxes 14,664 14,113 Personnel costs 305,881 312,047 Costs for internal personnel allocated to the integration of Integris1 companies (3,495) - Employee profit-sharing 611 2,547 Depreciation allowances 7,782 7,327 Net provisions 1,274 (6,765) TOTAL OPERATING EXPENSES 477,414 477,608

OPERATING PROFIT 17,539 35,993

FINANCIAL RESULT (2,153) (236)

EXTRAORDINARY INCOME/EXPENSES (4,082) (643)

Income tax 2,999 12,346 Amortisation of goodwill 2,154 3,641

CONSOLIDATED INCOME 6,151 19,105

Group share 6,120 18,802

(1) The costs of €3,495K correspond to costs of services provided by Steria consultants and engineers for operations involving the integration of ex-Integris companies, in addition to services provided by external service providers to the group. Under normal circumstances these employees provide services to external customers.

Note 4 Explanations on the consolidated financial statements Introductory comment: all amounts are expressed in thousands of euros, except when otherwise indicated.

1. Goodwill

Total Steria GmbH Steria Infogérance Groupe Eqip SRPB-MIXRH Steria SA Other Gross value at 31/12/01 84,249 7,668 7,181 4,288 3,601 53,870 7,641 Variations in group structure (12,462) (3,320) 276 (9,418) Other movements Gross value at 31/12/02 71,787 7,668 7,181 968 3,877 44,452 7,641 Depreciation at 31/12/01 (9,128) (3,450) (694) (968) (90) (3,926) Allowances (4,566) (383) (370) (201) (2,330) (1,282) Other movements Depreciation at 31/12/02 (13,694) (3,833) (1,064) (968) (291) (2,330) (5,208)

Net value at 31/12/01 75,121 4,218 6,487 3,320 3,511 53,870 3 715 Net value at 31/12/02 58,094 3,835 6,117 3,586 42,122 2,433

Steria - Financial Report 2002 33 The “other” amortisation of goodwill allowances includes an The remaining goodwill relating to Integris activities, totalling extraordinary amortisation of goodwill for Sternet for a sum of €9,418K, corresponds to: € 1,062K recorded due to a strong reduction in activity in this 1. the allocation of goodwill relating to the acquisition of area. activities outside of Great Britain, with a deadline of The acquisition of Steria Iota securities has been entered into 31 December 2002; the accounts pursuant to Sections 210 and 211 of the CRC Ruling 2. goodwill relating to the transfer of Great Britain 99-02. The acquisition cost of securities corresponds to the activities. fair value of the securities issued by Groupe Steria SCA in compensation for the acquisition, weighted with all the costs In thousands of euros directly linked to the acquisition net of tax savings, as on the Number of Group Steria SCA shares issued acquisition date. to pay for the contribution 1,122,930 Pursuant to Section 2110 of CRC Ruling 99-02, Groupe Steria Net acquisition cost 26,692 SCA had a deadline of 31 December 2002 to assess the Transferred net accounting asset (12,427) identifiable assets and liabilities for activities acquired at 28 Goodwill after first consolidation 39,119 December 2001, and to allocate any difference compared with Allocation of identifiable assets and liabilities 51,857 the initial consolidation of Steria, calculated at the time of this acquired from British activities and allocation initial acquisition. of goodwill on non-British activities: Restructuring provisions: (41,444) For activities acquired at 31 March 2002,Groupe Steria SCA has Deferred tax: 23,379 a deadline of 31 December 2003. Provisions for British pension funds: (23,000) Following the acquisition of ex-Integris companies, the Great Britain and Norway market share: 92,922 reorganisation of the group prompted the transfer of Groupe Additional goodwill (12,738) Eqip’s “net office” activity to the English subsidiary.As a result, Transfer of “Net office” activity from Group Eqip goodwill relating to this activity for a net amount of €3,320K to Steria Iota activity 3,320 was reclassified. Goodwill (variations in group structure) (9,418)

2. OTHER INTANGIBLE ASSETS

(in thousands of euros) Total Start-up Research Franchises, Business Other Market Intangible costs costs patents, licences, intangible share assets IT, software assets in progress Gross value at 31/12/01 15,876 247 735 10,818 3,847 229 - - Variations in group structure 1,183 - - 1,183 - - - - Acquisitions 103,273 7 - 6,112 - 32 92,922 4,200 Divestitures - disposals (704) (7) - (696) - (1) - - Other movements (155) (8) (516) 372 - (3) - -

Gross value at 31/12/02 119,473 239 219 17,789 3,847 257 92,922 4,200

Depreciation at 31/12/01 11,776 36 286 8,276 3,006 172 - Variations in group structure ------Allowances 2,728 100 - 2,447 155 28 - - Recoveries - withdrawals (700) (8) - (693) - - - - Other movements (72) (6) (67) - - - - - Depreciation at 31/12/02 13,732 122 219 10,030 3,161 200 -

Net value at 31/12/01 4,099 211 449 2,542 841 57 - -

Net value at 31/12/02 105,741 117 7,759 686 57 92,922 4,200

The market share amount concerns activities acquired in Norway Intangible assets in progress correspond to development costs and Great Britain assessed and entered into the accounts in for the new Groupe Steria SCA information system. accordance with the principles described in Paragraph 1.2.1.

34 Financial Report 2002 - Steria Consolidated financial statements

3. LAND AND BUILDINGS

(in thousands of euros) Total Land and Leased land buildings and buildings Gross value at 31/12/01 20,265 0 20,265 Variations in group structure - - - Acquisitions - - - Divestitures - disposals - - - Other movements - - - Gross value at 31/12/02 20,265 0 20,265

Depreciation at 31/12/01 6,108 0 6,108 Variations in group structure - - - Allowances 544 - 544 Recoveries - - - Other movements - - - Depreciation at 31/12/02 6,652 0 6,652

Net value at 31/12/01 14,157 - 14,157

Net value at 31/12/02 13,613 0 13,613

4. OTHER TANGIBLE ASSETS

(in thousands of euros) Total Technical Leased Fittings, office and IT equipment, Down- equipment technical furniture, transport payments equipment and other tangible assets to suppliers Gross value at 31/12/01 40,206 14,179 675 25,352 Variations in group structure 6,909 6,909 - - - Acquisitions 18,706 8,919 - 9,258 529 Divestitures - disposals (6,366) (935) - (5,431) - Other movements (603) (2,841) - 2,238 - Gross value at 31/12/02 58,852 26,231 675 31,417 529

Depreciation at 31/12/01 18,082 1,880 618 15,584 Variations in group structure (39) - - (39) - Allowances 14,406 8,414 6 5,986 - Recoveries (5,364) (211) - (5,153) - Other movements - - - - - Depreciation at 31/12/02 27,085 10,083 624 16,378 -

Net value at 31/12/01 22,124 12,299 57 9,768 -

Net value at 31/12/02 31,767 16,148 51 15,039 529

Steria - Financial Report 2002 35 5. NON-CONSOLIDATED EQUITY INTERESTS

(in thousands of euros) Total Aspheria Travelsoft Integris Italie SpA Other interests Gross value at 31/12/01 11,771 774 728 10,000 269 Variations in group structure Increases 52 - - - 52 Decreases (10,000) - - (10,000) - Other movements Gross value at 31/12/02 1,823 774 728 0 321

Provisions for securities at 31/12/ 01 10 - - - 10 Increase 113 - - - 113 Decrease Provisions for securities at 31/12/02 123 - - - 123

Net value at 31/12/01 11,761 774 728 10,000 259

Net value at 31/12/02 1,700 774 728 0 198

Integris Italia Spa securities were sold on 5 January 2002. See Note 2.1.

6. OTHER LONG-TERM INVESTMENTS

(in thousands of euros) Total Loans Deposits and guarantees and other long-term investments Gross value at 31/12/01 2,519 416 2,103 Variations in group structure (5) - (5) Increase 9,977 1,245 8,732 Decrease (2,472) (87) (2,385) Other movements 925 - 925 Gross value at 31/12/02 10,944 1,574 9,370

Provisions at 31/12/01 - - - Variations in group structure - - - Allowances 1,245 1,245 - Recoveries - - - Other movements 9 9 Provisions at 31/12/02 1,254 1,245 9

Net value at 31/12/01 2,519 416 2,103

Net value at 31/12/02 9,690 329 9,361

The deconsolidation of Steria Sud America shows a loan of Other long-term investments include guarantee funds paid within €1,245K as an increase item.This loan was granted by Steria to the scope of a factoring contract, totalling €3,700k. its subsidiary in previous fiscal years. It has been 100% provisioned. See Note 2.2.

36 Financial Report 2002 - Steria Consolidated financial statements

7. INVENTORIES AND WORK IN PROGRESS

(in thousands of euros) Total Spare parts Finished products Gross value at 31/12/01 11,342 1,761 9,581 Variations in group structure 6,849 - 6,849 Net income for the year (10,051) 301 (10,352)

Gross value at 31/12/02 8,140 2,062 6,078

Provisions for inventory at 31/12/01 66 66 - Variations in group structure Net income for the year 1,941 548 1,393 Provisions for inventory at 31/12/02 2,007 614 1,393

Net value at 31/12/01 11,276 1,695 9,581

Net value at 31/12/02 6,133 1,448 4,685

8. TRADE RECEIVABLES

(in thousands of euros) 31/12/01 Variation in the year Variations in group structure 31/12/02 Down-payments to suppliers 1,008 (117) 891 Trade receivables (gross) 284,194 (15,141) 30,461 299,514 Provisions (2,751) (5,205) (7,956)

Trade notes and accounts receivable 281,443 (30,104) 40,219 291,558

Clients to be invoiced 81,137 7,117 4,288 92,542

Current accounts 2,424 483 2,907 VAT and other trade receivables 22,410 2,767 6,294 31,471 Income tax Debtors (gross) 20,281 (1,618) 18,663 Provisions (149) (93) (242)

Other trade receivables 44,966 1,539 6,294 52,799

Net trade receivables 408,554 (21,357) 50,593 437,790

Trade receivables at 31 December 2002 are due within less than 1 year.

9. DEFERRED TAX ASSET

(in thousands of euros) 31/12/01 31/1202 Temporary differences 1,968 20,421 Fiscal carry-overs in defecit 266 2,074

Deferred tax asset 2,234 22,495

Steria - Financial Report 2002 37 10. SHORT-TERM INVESTMENT SECURITIES

(in thousands of euros)

Type Acquisition value Market value Own shares 1,875 760 Other securities 163 161 Total at close 2,038 921

Provisions for short-term investment securities (1,117) -

Net value of short-term investment securities 921 921

The group did not carry out any operations on own shares in 2002.The number of own shares held at 31 December 2002 was 59,665.

11. SHAREHOLDERS’ EQUITY AND MINORITY INTERESTS

(in thousands of euros)

Shareholders’ equity (group share) Number Capital Premiums Consolidated Foreign exchange Income Total group of shares reserves gains/losses share Situation at year-end 2000 14,721,684 14,962 52,110 12,661 56 15,872 95,661 2001 movements • Spain: inclusion in consolidation 312,000 312 433 415 1,160 • Steria Iota capital increase 902,516 903 35,497 (9,523) 26,877 • PEE (Company Employee Mutual Fund) capital increase 268,990 268 7,415 7,683 • Capital reduction (euro conversion) (240) 240 - Foreign exchange gains (12) 68 Appropriation of earnings 2000 (1) 13,381 (15,872) (2,491) 2001 income 18,802 18,802 Other variations 80 Situation at year-end 2001 16,205,190 16,205 95,455 17,254 44 18,802 147,760

2002 capital increase • By exercising purchase options 80,550 81 533 614 • By exercising GB equity warrants 1,122,930 1,123 44,163 (26,477) 18,809 Foreign exchange gains 2,646 2,646 Appropriation of earnings 2001 (2) 15,578 (18,802) (3,224) 2002 income 8,852 8,852 Situation at year-end 2002 17,408,670 17,409 140,151 6,355 2,690 8,852 175,457

Minority interests Situation at year-end 2000 166 66 232 2001 movements 66 (66) - Variations in group structure (150) (150) 2001 income 303 303 Situation at 2001 closing 82 303 385 2002 movements 303 (303) - Variations in group structure 134 134 2002 income 31 31 Situation at year-end 2002 519 31 550 Total overall shareholders’ equity 17,409 140,151 6,874 2,690 8,883 176,007

(1) including €2,491K of dividends distribution for fiscal year 2000 (2) including €3,224K of dividends distribution for fiscal year 2001

38 Financial Report 2002 - Steria Consolidated financial statements

12. OTHER SHAREHOLDERS’ EQUITY

31/12/01 Increase Decrease 31/12/02 Equity loans 288 - - 288

Other shareholders’ equity 288 288

13. CONTINGENCIES AND LOSS PROVISION

Type of provision 31/12/01 Variations Goodwill Allowances Recoveries Other 31/12/02 in group movements structure Disputes 2,147 2,077 (1,349) 485 3,360 Guarantee 195 90 (223) 72 134 Fines and penalties 133 (38) 95 Retirement provisions 16,329 23,000 (2,200) 1,950 (92) (780) 38,207 Tax 55 5 (46) 14 Contingency and loss provision on contracts 11,489 3,221 256 13,486 (7,078) (1,141) 20 233 Provisions for disputes 154 38 192 Provisions for restructuring 59,000 27,988 13,456 - (48,512) 51,932 Contingency and loss provisions 89,502 54,209 11,512 17,608 (57,300) (1,364) 114,167 Operational 13,248 (7,988) Financial Exceptional 4,360 (49,266) Tax (46)

Change in provisions 89,502 54,209 11,512 17,608 (57,300) (1,364) 114,167

The €48,512K provision recovery corresponds to the restructuring costs incurred during the fiscal year: • personnel: €39.2M • asset depreciation: €5M • risks and hazards: €4.3M The total provision for restructuring at 31 December 2002 stood at €51.9M. No significant recoveries were made on the unused provisions.

Steria - Financial Report 2002 39 14. LOANS AND LONG-TERM DEBTS

31/12/01 Variations in Variation in 31/12/02 group structure the year Current bank loans 14,393 2,715 17,108 Loans from financial institutions (excluding current bank loans) 308 7,109 7,417 Debts owed to Bull SA 25,452 (14,393) 11,059 Long-term debts from property leasing 12,886 (1,065) 11,821 Long-term debts from equipment leasing 319 (162) 157 Employee shareholding 1,003 183 1,186 Other long-term debts 149 (62) 87

Long-term debts 54,510 (5,675) 48,835

Debts < 1 year 1 - 5 years > 5 years Current bank loans 17,108 17,108 Loans from financial institutions (excluding current bank loans) 7,417 7,417 Debts owed to Bull SA 11,059 11,059 Long-term debts from property leasing 11,821 946 6,964 3,911 Long-term debts from equipment leasing 157 100 57 Employee shareholding 1,186 35 1,151 Other long-term debts 87 87

Total 48,835 29,335 15,589 3,911

Loans from financial institutions mainly represent the medium- Steria Infogérance securities were provided as collateral for term revolving credit line established by Steria SA. €7M of the this credit line. € first 27M block, available since May 2002, was used at Groupe Steria SCA undertakes to respect financial ratios on the 31 December 2002. basis of the published consolidated financial statements. The The second block (€46M) was available as of 1 October 2002. respect of ratios (debt/equity, interest expenses/EBITDA and The revolving credit is amortisable on three dates, the last of debts/EBITDA) is assessed twice a year for periods closed at which is 31 December 2005. It is variable rate and indexed on 31 December and 30 June. Euribor. At the date of closing the ratios were respected.

40 Financial Report 2002 - Steria Consolidated financial statements

15. OPERATING DEBT

31/12/01 Variations Variations in 31/12/02 group structure Down-payments from customers 20,776 5,003 6,130 31,909 Goods and services suppliers and accounts payable 85,145 (10,074) 31,596 106,667 Fixed asset suppliers and accounts payable 1,706 1,584 - 3,290 Suppliers 86,851 (8,490) 31,596 109,957 Liabilities to personnel and other social liabilities 92,066 403 3,501 95,970 Taxes payable 69,045 6,946 - 75,991 Tax and social liabilities 161,111 7,349 3,501 171,961 Current accounts with non-group companies 209 (143) - 66 Other debts 14,671 19,072 34,387 68,130 Other operating debts 14,880 18,929 34,387 68,196

Operating debts 283,618 22,791 75,614 382,023

Operating debts are due within 1 year.

16. SALES AND SERVICES

31/12/01 31/12/02 Sales 9,545 98,324 Services 499,891 919,511

Sales and services provided 509,436 1,017,835

17. OTHER INCOME

31/12/01 31/12/02 Operating subsidy 226 115 Other operating revenue 1,340 4,806 Other income 1,566 4,921

18. EXPENSE TRANSFERS Expense transfers totalled €599K at 31 December 2002 and correspond to reimbursements and indemnities from third parties as compensation for operating expenses borne by the group.

19. NET PROVISIONS

31/12/02 Allowance on current assets 7,800 Recoveries on current assets (1,263) Net provisions on current assets 6,537 Operating contingency and loss provisions 13,248 Recoveries from operating contingency and loss provisions (7,988) Net operating contingency and loss provisions 5,260

Net operating provisions 11,797

Steria - Financial Report 2002 41 20. FINANCIAL RESULT

Financial result analysis 31/12/01 31/12/02 Revenues from receivables and investment security gains 1,849 722 Foreign exchange gains 506 292 Recoveries from contingency and loss provisions 10 46 Recoveries from provisions on long-term investment (investment securities) 21 255 Financial income 2,386 1,315 Interest and financial expenses 2,420 448 Interest on leasing 809 953 Exchange rate losses 292 113 Other financial expenses 930 Provisions on long-term investments 2,616 37 Financial charges 7,067 1,551

Financial result (4,681) (236)

The financial result includes a provision of €1,366K (including Provisions on long-term investments include €1,077K of provisions €154K of securities and a €1,245K loan) on long-term invest- for own shares. ments made in Argentina by the group.

21. EXTRAORDINARY INCOME/EXPENSES In 2002,extraordinary expenses totalled €5,379K,broken down • Fees incurred by altering the group logo and graphics in as follows: Europe, which were not covered by the restructuring provision: €1.3M; • Provision for expenses due to the restructuring of Parisian sites: €3.5M; • Miscellaneous: €0.6M.

22. INCOME TAX

a) Breakdown of tax payable and deferred tax

France International Total at at 31/12/02 at 31/12/02 31/12/2002 Tax payable 354 2,737 3,091 Deferred tax (1,990) 5,517 3,527

Tax (1,636) 8,254 6,618

b) Deferred tax assets not activated at 31 December 2002

Pursuant to Section 312 of the CRC (Comité de Règlementation The total amount of non-activated deferred tax at 31 December Comptable) Ruling 99-02, the tax loss carried forward have not 2002 stood at €22,763K. been activated for the subsidiaries that have borne recent losses. • on deficit: €22,374K • on timing differences: €389K

42 Financial Report 2002 - Steria Consolidated financial statements

Breakdown of non activated deferred tax assets by country Total Expiry date Expiry date at 31/12/02 < 2 years > 2 years Germany 10,141 10,141 Benelux 5,006 5,006 Denmark 1,246 200 1,046 Sweden 3,741 3,741 Switzerland 2,501 1,000 1,501 Spain 128 128

Deferred tax assets not recorded in accounts 22,763 1,200 21,563 c) Reconciliation between total tax expenses posted in the result and theoretical tax expenses

2002 Consolidated net profit 8,884 Amortisation of goodwill 4,566 Income tax 6,618

Income before tax and amortisation of goodwill 20,068

Tax rate 35.43% Expected tax expense 7,110 (Decrease) increase due to: Deferred tax not recorded in loss carry-over (1,581) Permanent differences 808 Tax losses posted for the year (733) Tax rate differential (422) Tax credit 1,436

Net tax expense 6,618

Effective tax rate 32.98%

Steria - Financial Report 2002 43 23. EARNINGS PER SHARE The potentially diluted common shares include notably the stock In accordance with the aforementioned recommendation: options and stock purchase warrants issued for the acquisition • the average weighted number of shares in circulation for of Steria Iota (BSA d’intéressement - profit-sharing stock purcha- 2000 and 2001 was adjusted for the 3 to 1 Groupe Steria se warrants). SCA stock split, decided on at the Extraordinary General Pursuant to Recommendation No. 27 of the Ordre des Experts- Meeting held on 4 August 2001. Comptables,it has been assumed that the funds collected further • as the Bull SA profit-sharing stock purchase warrants had to the exercise of the stock-options and stock purchase warrants an “anti-dilutive” effect on income for 2002, they were have been invested and remunerated at the money market rate not taken into account in the calculation of the diluted (Euribor 3 months), net of the corresponding due tax. earnings per share.

(in thousands of euros) 2002 2001 2000 Numerator Net profit (group share) (a) 8,852 18,802 15,872 Remuneration of funds to be collected 891 566 530 Reprocessed net profit (group share) (b) 9,743 19,368 16,402 Denominator Average weighted no. of shares in circulation (c ) 16,666,035 14,968,074 14,721,684 Dilutive effect of stock-options 1,126,235 741,490 537,273 Dilutive effect of stock purchase warrants - Great Britain 11,281 Dilutive effect of stock purchase warrants - Bull SA 6,134 Dilutive effect of stock purchase warrants granted to employees 583,333 Average weighted no. of theoretical shares (d) 18,375,604 15,726,979 15,258,957

Earnings per share (euros) (a/c) 0.53 1.26 1.08

Diluted earnings per share (euros) (b/d) 0.53 1.23 1.07

Note 5 Sector-based information

Steria has two core businesses:systems integration and managed services.The economic weighting of these two businesses is presented in the following table:

BY SECTOR OF ACTIVITY

(in thousands of euros) Managed Services (excl. TAM) Systems Integration (and TAM) Group Revenue 438,322 579,513 1,017,835 Operating profit 20,818 9,310 30,128 No. of employees at year end 3,181 4,939 8,120

REVENUE BY GEOGRAPHIC SECTOR

(in thousands of euros) France Great Britain Rest of Europe Group total Revenue 431,083 247,837 338,915 1,017,835 % of revenue 42.4% 24.3% 33.3% Operating profit 14,413 11,397 4,318 30,128

Note 6 Employees

In 2002, the average group headcount was 8,367, including 3,875 employees in subsidiaries outside of France. At 31 December 2002, the group had a total of 8,120 employees, including 3,752 in subsidiaries outside of France.

44 Financial Report 2002 - Steria Consolidated financial statements

Note 7 Off-balance sheet commitments

The group’s off-balance sheet commitments (1) given and received are presented in the following table:

31/12/02 31/12/02 Commitments given Commitments received Pledges, securities and guarantees 9,524 Pledges - Counter-guarantee for bank guarantees on contracts 13,335 Bank guarantees on contract (co-processing) 68 Discounted notes not yet matured - Counter-guarantee - Debt guarantee - Overdraft facilities (current bank loans) Irrevocable purchase bonds - - authorised 11,562 Factoring used 18,958 - used (balance sheet) Provisions for retirement indemnities (2) 7,773 - unused (off-balance sheet) 11,562 Medium-term credit - authorised 73,000 - used (balance sheet) 7,000 - unused (off-balance sheet) 66,000 Factoring - authorised 60,000 - used 18,958 - unused 41,042 Total commitments given 49,590 Total commitments received 118,672

(1) An in-depth study is being carried out to value off-balance sheet commitments according to the new accounting standards (2) The off-balance sheet commitment regarding retirement indemnities corresponds to the actuarial deviation amount to be amortised over the average residual activity period of the employees (See Note 1.2.7, paragraph 3).

Other off-balance sheet commitments:

Nominal value payments for future rentals within rental contracts At 31 December 2002, all group companies were covered by a totalled €40,983K for property contracts and €14,937K for civil liability insurance policy, taken out with AXA.The indemni- equipment contracts. ty ceiling was set at €30,490K with up to €15,245K per claim. Steria Infogérance securities were provided as collateral for the Similarly,all group companies are covered by a global P&C policy €73M medium-term revolving credit line. (including earnings loss).The indemnity ceiling has been set at €106,714K.

Note 8 Remuneration of managers • Mr Yves Rouilly paid by Steria €161,038 stock options granted by Groupe Steria SCA 7,000 Pursuant to Section 425 of CRC Ruling 99-02, the remuneration amounts for fiscal year 2002 allocated to the members of the • Mr Christian Colmant company’s board members are presented in the following table: paid by Steria €108,605 stock options granted by Groupe Steria SCA 3,000 • Mr Jean Carteron, Manager paid by Groupe Steria SCA €72,290 Director’s fees paid to Supervisory Board members by the pension contribution paid by Group Steria SCA €5,597 company: • Mr Eric Hayat, Chairman of the Supervisory Board • Mr Elie Cohen €12,200 paid by Groupe Steria SCA €111,258 • Mr Michel Ritout €3,050 paid by Steria €74,172 € stock options granted by Groupe Steria SCA 7,000 • Mr Charles Paris de Bollardière 6,100 • Mr Noël Talagrand €6,100

Steria - Financial Report 2002 45 OFF-BALANCE SHEET COMMITMENTS: • Guarantees granted to Sternet as part of its acquisition of Métanoïques: • Off-balance sheet commitments related to current Within the scope of a memorandum of agreement signed at the activity time of acquisition of Métanoïques on 03/07/2000, the vendors, private individuals,agreed to guarantee the balance sheet,assets Off-balance sheet commitments related to current activity are and liabilities until 03/07/2003,to Sternet (at the time called Net given in Note 7 of the appendix to the consolidated financial and B).The tax and social liability is guaranteed until the applicable statements. deadline. Risks of long-term debt: these are described in Note 4.14 of Once €15,245 is reached, the guarantee is due from the first the consolidated financial statements appendix. euro, without limits. €152,450 was deposited into a third-party account as a guaran- • Complex commitments: tee of payment to Sternet. ➡ Commitment related to company transfers: Métanoïques was absorbed by Sternet in 2001. guarantees

• Guarantees granted to Stepar as part of its investment • Guarantees granted to Steria Infogérance as part of its in Aspheria: acquisition of Experian: Within the scope of a guarantee agreement concluded between Within the scope of Steria Infogérance’s acquisition of Paytronics, E.Wieckowski,P.Devouge,J.P.Rajot,Sofipost,Postel and Stepar which took over Experian’s managed services activities on on 02/01/2001, Sofipost agreed to compensate Stepar for all 28/07/2000,Experian agreed to guarantee tax and social liabili- damages, costs, losses or expenditure, increase in liabilities or ty until 28/07/2004. shortfall in assets borne by Aspheria or Stepar resulting from any € € inaccuracy of declarations and guarantees for events prior to the The guarantee is for between 152,450 and 2,286,735. guaranteed financial statements at 31/12/1999 and/or which Paytronics,then called Steria Outsourcing,was absorbed by Steria are insufficiently provisioned. Infogérance. The guarantee for tax, social or customs-related notifications shall end on 1 January 2006. • Guarantees granted by Groupe Eqip as part of its sale of The guarantee for other notifications shall expire on 1 January Eqip Ingefi: 2004. Within the scope of the sale of Eqip Ingefi by Groupe Eqip to After having reached the trigger point of €76,225, the guaran- Computerland on 01/02/2002, Group Eqip agreed to compen- tee is due in its entirety,up to €762,245.This ceiling is raised to sate Computerland in the event of any inaccuracies in the €1,542,490 for disputes identified when the guarantee was declarations and guarantees. signed. Once €7,500 is reached, the indemnity is due in its totality The same guarantees were granted by Messrs E. Wieckowski, from the first euro, up to a limit of €150,000. P. Devouge and J.P. Rajot for events prior to the guaranteed Duration of the guarantee: financial statements at 31/03/2000 and/or which are insufficiently provisioned. - for share ownership: prescription - tax or labour administration claims: 31/12/2004

• Guarantees granted by Steria as part of its sale of Digilog: - other claims: 31/12/2002 Within the scope of its sale of Digilog to I2E, Steria signed an asset and liability guarantee on 14/12/1998. It agreed to guaran- • Guarantees granted to Groupe Steria SCA as part of its tee tax and social liabilities until the end of the tax authorities’ acquisition of Spanish companies CSI and Skillsoft: possible intervention period. The guarantee is only valid from In the scope of Groupe Steria SCA’s acquisition of CSI and Skillsoft, € 7,622.45, to an unlimited amount. the vendors, private individuals, agreed to compensate Groupe

46 Financial Report 2002 - Steria Consolidated financial statements

Steria SCA in the event of any inaccuracies in the declarations • Commitments made by Steria concerning Intest: and guarantees. In the scope of a shareholders’ agreement dated 12/09/2000 The guarantee is only valid from €120,000, to an unlimited between Intech and Steria,Steria made various commitments to amount. sell to Intech. The latest one, corresponding to 7% of Intest’s Duration of the guarantee: capital,can be exercised as of 01/01/2003 for a value of approximately €60,000. Intech has confirmed its intention to exercise - for share ownership: prescription its option,giving it the majority and increasing its stake to 51%. - for tax, special tax, social and customs liabilities: the end of the authorities’ possible intervention period • Commitments given and received by Stepar - for financial consequences of any infringement of provisions concerning Travelsoft: relating to acts or practices that may undermine the competition: applicable prescription Different commitments were given to guarantee the value of the stake held by Stepar in Travelsoft (currently 16% of the capital) - for any other claims: 31/12/2003 especially in the event of capital increase and to allow Stepar to withdraw. • Guarantees granted to Steria Infogérance as part of its Stepar agreed to keep €488,280 in a frozen current account for acquisition of Groupe Eqip: Travelsoft until 20/01/2008. However, Stepar may request the In the scope of the agreement dated 09/11/2001 relating to Steria reimbursement of the current account before the end of this 5- Infogérance’s purchase of Groupe Eqip shares,the vendor,Alain year period in the event of the sale of shares or entry of a new Ellouz, agreed to guarantee the tax and social liability until the investor into Travelsoft’s capital. end of the authorities’ possible intervention period. Amount: The guarantee is only valid for claims for amounts • Commitments received by Steria stemming from Groupe over €3,049,the accumulation of which must be at least €22,867. Steria SCA’s rights in the scope of the acquisition of Bull’s This amount constitutes an excess. The amount of this guaran- European services business. tee is unlimited. Steria receives a guarantee from Bull for matters other than tax, special tax and customs which are covered until 30 March ➡ Commitments related to shareholders’ agreements 2004.The total accumulated upper limit for the compensation is €25M. • Commitments made by Steria concerning BSGL: However, compensation for financial loss has no upper limit in An agreement signed on 12 March 2003 terminated the certain cases. agreement dated 22/12/2000 involving the commitment of Steria There have been no other significant commitments given or and Fimail to purchase and sell BSGL shares. received. Steria acquired 49% of BSGL’s shares and now holds all the shares. This purchase was accompanied by an additional price clause for €90,000 payable by Steria on 31 March 2005, according to the conditions laid down.

Steria - Financial Report 2002 47 4 Statutory Auditors’ Report on the Social Financial Statements for the year ended 31 December 2002

To all associates of the Steria group,

In accordance with our appointment as auditors at your General We certify that the annual financial statements have been drawn Meeting, we hereby report on the accounts for the year ended up in accordance with the generally accepted accounting principles 31 December 2002 concerning the following: in France,are consistent and sincere and give a faithful representation of income from operations over the last fiscal year, the • audit of Groupe Steria’s financial statements,appended to the financial situation and the asset base of the company at the present report, drawn up in euros, end of this year.

• specific checks and statutory information as required by French law. 2. VERIFICATIONS AND SPECIFIC INFORMATION The annual financial statements have been approved by the Management.Our role is to provide an opinion on these financial In accordance with the professional standards applicable in statements, based on our audit. France,we have also carried out the specific checks and controls required by law.

1. OPINION ON THE ANNUAL FINANCIAL We do not have any observations to make regarding the fairness STATEMENTS and coherency of the information contained in the Management report with the financial statements,nor in the documents about We have conducted our audit in accordance with the professio- the financial situation and the financial statements issued to nal standards applicable in France.These standards require that shareholders. we plan and perform the audit to obtain reasonable assurance that the annual financial statements are free of any significant In accordance with the law,we have ensured that all the informa- anomalies.An audit involves examining, on a test basis, eviden- tion relating to investments, takeovers and the identity of ce supporting the information contained in these statements.An shareholders and holders of voting rights have been communi- audit also involves assessing the accounting principles used and cated to you in the Management report. significant estimates made by the Management, as well as evaluating the overall presentation.We believe that our audit provides a reasonable basis for the opinion stated hereafter.

Paris-La Défense and Paris, 15 April 2003 Statutory Auditors

BARBIER FRINAULT & ASSOCIÉS PIMPANEAU & ASSOCIÉS François Rochmann Bernard Pimpaneau Olivier Juramie

48 Financial Report 2002 - Steria 5 Special Statutory Auditors’ Report on Regulated Agreements

To all the associates of Groupe Steria,

As Statutory Auditors of your company, we hereby present our Furthermore,pursuant to the decree of 23 March 1967,we have report on regulated agreements. been informed that the performance of the following agreements, approved during the previous accounting period,continued during It is not for us to seek out agreements that may exist, but to the last fiscal year: communicate, based on the information which was given to us, the essential terms and conditions of the agreements about which • Sub-let by Steria of premises in Vélizy for €76.22 a month. we have been informed, without having to give an opinion as Director concerned at the time of the agreement:Mr Jean Carteron to their usefulness or relevance.It is your responsibility,according to the terms of Article 92 of the French government decree of • Tax consolidation agreement concluded with Steria, Strader, 23 March 1967, to evaluate the importance of the conclusion of Sysinter, Steria Infogérance, Temis, Stepar, U-Services, Steria these agreements and their approval. UCM, Groupe Eqip, Eqip Parc, Eqip Diffusion and Sternet. We have conducted our audit in accordance with the professio- Groupe Steria receives the company tax from its subsidiaries, nal standards in force,which require us to verify the consistency calculated as if they were taxed separately. When necessary, of the information that was given to us with the original document Groupe Steria may benefit from the tax savings relating to the from which the information was derived. difference between the sums it receives and the tax paid out on the earnings for the whole group, without having to compensa- We state for the record that we have received no notice of any te the companies integrated. agreements concluded during the year as stipulated in Article L.226-10 of the French Code de Commerce. In 2002, Groupe Steria’s tax savings totalled €1,093,000. Director concerned at the time of the agreement:Mr Jean Carteron

Paris-La Défense and Paris, 15 April 2003 Statutory Auditors

BARBIER FRINAULT & ASSOCIÉS PIMPANEAU & ASSOCIÉS François Rochmann Bernard Pimpaneau Olivier Juramie

Steria - Financial Report 2002 49 6 Social Financial Statements at 31 December 2002

BALANCE SHEET AT 31/12/2002 ASSETS

In thousands of euros 31/12/2002 31/12/2001 Gross Depreciation Net Net Uncalled subscribed capital INTANGIBLE ASSETS Goodwill Other intangible assets TANGIBLE ASSETS Land and buildings Other tangible assets LONG-TERM INVESTMENTS Employee profit-sharing (equity method) 132,439 132,439 110,266 Other investments Receivables from controlled entities Other fixed securities Loans 11 Other long-term investments TOTAL FIXED ASSETS 132,440 132,440 110,266

INVENTORIES AND WORK IN PROGRESS

TRADE RECEIVABLES Down-payments to suppliers Trade notes and accounts receivable 611 611 Other trade receivables 53,447 53,447 27,630 Subscribed capital called and unpaid

MISCELLANEOUS Short-term investment securities 1,876 1,115 761 17,731 Cash Prepaid expenses

TOTAL CURRENT ASSETS 55,934 1,115 54,819 45,363 Expenses to be amortised over several years 8,276 Bond discounts to be amortised Unrealised gains on foreign exchange

TOTAL ASSETS 188,373 1,115 187,259 163,905

50 Financial Report 2002 - Steria Social Financial Statements

LIABILITIES

In thousands of euros

31/12/2002 31/12/2001 Personal or corporate capital including actual payments of: 17,409 17,409 16,205 Issue, merger, contribution premiums 140,151 95,455 Revaluation variance including equivalence difference of: 1,774 1,774 23,764 Legal reserve 1,621 1,250 Statutory or contractual reserves Regulated reserves 3,573 3,573 Other reserves Retained income 11,825 4,828 NET PROFIT 4,991 10,590 Subsidies for long-term investments Regulated provisions SHAREHOLDERS’ EQUITY 181,344 155,666

OTHER EQUITY CONTINGENCIES AND LOSS PROVISION 48 LOANS AND LONG-TERM DEBTS Convertible bonds Other bonds Credit institution borrowings Loans and long-term debts Down-payments from customers

BANK LOANS 7 859

OPERATING DEBTS Trade notes and accounts payable 24 6,288 Social & Fiscal Debts 64 72

OTHER LIABILITIES Liabilities to fixed asset suppliers Other debts 5,772 1,021 TOTAL DEBTS 5,867 8,239 Foreign exchange gains Bond discounts to be amortised Unrealised gains on foreign exchange TOTAL LIABILITIES 187,259 163,905

Net profit in euro cents 4,991,407.74 Balance sheet euro cents 187,258,535.64

Steria - Financial Report 2002 51 INCOME STATEMENT AT 31/12/2002

In thousands of euros

31/12/2002 31/12/2001 OPERATING REVENUE Services Other income Expense transfers 1 8,275 TOTAL OPERATING REVENUE 1 8,275 OPERATING EXPENSES Purchases Other purchases and external expenses 147 8,466 Taxes 16 38 Personnel costs 242 216 Depreciation allowances Net provisions 48 Other expenses 31 21 TOTAL OPERATING EXPENSES 484 8,741 OPERATING PROFIT (483) (466) JOINT VENTURES Appropriated profits or transferred losses Supported losses or transferred profits INTEREST, DIVIDENDS AND OTHER FINANCIAL INCOME From controlled entities 3,607 8,195 From other capitalised securities and receivables Other interest income 1,682 1,167 Release of provisions and expense transfers Foreign exchange gains 13 Net income on sales of short-term investments 157 366 TOTAL INTEREST, DIVIDENDS AND OTHER FINANCIAL INCOME 5,459 9,728 INTEREST EXPENSES Financial provisions and amortisation 1,078 38 Interest expenses 1 Foreign exchange losses Net expenses on sales of short-term investments TOTAL INTEREST EXPENSES 1,078 39 FINANCIAL RESULT 4,381 9,690 CURRENT INCOME BEFORE TAX 3,898 9,223 EXTRAORDINARY INCOME Extraordinary income on management operations 8,276 Extraordinary income on equity transactions 5,830 Release of provisions and expense transfers TOTAL EXTRAORDINARY INCOME 8,276 5,830 EXTRAORDINARY EXPENSES Extraordinary expenses on management operations Extraordinary expenses on equity transactions 7,166 Extraordinary depreciation and regulated provisions 8,276 TOTAL EXTRAORDINARY EXPENSES 8,276 7,166 EXTRAORDINARY INCOME/EXPENSES (1,336) Employee profit-sharing Income tax (1,093) (2,702) TOTAL INCOME 13,736 23,833 TOTAL EXPENSES 8,745 13,244 PROFIT OR LOSS 4,991 10,590

52 Financial Report 2002 - Steria Social Financial Statements

APPENDIX TO THE SOCIAL ACCOUNTS

The balance sheet before net income appropriation for the fiscal • shareholders’ equity for these companies is determined year ended 31 December 2002,totals €187,258,536.The income according to accounting principles selected for the statement,presented in list form,totals €13,735,849 with a profit consolidation, € of 4,991,408. • for subsidiary evaluations, the securities held by the The accounting period lasts 12 months, from 1 January 2002 to subsidiary in companies which are exclusively controlled by the 31 December 2002. Group are valued according to the same method. The following notes are an integral part of the financial statements. Equity interests for companies that are not exclusively controlled are accounted for in the balance sheet at their acquisition Note 1 PRINCIPLES AND METHODS cost or their going concern value if it is lower.

1.2. Receivables 1. Accounting rules and methods General accounting conventions were applied,whilst respecting Receivables are valued at their nominal value.An allowance for the prudence principle, according to the following basic depreciation is used when the inventory value is less than the assumptions: accounting value. • Going concern, 1.3. Interest, dividends and other financial income • Consistency of accounting methods from one fiscal year to the next, Subsidiaries’ dividends appear in the fiscal year’s financial result • Independence of fiscal years, when the General Meeting of these companies is held before Groupe Steria SCA’s fiscal year end and has decided to and pursuant to the general rules for drawing up and presenting distribute a dividend. annual financial statements as defined by French Law 83-353 of 30 April 1983 and Decree 83-102 of 29 November 1983, and also by the 1999 P.C.G. (French accounting standards) approved by 1.4. Short-term investment securities the decree of 22 June 1999. Short-term investment securities are assessed at their invento- The basic method used for evaluating accounting items is the ry value.Any unrealised capital losses are recorded as a provision historical costs method apart from for equity interests. for depreciation. A consolidated balance sheet and income statement are drawn In the case of listed securities and own shares,the inventory value up for Groupe Steria SCA. is determined on the basis of the average share price of the last The main methods used are as follows: month of the preceding fiscal year.

1.1. Investments Note 2 In order to harmonise Groupe Steria SCA’s social and consoli- ADDITIONAL INFORMATION AND dated financial statements, equity interests in companies that FINANCIAL COMMITMENTS are exclusively controlled are accounted for in terms of the share of equity that these investments represent. All the tables are presented in thousands of euros and the The option for this equity method evaluation is provided for in mandatory tables are only provided to give significant additio- Article L232-5 of the French Code de Commerce, introduced by nal information to the balance sheet and income statement. the Law of 3 January 1985, and the application decree of There are no reintegrations recorded in the general expenses 17 February 1986. sections stipulated in Article 27 of the French Law of 12 July 1965. • the method applies to companies consolidated by global integration,

Steria - Financial Report 2002 53 Note 3 BALANCE SHEET AND INCOME for Great Britain.After adjustment according to assets and liabili- STATEMENT ties actually transferred, 1,122,930 shares were issued on 28 June 2002 at a nominal value of €1. • Following a management decision on 13 May 2002, 741,100 Balance sheets and income statements are expressed in thousands stock options were issued at a price of €36 per share. of euros, except when otherwise indicated. The option must be exercised before 13 May 2009. KEY EVENTS • Steria SA and Steria Iota, wholly owned by Groupe Steria SCA, merged on 2 August 2002 in order to simplify structures. • Acquisition of Steria Iota (formerly Bull Iota) This merger was carried out with retroactive effect as of 1 In accordance with the amendment of 26 November 2001 to the January 2002. memorandum of agreement dated 31 August 2001,Bull SA exerci- • Capital increase reserved for personnel: sed its option to repurchase Integris Italia SpA on 5 January 2002, for €10m.This price was paid based on compensation with Bull - 73,800 new shares were created on 26 June 2002, SA financing debt posted under “Loans and long-term debts” - 6,750 new shares were created on 20 December 2002 in the Group Steria SCA consolidated balance sheet at 31 • Groupe Steria SCA is part of a tax consolidation group,of which December 2001 (see Note 4.5). it is the head. As the British “Managed Services”activities were oficially transfer- The following companies are concerned: Steria SA,Stepar,Steria red on 31 March 2002,only business from the last three quarters Infogérance, Temis, U-Services, Strader, Sysinter, Steria UCM, of 2002 is consolidated. As all the requirements were met for Groupe Eqip, Eqip Parc, Eqip Diffusion, Sternet. transferring activity in Great Britain, Bull SA exercised its share subscription right corresponding to the stock purchase warrants

Note 4 ASSETS

31/12/01 Increase Decrease 31/12/02 Intangible assets Tangible assets Employee profit-sharing (equity method) 110,266 22,539 365 132,440 Receivables on profit-sharing Loans Gross 110,266 22,539 365 132,440

Note 5 RECEIVABLES

STATEMENT OF RECEIVABLES 31/12/02 Gross Due > 1 year Trade receivables 611 611 Current accounts 49,205 49,205 State and local authorities 4,241 4,241 Total 54,058 54,058

54 Financial Report 2002 - Steria Social Financial Statements

Note 6 EXCHANGEABLE ASSETS Note 9 CHANGES IN SHAREHOLDERS’ EQUITY 31/12/02 Market value Acquisition value Situation at 31/12/01 155,666 Own shares 761 1,875 Capital increase and related premiums 45,900 Short-term investment securities Statutory dividends (3,223) Total 761 1,875 Changes in equivalence difference (21,990) Shareholders’ equity before income 176,353 Income 31/12/02 4,991 Pursuant to Notice 98-D of the CNC (French accounting regulations committee) relating to short-term operations, own shares Shareholders’ equity at 31/12/02 181,344 held by Groupe Steria SCA with a view to regularising its securities market are posted as investment securities. The total capital increase in compensation for the contribution The group did not carry out any operations on its own shares in of Steria Iota securities at 31 December 2002 was €80.8M (of 2002. which €36.4M were posted at 31 December 2001). 59,665 own shares were held at 31 December 2002. Note 10 DEBTS Note 7 EXPENSES TO BE APPROPRIATED STATEMENT OF DEBTS 31/12/02 Expenses to be appropriated featuring in the assets section of Gross Due > 1 year the balance sheet at 31 December 2001 corresponded to expenses Credit institution borrowings incurred during the Steria Iota acquisition.These expenses were - for 1 year maximum at outset 7 7 totally amortised over the fiscal year. - for over 1 year at outset These expenses were reinvoiced to Steria SA after its merger with Trade notes for goods and Steria Iota on 2 August 2002. services and accounts payable 24 24 Personnel and accounts payable 47 47 Note 8 COMPOSITION OF CORPORATE CAPITAL Social Security and other social bodies 17 17 Liabilities to fixed asset suppliers Government: income tax 31/12/02 No. of securities Nominal value Government: other related taxes Common shares 17,408,670 1 euro Group and related companies 5,744 5,744 Other miscellaneous debts 28 28 Total 5,867 5,867

Note 11 BREAKDOWN OF INCOME TAX

Total Current Extraordinary Income before tax 3,898 3,898 Employee profit-sharing Sub-total 3,898 3,898 Groupe Steria SCA gross tax (3,097) (3,097) Negative tax on carry-over of prior deficit Tax provision Impact of tax consolidation on tax 4,190 4,190 Income tax sub-total 1,093 1,093 Net profit 4,991 4,991

Steria - Financial Report 2002 55 Note 12 LIST OF SUBSIDIARIES AND INVESTMENTS

Corporate name Capital Share Gross value of securities Loans, Advances Revenue Head office Shareholders’ equity Dividends Equivalent value Guarantees Income SUBSIDIARIES (over 50%) STERIA S.A 10,271 99.99% 129,525 47,160 259,882 12, rue Paul Dautier 78140 VELIZY 135,070 131,487 (12,538) STEPAR 950 99.99% 1,141 2,046 0 12, rue Paul Dautier 78140 VELIZY 768 953 (168) INVESTMENTS (10 to 50%) OTHER SECURITIES

Note 13 COMPENSATION OF MANAGEMENT BODIES

The remuneration for directors and management bodies totalled €124,000.

Note 14 TABLE OF CHANGES IN FINANCIAL POSITION

USES 31/12/02 Without Merger 31/12/01 SOURCES 31/12/02 Without Merger 31/12/01 merger merger Dividends distributed 3,223 2,501 Cash flow 14,393 11,960 Fixed assets additions Proceeds from sales of fixed assets - Intangible assets - Intangible assets - Tangible assets - Tangible assets - Long-term investments 124,727 43,737 - Long-term investments 80,563 6,592 Expenses to be amortised over several years 8,275 Gross Shareholders’ equity increase - Capital or contributions - Capital or contributions 1,204 1,484 - Other shareholders’ equity 7,944 - Other shareholders’ equity 44,696 51,298 Decrease in long-term debt Increase in long-term debt - Medium or long-term loan 254 - Medium or long-term loan - Related MLT current accounts - Related MLT current accounts

TOTAL USES OF FUNDS 127,950 62,711 TOTAL SOURCES OF FUNDS 140,856 71,333

NET INCREASE 12,906 8,622 NET DECREASE

56 Financial Report 2002 - Steria Social Financial Statements

Note 14 TABLE OF CHANGES IN FINANCIAL POSITION

NET CHANGE IN WORKING CAPITAL INCREASE DECREASE 31/12/02 31/12/01 (B) (D) (D) – (B) Changes in operating assets - Gross inventories and work in progress - Provisions for inventories and work in progress - Down-payments to suppliers - Gross trade receivables 611 - Provisions for trade receivables - Other gross trade receivables 504 (3,724) - Other provisions for trade receivables TOTAL 1,115 (1,115) (3,724) Changes in operating debts - Down-payments from clients - Trade payables 6,265 6,271 - Social and fiscal debts 7 (260) - Contingencies and loss provision - Other operating debts 3 TOTAL 6,272 3 (6,269) 6,011 A. NET CHANGE IN OPERATING WORKING CAPITAL 7,387 3 (7,384) 2,287 Change in other receivables - Other gross receivables - Other receivables - provisions 4 TOTAL 4 Change in other payables - Other debts - Prepaid income TOTAL B. CHANGE IN NON-OPERATING WORKING CAPITAL 4 TOTAL (A) + (B): DECREASE IN WORKING CAPITAL, EXCLUDING CASH 7,387 3 (7,384) 2,291 Changes in cash - Changes in cash on hand 15,894 4,525 - Short-term financial debts of which current accounts 21,416 (15,438) TOTAL 21,416 15,894 (5,522) (10,913) C. NET CHANGE IN CASH 21,416 15,894 (5,522) (10,913) NET CHANGE IN WORKING CAPITAL (A) + (B) + (C) 28,803 15,897 (12,906) (8,622)

Note 15 CASH FLOW

31/12/02 Net profit 4,991 - Depreciation allowances 8,324 - Net financial provisions 1,078 - Reserve allowances - Income from asset shedding Cash flow 14,393

Steria - Financial Report 2002 57 7 Report of the Supervisory Board at the Combined General Meeting of 4 June 2003

Your Board has performed its surveillance and control missions • Authorisation of a share redemption programme for the in accordance with the law and the company’s articles of associa- company, tion. It has reviewed and understood the Management report • Powers granted to the Management in order to carry out the and the documents presented. share redemption programme, During the meeting on 7 April 2003,your Board was informed of • Authorisation and powers to be granted to the Management the Management report pertaining to the following points, as to undertake corporate capital reduction operations by cancel- set out on the agenda for the General Meeting of 4 June: ling redeemed shares. • Approval of the social financial statements and consolidated financial statements of the fiscal year closed at 31 December 2002, Your Board invites you to review and approve the various resolutions proposed. • Appointment of a new Statutory Auditor and a new Substitute Statutory Auditor, The Supervisory Board

8 Decision taken by the General Partners dated 10 April 2003

• Mr Jean Carteron, • Mr Claude Lacour,

acting in his own name acting as Vice-Chairman of Soderi SAS which as Groupe Steria SCA General Partner, is Groupe Steria SCA General Partner,

having reviewed and understood the resolutions that will be submitted at the Groupe Steria SCA Combined General Meeting for Limited Partner Shareholders on 4 June 2003,

give their agreement, pursuant to Article 18-4 of the articles of association.

58 Financial Report 2002 - Steria General Company Information concerning Groupe Steria SCA and its Capital

1 Corporate Information

Corporate name and head office Purpose of the company Groupe Steria SCA (Article 2 of the articles of association) 12, rue Paul Dautier - 78140 Vélizy-Villacoublay, France The company’s direct or indirect purposes world-wide are as follows: • promotion,management,research and the implementation of Legal form projects and services in the field of information technology and Partnership limited by shares under French law (Société en company management,as well as the acquisition and manage- commandite par actions) ment of all stakes in companies of the same nature; • company participation in all commercial and industrial operations that are connected to the aforementioned purpose Company creation date through the creation of new companies, equity contributions, general partnerships,subscriptions or purchase of securities or The Groupe Steria was founded on February 18,1988 as a public corporate rights,mergers,alliances,associations through invest- limited company (société anonyme). It was transformed into a ment or otherwise; partnership limited by shares (société en commandite par actions) following the decision taken at the Extraordinary General Meeting • and, in general, all commercial, industrial, financial, securities on July 18, 1996. or real estate transactions which are related, even indirectly, to the aforementioned purposes, and which can contribute to its development. Timeframe The company has been created for a period of 99 years as of the Limited Partner Shareholders’ Meetings date of creation, unless it is dissolved beforehand or the period is extended. (Art. 18 of the articles of association) The provisions applicable to the limited partner shareholders meeting are those established for public limited companies Trade and company register (sociétés anonymes). RCS VERSAILLES B 344 110 655 (88 B 00 665) Notification to attend - Agenda The shareholders meet every year within six months of the closing Code Ape - Code Naf of the corporate accounting period at an Ordinary General 722 Z Meeting. The General Meetings may be ordinary General Meetings convened extraordinarily,or Extraordinary General Meetings that may be called at any time of the year. General Meetings are held at the Head Office or in any other place indicated on the invitation to attend sent out by the Management,the Supervisory Board or,by default,the Statutory Auditors, or by an authorised agent appointed by the president of the Tribunal de Commerce (Commercial Court) hearing in chambers and by the request either of all interested parties in

Steria - Financial Report 2002 59 the event of an emergency,or by one or more shareholders holding before the General Meeting,in accordance with the conditions at least one tenth of the corporate capital. and the timeframe set forth in the regulations in force. The invitation to attend will be sent out fifteen days before the For the second invitation to attend, no quorum is required. meeting date, either by a normal or a registered letter addres- Decisions are taken on the basis of the majority vote of those sed to each shareholder, or by a notice in a legal journal for the shareholders present or represented.In the case of postal votes, French administrative region in which the head office is located. distance voting forms returned without giving a specific choice In the latter case, each shareholder must be notified to attend or an express abstention will be considered as negative votes. by letter or,upon the shareholder’s request and at the shareholder’s costs, by registered mail. With the exception of those relating to the election, resignation,or dismissal of Supervisory Board Members,a deliberation The Agenda is established by the person in charge of the may only be adopted at an Ordinary General Meeting with the invitation. unanimous and previous agreement of the general partners. One or more shareholders, representing at least the required The Management must obtain this agreement prior to the corporate capital quota and acting under the conditions and Ordinary General Meeting. within the timeframe established by law,may request draft resolu- b)The Extraordinary General Meeting may only deliberate in a tions to be put on the meeting agenda by means of a registered valid manner if the shareholders present or represented own, letter with delivery acknowledgement. on receipt of the first invitation to attend,at least one third of the shares with voting rights, and, on receipt of the second Admission - Organisation of meetings invitation to attend, or if the meeting is deferred, at least a quarter of the shares with voting rights. With the exception of the cases expressly provided for by law, all shareholders have the right to attend general meetings and This quorum is calculated based on the voting forms that the participate in discussions, in person or through a duly authori- company receives by post before the General Meeting, in sed representative or by postal vote, regardless of the number accordance with the conditions and the timeframe set forth of shares they own, upon justification of their identity and the in the regulations in force. ownership of their securities, either with a nominal registra- Decisions are validated if two thirds of the votes are obtained tion, or the deposit of their securities at the place mentioned in for the shareholders present or represented. In the case of the notification to attend the meeting. The timeframe within postal votes, distance voting forms returned without giving a which these formalities must be fulfilled expires 5 days prior to specific choice or an express abstention will be considered as the General Meeting. negative votes.If a capital increase by incorporation of reserves, This timeframe may be shortened by the Supervisory Board. profits or share premiums is to be decided or an authorisation to do so is to be granted to the Management, the necessary Shareholders may only be represented by their spouse or another quorum is only a quarter on receipt of the first invitation to shareholder holding proof of mandate. attend.The deliberation is valid on receipt of the second invita- The General Meeting is chaired by one of the managers or,either tion to attend regardless of the number of shares represented. at the managers’ initiative or in their absence, by the Chairman A deliberation can only be adopted during an Extraordinary of the Supervisory Board.When the managers and the Chairman General Meeting with the prior,unanimous agreement of the of the Supervisory Board are absent, the participants in the partners. However, when there are several general partners, meeting designate their own Chairman. the deliberations to decide to convert the company into a public However, if the meeting is convened by a person duly authori- limited company (société anonyme) or a limited liability sed by the law, the meeting is chaired by the person who issued company (SARL) only requires the prior agreement of the the invitation to attend. majority of the partners. The minutes of the Meeting are signed by the executive The Management must obtain the agreement of the partners committee. prior to the Extraordinary General Meeting. Copies or extracts from the minutes are certified by a manager or by a member of the Supervisory Board. Corporate year - Corporate financial statements - Profits Quorum, majority and vote (Article 20 of the articles of association) a)The Ordinary General Meeting convened following the first invitation to attend may only deliberate in a valid manner if 1.Each corporate accounting period begins on the first of January the shareholders present or represented own at least a quarter and ends on the thirty-first of December. of the shares with voting rights. This quorum is calculated based on the voting forms that the company receives by post 2. At the close of each accounting period, the annual financial statements and the associated notes are agreed upon and

60 Financial Report 2002 - Steria General Company Information

drawn up pursuant to the conditions set forth in the legal Transmission of shares and regulatory provisions in force. (Article 8 of the articles of association) Associates’ rights No statutory clause restricts the transfer of shares after listing on a regulated market. The respective rights of associates on income are as follows: • General Partners: 3% • Limited Partners: 97% Exceeding the limit Total : 100 % The articles of association contain no specific provision concerning declarations of exceeding the shareholding limit.

The rights of limited partners are proportional to the number of shares they own. They are only liable for losses not exceeding Identification of bearer security holders: their contributions. Identifiable Bearer Securities (Article 7 of the articles of association) Appropriation of earnings In accordance with the legal and regulatory provisions in force, The profit available for distribution comprises the profit for the the company may at any time request the organisation in charge accounting period less retained earnings and, where necessary, of the compensation of securities (SICOVAM) for information to any amounts required to constitute the statutory reserve as identify owners of securities conferring, immediately or in the required by law. future,the right to vote at General Meetings,as well as the quanti- ty of securities held by each of them, and if the case arises, the On this profit available for distribution, an amount equal to 3% restrictions which could be imposed on the securities. (three percent) is first deducted from the profits for the accounting period which is paid to the general partners,divided among them as reported on, pursuant to Article 15-5 of the articles of Double voting rights association. (Article 9 of the articles of association) The balance is divided between the shareholders,general partners A double voting right that is conferred to other shares, in view and limited partner, pro-rata to the number of their shares. of the percentage of corporate capital that they represent, is It can be granted to each shareholder,for all or part of the dividend attributed to all the fully paid shares for which a nominal registra- or of the interim dividends available for distribution, an option tion will be justified for at least two years in the name of the between payment of said dividends in cash or in shares under same shareholder,either of French nationality or from a member the conditions required by law. state of the European Union. The General Meeting may,on the Management’s proposal,decide The share loses the aforementioned double voting right in the to deduct from the part to be paid to shareholders in the profit event of conversion to a non registered shareholder, if its balance, any amounts it deems suitable to be carried forward in ownership is transferred or if its owner should lose his/her status favour of the said shareholders into the following accounting as European Union member. period,or to be carried over to one or more extraordinary,general Nevertheless, transfer following succession, liquidation of or special, non-interest bearing reserve funds, on which the communal estate by a married couple or donation to a spouse general partners, in this capacity, do not have any rights. or relative as inheritance does not entail the loss of the acquired Moreover, the General Meeting may decide to distribute all right and does not interrupt the aforementioned time limits. amounts deducted from the reserve available,by expressly indica- Furthermore, in the event of capital increase by incorporation ting the reserve items on which the deductions are carried out. of reserves, profits or share premiums, the double voting right This distribution will be carried out insofar as the reserves distri- may be granted, on their issue, to registered shares attributed buted have been constituted by means of deductions from the free of charge to a shareholder for existing shares for which profit share coming to the shareholders only - general or limited he/she holds this right. partners - in proportion to the number of shares they own. Except where the voting rights or expiry date are concerned, all Other than the case of capital reduction, no distribution can be new shares created during the company’s life will be entirely made to the shareholders when the shareholders’ equity is, or assimilated into existing shares of the same category.The different will become after this reduction,less than the amount of capital, taxes that may become due in the event of total or partial reimbur- increased by the reserves, which the law or articles of associa- sement of capital carried out during the company’s life or on its tion do not allow to be distributed. The revaluation variance liquidation must be borne uniformly, taking into account their cannot be distributed. It can either be incorporated in full or in respective nominal value, by all shares existing at the time of part into the capital. reimbursement and participating in it,so that each share receives,

Steria - Financial Report 2002 61 for the same nominal value, the same net amount from the • General partners who lose this capacity (or their succession in company, regardless of its origin or date of creation. the event of death) are entitled to be paid in full settlement their dividends for the current fiscal year on a pro rata temporis basis, until the date on which they cease to hold the capacity Information concerning of general partner. Groupe Steria SCA operations •All corporate general partners lose this capacity by sole operation of the law, with immediate effect, in the event of failure to Overview of a partnership limited comply with or any modification to the provisions of these by shares (SCA) articles of association defining the conditions required to become or remain an associate, made without the agreement of the The operating rules of a partnership limited by shares are as Supervisory Board as stated in Article 12, Paragraph III. follows: • Individual general partner managers lose their capacity as •The general partner or partners are indefinitely and jointly liable general partner,by sole operation of the law and with immedia- for corporate debts. te effect, in the event of their functions as manager being • The limited partners (shareholders) are only responsible,in this terminated, regardless of the cause. capacity, for amounts not exceeding their contributions. • Existing managers have complete authority to carry out the •The same private individual or corporate body may have a dual incidental amendment of the articles of association, as well role as both a general and a limited partner. as any legal formalities. • One or more managers,chosen from among the general partners • In the event of the retirement, regardless of the reason, of the or a person from outside the company, are chosen to manage last (or sole) general partner, a General Meeting must be the company.The first manager or managers are designated in convened as quickly as possible by the Supervisory Board, a statutory manner. and in the event of shortcomings on the part of the Statutory • The Supervisory Board is appointed by the ordinary general Auditors, either to designate one or more general partners, or meeting of shareholders (general partners,even limited partners, to modify the form of the Company. cannot be elected or participate in the designation of members • Rights of non-manager general partners: with the exception of the Supervisory Board). of the case provided for in Article 11, non-manager general • The general and limited partners have the same rights in the partners do not participate directly in the management of the liquidating dividend. company. They exercise the prerogatives required by law and the present articles of association in their capacity. On account of their General Partners indefinite and joint liability,non-manager general partners have (Article 15 of the articles of association) the right to be informed of all corporate books and documents and to pose any questions in writing to the Management about •The corporate rights associated with the capacity of the general the management of the Company. The Management must partner are granted intuitu personae.They are not transferable. respond to these questions as quickly as possible. • The appointment of one or more new general partners - other • Compensation of general partners than the Chairman,a private individual representing the simplified joint stock company SODERI, which under the conditions On account of their indefinite and joint liability,they are entitled stated in Article 1 Paragraph b) of the present articles of associa- to a specific payment made up of a sum equal to the percenta- tion, is general partner by the sole operation of the law - is ge of the amount of profits available before distribution to decided by the Extraordinary General Meeting of shareholders shareholders, retained earnings or appropriation to reserves on the unanimous proposal of the general partners, except for (other than the legal reserve), pursuant to Article 20 of the present the Chairman of the simplified joint stock company SODERI. articles of association. • In the event of the death or invalidity of a private individual general partner, the Company will not be dissolved.The same principle is applicable for the liquidation of a corporate general Management partner. (Article 11 of the articles of association) •All general partners can withdraw at any time from the Company In accordance with the terms of the articles of association, the and thereby lose their capacity as general partner, without Company is administered and managed by one or more indivi- jeopardising any rights as a limited partner.To do this,they must dual or corporate managers with the status of general partner. give 3 months’ notice of their decision to each of the other general partners (managers or not) and to the Chairman of the Supervisory Board.

62 Financial Report 2002 - Steria General Company Information

Duration of management No general partners, managers or directors of a general partner company may sit on the Supervisory Board. During the Company’s existence, any new manager will be designated at an Extraordinary General Meeting with unanimous Supervisory Board members are appointed for a maximum of six agreement of the general partners. years. If the management position becomes vacant, regardless of the Board members are eligible for re-election,unless they have been reason or circumstances, the vacancy does not bring about the removed from office. They can be dismissed at any time by the dissolution of the Company.The interim management is ensured Ordinary General Meeting. The shareholders eligible to be a by the sole operation of the law by the remaining general general partner cannot participate in their election or in their partner(s) who must then appoint one or more new managers, dismissal. Two thirds of the members of the Supervisory Board pursuant to the conditions set forth in the articles of association. must be under 65 years of age on the date of the Ordinary General Meeting approving the financial statements of the last accounting period. Management compensation Corporate bodies elected as members of the Supervisory Board Corporate managing general partners are not paid.The compen- are represented by their legal representative or by any person sation of individual managing general partners is set at the same duly authorised by the latter. time as the decision to appoint them. Each member of the Board must own at least 50 Company shares. All the expenses presented by a manager in the interest of the Company,as well as all taxes (not including income tax for private If one or more seats of Board members become vacant, the individuals) on their compensation will be borne by the Company. Supervisory Board can temporarily appoint new members; this must be done within fifteen days if the number of its members Resignation and dismissal of a manager falls below three. •A managing general partner can only be dismissed or resign for These appointments are to be ratified at the next General Meeting. a legitimate reason.The dismissal of a managing general partner Failing ratification,the deliberations made and the acts accompli- is the result of a unanimous decision of the other general partners shed by the Supervisory Board remain valid nevertheless. (taken in light of the opinion of the Supervisory Board consul- The interim members only remain in the position during the time ted under the conditions set forth in Article 12 Paragraph 3). to run on the mandate of the person being replaced. The resignation of a partner-manager or his dismissal for a legitimate reason causes him to lose his capacity as general partner. Authority of the Supervisory Board The Supervisory Board exercises continuous control over the • Each manager wishing to resign must make this known to the management of the Company.In addition,the Management must other managers, other general partners and the Chairman of submit a Company activity report to it at least every three months. the Supervisory Board,by registered letter with delivery acknowledgement, postmarked at least three months before the date At the Ordinary General Meeting, it gives an annual report on on which this resignation is to take effect. the management of corporate dealings and on the financial statements for the period. It also makes a report at any • Moreover, any manager can also be dismissed for a legitima- Extraordinary General Meetings. te reason, by a court ruling, under the conditions established by the law. It can convene a General Meeting of limited partners as well as a meeting for the general partners. • The dismissal or resignation brings about the lapse of the mention in the articles of association of the statutory manager The functions of the Supervisory Board do not involve any manage- who resigned or was dismissed; the articles of association ment role, or any liability for the acts of management and their concerned will be modified by sole operation of the law; an act results. will be drawn up by the general partners who will be responsible for its publication. Supervisory Board compensation An annual payment may be made to the Supervisory Board, as The Supervisory Board director’s fees. The corresponding amount is recorded under (Article 12 of the articles of association) general expenses.

Structure - appointment The Company has a Supervisory Board with 3 to 12 members, including at least two limited partners exercising positions as employees or managers in the Steria Group for at least five years.

Steria - Financial Report 2002 63 2 Capital Information

CORPORATE CAPITAL •Any modifications to the capital distribution is subject to legal prescriptions, as the articles of association do not include any On 31/12/2002,the corporate capital totalled €17,408,670,with specific provisions in the event of the limit being exceeded. 17,408,670 shares at a nominal value of €1. • Nominative value shares subscribed to the same holder for at least two years are awarded a double voting right.

CHANGES IN GROUPE STERIA SCA CORPORATE CAPITAL OVER THE LAST 5 YEARS

Operation No. of Total Cumulative GM Date Type of operation Nominal premium securities number Capital date completed per share created of company shares 28 Aug. 18 Sept. Capital increase in cash FF 100 FF 270 20,946 439,664 FF 43,966,400 1997 1997 (subscribed by Solbank SBD) 9 April 31 May Merger and incorporation of Soderi FF 100 450,354 554,139 FF 55,413,900 1999 1999 into Groupe Steria SCA 9 April 31 May CDR Participations contribution of 58,419 FF 100 FF 253.45 83,797 637,936 FF 63,793,600 1999 1999 Steria SA shares in Groupe Steria SCA 9 April 31 May 5 for 1 stock split FF 20 3,189,680 FF 63,793,600 1999 1999 9 April 4 June CDR Participations contribution of 93,240 FF 20 FF 50.69 668,730 3,858,410 FF 77,168,200 1999 1999 Steria SA shares in Groupe Steria SCA 9 April 4 June Capital increase in cash FF 20 FF 243 266,158 4,138,410 FF 82,768,200 1999 1999 with the listing on the Second Marché 9 April 4 June Capital increase in cash reserved for 1999 1999 employees in connection with the Company FF 20 FF 190.40 160,000 4,284,568 FF 85,691,360 Savings Scheme (Plan d’Epargne d’Entreprise) 142,879 FF 65.08 Tecsi assoc.

4 Aug. 4 Aug. Merger and incorporation of Tecsi Associés and 137,237 FF 20 FF 81.85 4,829,810 FF 96,596,200 2000 2000 SAIC Tecsi and contribution of Tecsi shares SAIC-Tecsi

265,219 FF 43.32 Tecsi 16 May 31 Aug. Capital increase in cash reserved for employees in connection FF 20 FF 872.09 46,616 4,876,426 FF 97,528,520 2000 2000 with the Company Savings Scheme (Plan d’Epargne d’Entreprise) 16 May 31 Oct. Capital increase in cash reserved for employees in connection FF 20 FF 813.06 13,594 4,890,020 FF 97,800,400 2000 2000 with the Company Savings Scheme (Plan d’Epargne d’Entreprise) 16 May 15 Dec. Capital increase in cash reserved for employees in connection FF 20 FF 734.34 17,208 4,907,228 FF 98,144,560 2000 2000 with the Company Savings Scheme (Plan d’Epargne d’Entreprise) 16 May 9 April Share nominal converted to euros € 3 4,907,228 € 14,721,864 2000 2001 28 May 28 May Contribution of CSI, Skill Soft and € 3 € 27.32 104,000 5,011,228 € 15,033,684 2001 2001 Business Quest shares 16 May 30 June Capital increase with subscription € 3 € 99 54,846 5,066,074 € 15,198,222 2000 2001 of the company mutual fund (FCPE) 28 May 1er Aug. Nominal stock split € 1 15,198,222 € 15,198,222 2001 2001 28 Dec. 28 Dec. Contribution of Bull IOTA shares € 1 € 39.33 902,516 16,100,738 € 16,100,738 2001 2001 (acquisition of Bull Intégris service activities) 16 May 28 Dec. Capital increase with subscription € 1 € 19 104,452 16,205,190 € 16,205,190 2000 2001 of the company mutual fund (FCPE) 18 Dec. 26 June Capital increase, by the exercise of € 1 € 6.62 73,800 16,278,990 € 16,278,990 1998 2002 the stock options issued to employees 28 Dec. 26 June Capital increase, Bull exercising € 1 nominal 1,122,930 17,401,920 € 17,401,920 2001 2002 the UK stock purchase warrants 18 Dec. 20 Dec. Capital increase, by the exercise of € 1 € 6.62 6,750 17,408,670 € 17,408,670 1998 2002 the stock options issued to employees

64 Financial Report 2002 - Steria General Company Information

POTENTIAL CAPITAL

Stock option subscriptions • Plan time limit: until 30 June 2004. Groupe Steria SCA’s Extraordinary General Meeting held on 28 • Total number of shares authorised by the General Meeting: May 2002 delegated the Management to set up a share subscrip- 600,000, with a limit of 3.5% of capital. tion plan for Groupe Steria SCA employees and staff in companies Each option provides the right to subscribe to one share. in which the group had more than a 50% interest (direct or indirect), pursuant to the following conditions: This delegation replaces the one previously granted at the General Meeting of 18 December 1998.

Date granted by the Management as part of the authorisation Number of Of which, Number of Start date End date for Subscription Number of Shares Plan granted options granted for directors for exercising price options subscribed N° at the granted Steria’s concerned exercising options €(*) cancelled as at Meeting (*) Management options 31/12/2002 on Board 18 December 1998 1 29.01.1999 300,600 9,600 5 30.01.2002 29.01.2006 7.62 24,300 80,550 2 07.02.2000 249,570 21,150 5 08.02.2003 07.02.2007 43.33 29,850 3 05.09.2000 23,700 3,000 1 06.09.2003 05.09.2007 53.33 8,100 4 10.04.2001 236,640 31,950 6 11.04.2004 10.04.2008 43.33 15,630 5 13.05.2002 741,100 220,000 (**) 5 14.05.2005 13.05.2009 36.00 36,000 TOTAL 1,551,610 285,700 113,880

(*) taking into account the 3 for 1 stock split. (**) 170,000 of which are subject to compliance with the group’s profitability goal in 2002, 2003 and 2004

Special Management Report on operations carried out according to the provisions stipulated in Articles carried out according to the provisions of L 225-177 to L 225-186 of the aforementioned law relating to Articles L 225-177 to L 225-186 of the French stock options. Code de Commerce during the year ended 1.The following table shows the number,due dates and price of 31/12/2002 stock options, which, during the previous year, for mandates and functions carried out within the Company, were granted to each corporate mandate holder by the Company or the Pursuant to the provisions of Article L 225-184 of the French Code Companies that are linked to it, pursuant to the provisions of de Commerce,we have the honour of reporting on the operations Article L 225-180 of the Code de Commerce:

Beneficiaries Number of options Price Timeframe for Companies Functions granted exercising options concerned ulfilled Eric Hayat 7,000 € 36 From 15/05/2005 Groupe Steria SCA Chairman of to 13/05/2009 the Supervisory Board Yves Rouilly 7,000 € 36 From 15/05/2005 Groupe Steria SCA Supervisory to 13/05/2009 Board Member Christian Colmant 3,000 € 36 From 15/05/2005 Groupe Steria SCA Supervisory to 13/05/2009 Board Member

No options were exercised by the aforementioned people during Article L 225-180 of the French Code de Commerce for each fiscal year 2002. of the ten employees of the Company and the Companies 2.Finally,we shall also report on the options granted and exerci- included in this structure.This information concerns the issuers’ sed during the year by the Company or the associated non-corporate mandate holder employees that were granted Companies or groups, pursuant to the conditions set forth in and purchased the highest number of shares outstanding.

Steria - Financial Report 2002 65 OPTIONS GRANTED:

Beneficiaries Number Average Issuer Plan of options price granted Ten main 290,000* € 36 Groupe Steria SCA Plan dated May 2002 beneficiaries According to delegation granted by the Meeting on 18/12/1998

* of which 152,000 options were granted conditionally

OPTIONS EXERCISED:

Beneficiaries Number Average Issuer Plan of options price exercised Ten main 61,050 € 7.62 Groupe Steria SCA Plan dated January 1999 beneficiaries According to delegation granted by the Meeting on 18/12/1998

Stock purchase warrants to one share each, which can be exercised between 22/12/02 In connection with the acquisition of Bull’s European Services and 28/12/05, pursuant to the terms and conditions defined, activities, the Meeting on 28/12/2001 issued 736,085 stock notably subject to a minimum price for the Groupe Steria share. purchase warrants, with one warrant entitling the holder to a The single warrant was exercised on 26/06/2002, leading to the maximum of 1,353,775 shares,which can be exercised between creation of 1,122,930 shares. There are 736,084 warrants still 15 and 30 June 2002, 736,084 warrants entitling the holders to be exercised.

AUTHORISED CAPITAL

• The company General Meeting on 28 May 2002 adopted the • At this same Meeting (14th resolution),a delegation was granted 13th resolution to set up a new block of stock options for to the Management to issue new shares reserved for employees. employees. On 08/04/2003, the Management made its first use of the delegation granted by the General Meeting by entitling This plan has been validated through to 30 June 2004 and covers employees to subscribe for a maximum of 320,000 new shares a maximum of 3.5% of the total amount of Groupe Steria shares. before 20/06/2003. • The Meeting on 28 May 2002 adopted the 9th,10th and 11th Programme to redeem own shares: the prospectus issued resolutions authorising the Management to call upon the market prior to the authorisation for the share redemption program- by issuing securities. me, covered by Resolution 9 of the Combined GM on 4 June 2003 was approved by the Commission des Opérations de Bourse (French securities and exchange commission) under No. 03-419 on 14 May 2003. The prospectus stamped by the COB is available on request from the Groupe Steria SCA head office at 12 rue Paul Dautier,78140 Velizy Villacoublay,France. Contact person: Mrs Chapelle-Joureau 01 34 88 60 11. It can also be downloaded from the COB website at www.cob.fr.

66 Financial Report 2002 - Steria General Company Information

Summary of authorisations to issue Securities (in euros)

Granted as at Capital increase Residual Number of EGM Term Amount 08/04/2003 on 08/04/2003 authorisation on options / authorised (options) 08/04/2003 warrants to be exercised

18/12/98 Replaced by EGM 10% of capital 1,551,610 73,800 None 1,384,255 Delegation granted to the decision on (after deducting Management to allocate 28/05/02 cancelled or stock options exercised options)

28/12/01 28/12/2005 736,085 1 warrant 736,084 options, Allocation of stock purchase exercised, with with entitlement warrants entitlement to to one share 1,122,930 shares each

28/05/02 30/06/2004 3.5% of capital None None 3.5% of capital Delegation granted to the Management to allocate stock options

28/05/02 30/06/2005 €1,000,000 N/A None €1,000,000 Delegation granted to the (nominal) Management to decide on capital increases for employees

08/04/2003 Management decision to open up a subscription period for employees €320,000 680,000

28/05/02 30/06/2004 €4,500,000 N/A None 4,500,000 Delegation granted to the (nominal) Management to call upon €120,000,000 120,000,000 the market (loans)

There are no other securities giving access to the company’s capital.

Steria - Financial Report 2002 67 The following table presents a summary of information concerning potential diluted capital at 08/04/2003

Timeframe for Potential dilution Date exercising resulting from granted/issued (a) Identity of parties Timeframe for instruments: no. the exercise of Nature of potentially / date authorised Price for the owning these exercising of shares these instruments diluted instruments (A) if not yet fiscal year instruments instruments authorised for (in % of current granted (euros) these capital) instruments*

1. Stock options granted 29/1/1999 7.62 Employees From 01/01/2002 195,750 1.12 (a) to 29/01/2006

7/2/2000 43.33 Employees From 01/01/2003 219,720 1.26 (a) to 07/02/2007

5/9/2000 53.33 Employees From 01/01/2003 15,600 0.09 (a) to 05/09/2007

10/4/2001 43.33 Employees From 01/01/2004 221,010 1.26 (a) to 10/04/2008

13/5/2002 36.00 Employees From 01/01/2005 705,100 4.05 (a) to 13/05/2009

TOTAL 1 1,357,180 7.78

2. Stock options authorised 28/5/2002 To be defined by Employees Options not yet To be defined by 3.5 (A) the Management granted. To be the Management defined by the Management

3. Shares 28/5/2002 To be defined by Employees Authorisation 1,000,000 5.74 (A) the Management granted to the (average price Management (**) over the 20 days’ from 28/05/2002 trading prior to to 30/06/2005 the date of the Management’s decision with a 20% discount)

4. Stock purchase warrants 28/12/2001 Can be exercised Bull From 28/12/2002 368,042 2.11 (a) at a unit price of to 28/12/2004 €50, one option for one share

28/12/2001 Can be exercised Bull From 28/12/2004 368,042 2.11 (a) at a unit price of to 28/12/2005 €50, one option for one share

TOTAL 4 736,084 4.22

Total potential dilution 21.24

* total taking into account cancelled options and deduction of already exercised options ** it is stated that on 08/04/2003, the Management made its first use of the delegation granted by the General Meeting on 28/05/2002 by opening the subscription up to employees for a maximum of 320,000 new shares, to be subscribed before 20/06/2003.

68 Financial Report 2002 - Steria General Company Information

CURRENT DISTRIBUTION OF CAPITAL AND VOTING RIGHTS. CHANGES OVER THE LAST THREE YEARS

Shareholding Situation at 31/03/2003 Situation at 30/06/2002 Situation at 31/12/2000 Number % of % of voting Number % of % of voting Number % of % of voting of shares capital rights of shares capital rights of shares capital rights

FCPE (Mutual fund) 2,542,865 14.6 22 2,828,030 16.25 22.22 941,856 19.20 26.60 Jean CARTERON (director) 1,773,270 10.2 15.54 1,773,270 10.19 15.07 591,090 12.04 15 CDR Participations - - - 810,000 4.65 6.88 428,921 8.74 7.90 SAIC ------245,129 5.00 3.70 BULL 1,122,930 6.5 4.92 1,122,930 6.45 4.77 - - - Groupe STERIA SCA (self-owned) 59,665 0.3 0 59,665 0.34 0 17,661 0.36 0 Public 11,909,940 68.4* 57.54 10,808,025** 62.12 51.06 2,682,571 54.66 46.80 TOTAL 17,408,670 100% 100% 17,401,920 100% 100% 4,907,228 100% 100%

(*) 4.6% of which are employees (**) 3.31% of which are employees

To the company’s knowledge, there are no other shareholders Collateral for company and subsidiary shares owning either directly or indirectly or jointly 5% or more of capital As guarantee for a loan agreement concluded with the financial or voting rights. institutions,the shares of Steria Infogérance owned by Steria SA The company was informed by CDR Participations of a 5% drop (99% of capital) were used as collateral on 27 May 2002. below the limit at 27 March 2003. Other guarantees granted: none. Shareholders’ agreement: none.

Steria - Financial Report 2002 69 3 Control of the Group and Functioning of Management Body

CONTROL OF THE GROUP Soderi SAS is represented by a Chairman, or a Vice-Chairman should the former be unavailable or by delegation. All shareholders,current or retired Groupe Steria SCA employees Groupe Steria SCA is controlled by Mr Carteron and Soderi SAS may be shareholders in Soderi SAS (1 Soderi share for 1 Groupe (société par actions simplifiée à capital variable), General Steria share). Partners and Managers. The Soderi SAS shareholders’ meeting elects an Advisory Board The organisation chart is in section 1.1, and the functioning of (Conseil d’orientation) tasked to review and issue an opinion a partnership limited by shares (SCA) is described in 4.1. on any projects likely to have a significant impact on the strate- Soderi holds no Groupe Steria SCA shares. gy of Groupe Steria SCA or subsidiaries and transmit information Employees who are shareholders either directly or indirectly within the group. (FCPE) in Groupe Steria SCA (around 3,000 people) are also A committee called the second committee (Deuxième Collège) shareholders of Soderi SAS. is made up partly of members chosen by the Chairman of Soderi The articles of association of Soderi SAS, a variable capital and partly of members elected from Soderi shareholders (who company, are based on the same principles and objectives as have been shareholders for more than five years) owning a those used to set up the partnership structure. minimum number of shares. It also includes members designated by the Chairman of the company mutual fund (FCPE). Soderi SAS is a general partner and manager of Groupe Steria SCA. The second committee and the Advisory Board together constitute the body authorised to nominate and, if necessary, revoke the Chairman and Vice-Chairman of Soderi SAS.

70 Financial Report 2002 - Steria General Company Information

MANAGERS’ INTERESTS IN The Supervisory Board is made up of eight members,five of whom THE COMPANY CAPITAL: are independent and three of whom are Steria SA employees. Compensation and advantages granted to the group’s corporate mandate holders: Steria : This information is in Article 2.6 of the Management report and a) Steria SA Board of Directors in Article 4.2.3.2 of the Management’s special report. Assets belonging to the managers: none. Date appointed/ End of Mandate renewed mandate No loans or bonds have been granted to the managers. Chairman and CEO François Enaud 10/2002 06/2004 STRUCTURE AND FUNCTIONING OF Honorary Chairman and Director MANAGEMENT AND GOVERNANCE BODIES Jean Carteron 06/1988 06/2004*

GROUPE STERIA SCA: Directors Pierre-Henri Gourgeon 05/2000 06/2004 Jean-Claude Boulet 05/2000 06/2004 a) Structure Groupe Steria SCA represented Management: by Claude Lacour 06/1988 06/2004 Groupe Steria SCA is administered by two statutory managers: Patrick Boissier 05/2001 06/2004 Eric Hayat 05/2000 06/2004 • the company Soderi SAS, represented by its Chairman Jean (*) for his mandate as director Carteron and its Vice-Chairman Claude Lacour • Jean Carteron b) Functioning Supervisory Board: During the fiscal year which closed at 31/12/2002, six Groupe The Supervisory Board has 8 members Steria SCA Board of Directors meetings were held,with a participation rate of approximately 88.6%. Date appointed/ End of Steria’s Board of Directors has seven members, three of whom Mandate renewed mandate are independent directors. Président Eric Hayat 03/1999 06/2004 Charles Paris de Bollardière 05/2000 06/2004 Noël Talagrand 05/2000 06/2004 Elie Cohen 05/2000 06/2004 Michel Ritout 05/2002 06/2004 Yves Rouilly 05/2002 06/2004 Christian Colmant 05/2001 06/2004 Jacques Bentz 08/2000 06/2004 b) Functioning During the fiscal year which closed at 31/12/2002,three Groupe Steria SCA Supervisory Board meetings were held, with a participation rate of approximately 90%.

Steria - Financial Report 2002 71 Steria Management Committee The Committee has been tasked to:

François Enaud Chairman and CEO I) Inform the Board of Directors of global compensation packages Séverin Cabannes Deputy CEO, and any associated benefits granted to the group’s main Chief Financial Officer managers and directors and issue useful recommendations that can be transmitted to the company’s Chairman, Claude Lacour Deputy CEO II) review applications for positions to sit on the company Board Geir Haugstveit Human Resources Director of Directors, ensure that the person is skilled, available, and Patrice Delaroue Operations and Audit Director honourable, provide opinions and recommendations to the Board,

Compensation Committee III)make proposals to the Board on the structure and operations of other committees, The committee was set up by Steria’s Board of Directors. IV)review the company’s stock-option or share plans and issue There are three members appointed for a three-year renewable any proposals, recommendations and opinions to the Board. period, ending at the General Meeting to review the financial statements for the year ending 31 December 2004. The minutes of the Compensation Committee meetings are submitted to the Chairman of Steria’s Board of Directors. The committee members are: Mr Jean Carteron Director, appointed as Chairman by the Board, Strategic Committee Mr Patrick Boissier To enable the Groupe Steria SCA Supervisory Board to track the Director, group’s strategies more effectively, it has set up a Strategic Committee. Mr Pierre-Henri Gourgeon Director, This committee reviews the assumptions presented by Steria’s General Management pertaining to the group’s development over the medium to long term, focusing on its strategic orienta- The Compensation Committee can invite one or two members tions and on the nature of services offered on the different of the Groupe Steria Supervisory Board to join them. customer segments. It also reviews any other hypotheses or alternatives that seem relevant. The Compensation Committee does not have any decision-making power and reports to the Board of Directors by issuing recommen- This review takes into consideration assumptions regarding the dations and providing information.It meets as often as necessary, development of the competition and the outlook for markets on the initiative of its Chairman, but a minimum of twice a year. insofar as this information is available or can be estimated. It It may convoke the Chairman and any member of the company’s reviews and assesses the financial impacts of the assumptions and its subsidiaries’ management teams,in particular the Group’s studied. Head of human Resources. To enable it to perform its mission This committee is made up of Eric Hayat, Charles Paris de effectively, it may also convoke any other parties. Bollardière, Noël Talagrand and Elie Cohen, members of the It reports to the Board of Directors on its work in a timely manner, Supervisory Board. Members of Steria’s Board of Directors and enabling the Board to deliberate effectively as well as presen- external figures may also be invited to attend meetings. The ting its opinions, proposals and recommendations. It may not Strategic Committee has no decision-making power and reports incur any external costs without the prior authorisation of the to the Supervisory Board,making recommendations and providing Chairman and the approval of the Board of Directors. information.

72 Financial Report 2002 - Steria General Company Information

4 Person Responsible for the Financial Report and Statutory Auditors’ Declaration

PERSON RESPONSIBLE FOR THE FINANCIAL REPORT

Mr Claude Lacour, Vice-Chairman of Soderi S.A.S, managing company of Groupe Steria SCA.

FINANCIAL REPORT MANAGER’S DECLARATION “To my knowledge, the data contained in the present Financial Report is correct. This document includes all the necessary information for investors to make their judgements on the assets, activity, financial situation, earnings and future prospects of Groupe Steria SCA, as well as the rights linked to the securities offered. It does not include any omissions that could alter the meaning.”

Mr Claude Lacour, Vice-Chairman of Soderi S.A.S Managing company of Groupe Steria SCA

Steria - Financial Report 2002 73 STATUTORY AUDITORS’ DECLARATION

In our capacity as statutory auditors of Groupe Steria and pursuant the financial situation and accounts,and to report on any missta- to the COB Ruling 98-01,we have proceeded,in accordance with tements that we have identified on the basis of our general the professional standards applicable in France, to verify the knowledge of the company acquired while carrying out our information concerning the financial situation and company mission. As these are provisional and isolated data drawn up accounts contained in the present Financial Report. based on a structured process,this review factored in the assump- This Financial Report has been drawn up and overseen by Groupe tions selected by the managers and their impacts on the company’s Steria’s Management. It is our duty to give an opinion on the figures. reliability of the information that it contains pertaining to the The financial statements and consolidated accounts for the fiscal company’s financial situation and accounts. year ended 31 December 2002,closed by the Management,have In accordance with the professional standards applicable in been audited by our firm pursuant to the professional standards France, our diligence has focused on appraising the reliability of in force in France, and have been certified without reservation the information pertaining to the company’s financial situation or observation. and accounts, checking their consistency with the accounts On the basis of our due care, we have no comments to make included in the report. We have also reviewed other informa- regarding the reliability of the information pertaining to the tion contained in the Financial Reports in order to identify, if company’s financial situation and accounts. relevant,any significant incoherencies with the information about

Paris-La Défense and Paris, 22 May 2003 Statutory Auditors

BARBIER FRINAULT & ASSOCIÉS PIMPANEAU & ASSOCIÉS François Rochmann Bernard Pimpaneau Olivier Juramie

74 Financial Report 2002 - Steria COB cross-reference table

In order to facilitate the reading of this Financial Report, submitted to the commission as a Financial Report, the following table lists its main sections, in compliance with Rule 98-01 of the Commission des Opérations de Bourse (French securities and exchange commission).

Sections Pages Names and positions of the Financial Report managers 73 Document managers’ declarations 73 Names and addresses of statutory auditors 21 Information policy 7 General information about the issuer 59 General information about the capital 64 Current breakdown of capital and voting rights 69 Financial instrument market 6 Dividends 7 Presentation of the company and group’s activities 8 Information on issuer’s subordination 9 Average number of employees and changes over the last three years 6 Investment policy 9 Subsidiary information 31 If business history is not representative (not applicable) - Issuer’s risk analysis 10, 45, 46 Issuer’s accounts 24, 50 Specific information on non-consolidated companies 30, 36 Table of subsidiaries and investments 31, 56 Consolidated subsidiaries and consolidation method 31 Financial outlook (not applicable) - Specific points for diagram / outline A and B (not applicable) - Statutory Auditors’ Fees 22 Structure and functioning of management, directors and supervisory boards 59, 70 Managers’ interests in the issuer’s capital 71 Employee profit-sharing details 10 Recent developments 11 Outlook for the future 12

Steria - Financial Report 2002 75 Financial Report Update

Financial Report update submitted to the Commission des Opérations de Bourse (French Securities and Exchange Commission) on 23 May 2003, registered under no. D.03-753. Submitted on 6 June 2003.

1 Group Organisation Chart

GROUPE STERIA SCA

100 %

STERIA SA

OPERATIONAL COMPANIES

The table of subsidiaries and investments at 31/12/2002 is Flows between Groupe Steria SCA and its subsidiary Steria SA appended to the consolidated balance sheet, in Note 2.3. are financial: dividends paid by Steria SA and cash investment income. These flows are detailed in the tables and appendices Group Steria SCA is a holding company for its subsidiary Steria presenting Groupe Steria SCA’s corporate financial statements. SA. As detailed in the group’s management report, during the fiscal year 2002,Groupe Steria SCA granted Steria SA ownership of Steria Iota,which wholly owned all the entities acquired from the Bull group.

2 Currency Fluctuations and Interest Rate Risk

• Currency fluctuations and interest rate risk: the contract exchange rates,particularly for business conducted in pounds portfolio is given in euros and other European currencies.The sterling, which represents over 30% of the group’s revenue. group’s exposure to currency fluctuations is very limited. The group has not set up a general hedging system.Net financial However,the drawing up of consolidated financial statements debt (excluding leasing) is variable. Excess cash is invested in in euros may result in an annual variation due to changes in a cash Sicav (unit trust) or equivalent product.

76 Financial Report 2002 - Steria Groupe Steria SCA

3 Debt: ratios

The revolving credit line taken out by Steria SA for a maximum - net long-term debt/equity < 1.25 amount of €73M is accompanied by a commitment to respect - EBITDA/interest expenses > 6 certain financial ratios commitment,calculated according to the - net long-term debt/EBITDA < 2.8 at 30/06/2003 published consolidated financial statements.The respect of ratios < 2.5 at 31/12/2003 (net long-term debt/equity, EBITDA/interest expenses and net < 2.2 from 30/06/2004 long-term debt/EBITDA) is assessed twice a year on an annual basis for periods closed at 31 December and 30 June. Net long-term debt comprises,on a consolidated basis,all loans and related debt, including factoring, less available cash. Should these ratios not be respected, debt repayment may be required.The ratio values to be respected are as follows: EBITDA is consolidated operating profit before depreciation allowances.

At 31/12/2002,the two ratios concerned stood at 0.08 (maximum of 1.25) and 25.8 (minimum of 6) respectively.

4 Off-balance Sheet Commitments:

1. ADDITIONAL INFORMATION CONCERNING COMMITMENTS AT 31/12/2001

31/12/01 31/12/02 31/12/01 31/12/02 Commitments given Commitments received Pledges, securities and guarantees 2,372 9,524 Pledges - Counter-guarantee for bank guarantees Bank guarantees on contract on contracts 8,957 13,335 (co-processing) 68 Discounted notes not yet matured - Counter-guarantee - Debt guarantee - Overdraft facilities (current bank loans) Irrevocable purchase bonds - - authorised 11,562 Factoring used 18,958 - used (balance sheet) 1,455 Provisions for retirement indemnities NA 7,773 - unused (off-balance sheet) 11,562 Medium-term credit - authorised 73,000 - used (balance sheet) 7,000 - unused (off-balance sheet) 66,000 Factoring - authorised 60,000 - used 18,958 - unused 41,042 Total commitments given 49,590 Total commitments received 118,672

Steria - Financial Report 2002 77 2. OTHER OFF-BALANCE SHEET COMMITMENTS

a) Steria Infogérance securities were provided as collateral for c) Off-balance sheet commitments related to current activity are the €73M medium-term revolving credit line.There were no given in Note 7 of the consolidated financial statements other guarantees provided as collateral for this loan. appendix.

b) Commitment related to company transfers: guarantees. Risks of long-term debt are described in paragraph 3 of this All the guarantees described in the Financial Report were update. already in existence at 31/12/2001. Other than those mentioned, there are no off-balance sheet commitments that are significant or likely to become so in the future.

5 Additional information regarding corporate governance

Groupe Steria SCA’s articles of association do not make provision FINANCIAL REPORT UPDATE for the appointment of a proctor.

The members of Groupe Steria SCA’s Supervisory Board must DECLARATION FROM PERSON RESPONSIBLE FOR THE hold at least 150 shares in the company. Financial Report

There are currently no evaluation processes for management and “To my knowledge, the data contained in this Financial governance bodies. Report update, registered under no. D.03-753 is correct. This document includes all the necessary information for investors to make their judgements on the assets, activity, financial situation, earnings and future prospects of Groupe Steria SCA. It does not include any omissions that could alter the meaning.”

Mr Claude Lacour Vice-Chairman of Soderi S.A.S Managing company of Groupe Steria SCA

78 Financial Report 2002 - Steria Statutory Auditors’ Opinion

Statutory Auditors’ Opinion

In our capacity as statutory auditors of Groupe Steria and pursuant - verifying that no events occurred subsequent to the date of our to the COB Ruling 98-01,we have proceeded,in accordance with opinion that could compromise the reliability of information the professional standards applicable in France, to verify the pertaining to the financial situation and accounts that has not information concerning the financial situation and company been updated, presented in the Financial Report. accounts contained in the present Financial Report, submitted to the COB under number D.03-753, and in its attached update. - appraising the reliability of the information pertaining to the company’s financial situation and accounts presented in the These documents have been drawn up and overseen by Groupe update,checking their consistency with the accounts included Steria’s Management. It is our duty to give an opinion on the in our report.We have also reviewed other information contai- reliability of the information that they contain pertaining to the ned in the update in order to identify,if relevant,any significant company’s financial situation and accounts. incoherence with the information about the financial situation and accounts,and to report on any misstatements that we have We issued a report concerning our opinion on the Financial Report identified on the basis of our general knowledge of the company on 22 May 2003, in which we concluded that on the basis of acquired while carrying out our mission.This update contains our due care,we had no comments to make regarding the reliabi- no projected isolated data resulting from a structured drawing- lity pertaining to the company’s financial situation and accounts up process. presented in the Financial Report. On the basis of our due care, we have no comments to make In accordance with the professional standards applicable in regarding the reliability of the information pertaining to the France, our diligence has focused on: company’s financial situation and accounts presented in the Financial Report and its update.

Paris-La Défense and Paris, 6 June 2003 Statutory Auditors

BARBIER FRINAULT & ASSOCIÉS PIMPANEAU & ASSOCIÉS François Rochmann Bernard Pimpaneau Olivier Juramie

Steria - Financial Report 2002 79 Steria 2003, all rights reserved. Steria is a member of Syntec Informatique, the French association of IT services companies. All brands mentioned are registered by their respective owners.

www.steria.com Steria - 46, rue Camille Desmoulins 92782 Issy-les-Moulineaux - Cedex 9 - France Tel: +33 1 34 88 60 00 Fax: +33 1 34 88 69 69

Translation: Axi Traduction

Creation and production:

This document is printed on a recycled paper, a double-coated, woodfree paper made of 50% recycled and de-inked fibers and 50% chlorine free-beached pulp.

80 Financial Report 2002 - Steria